# Master Services Agreement

This Master Services Agreement (the “Agreement”) is made on [date] between [Company legal name], [address] (the “Company”), and [Consultant legal name], [address] (the “Consultant”).

## 1. Services

The Consultant will provide the services described in each statement of work (an “SOW”) signed by both parties. Every SOW is governed by this Agreement. If an SOW conflicts with this Agreement, this Agreement prevails, unless the SOW names the clause it changes.

## 2. Independent contractor

The Consultant is an independent contractor, not an employee, partner or agent of the Company, and is responsible for their own taxes, insurance and equipment. The Consultant may work for other clients, as long as that work does not breach clause 4.

## 3. Fees and payment

Fees are set in each SOW. They are flat and do not depend on hours worked. Monthly fees are invoiced at the start of each month, and fixed fees as the SOW states. Invoices are due within 14 days, in [currency] by [payment method]. Fees are [exclusive of] any applicable transaction taxes. If the law requires the Company to withhold tax from a payment, [the Company increases the payment so the Consultant receives the full fee / the fee is paid net of the withholding], and the Company sends the withholding certificate. Each party pays its own bank and transfer charges. If an invoice is more than 14 days overdue, the Consultant may pause the services until it is paid.

## 4. Confidentiality

Each party will keep the other’s confidential information confidential and use it only to perform this Agreement. This does not cover information that is public, that the receiving party already knew or developed independently, or that the law requires it to disclose. This obligation lasts for [three] years after this Agreement ends.

## 5. Intellectual property

Everything the Consultant creates for the Company under this Agreement belongs to the Company from the moment it is created, and the Consultant assigns to the Company all rights in it. Tools, methods and know-how the Consultant had before this Agreement, or develops outside it, remain the Consultant’s (“Pre-existing Materials”). Where Pre-existing Materials are included in work for the Company, the Company receives a worldwide, perpetual, royalty-free, non-exclusive license to use, copy, modify, distribute and sublicense them as part of that work, including through its contractors and customers.

## 6. Limitation of liability

Neither party is liable for indirect, incidental or consequential damages, including lost profits. Each party’s total liability under this Agreement is limited to the fees the Company paid in the three months before the claim. These limits do not apply to fees owed for services, to refunds due under this Agreement, or to fraud or willful misconduct.

## 7. Term and termination

This Agreement continues until either party ends it. Either party may end this Agreement or any SOW with two weeks’ written notice, and email is enough. The Company pays for the services up to the end of the notice period, and the Consultant refunds, pro rata, any fees paid for time after it. Clauses 4, 5, 6 and 8 survive the end of this Agreement.

## 8. Governing law and disputes

This Agreement is governed by the laws of [state or country]. Before starting formal proceedings, the parties will spend [30] days trying to resolve any dispute by talking directly. Any dispute that remains will be resolved [by the courts of [city, country]] or [by arbitration under the [arbitration rules], seated in [city], in [language]]. Choose one and delete the other.

## 9. General

This Agreement and its SOWs are the entire agreement between the parties on this subject. Changes must be in writing and signed by both parties, and electronic signatures count. Neither party may transfer this Agreement without the other’s written consent, except to a successor in a merger or sale of its business.

## Signatures

For the Company: [name], [title]

Signature and date: ____________________

The Consultant: [name]

Signature and date: ____________________

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Template by Ezequiel Actis Grosso, fractional CTO: https://fractionalcto.com.ar/fractional-cto-contract-template. Free to use and adapt. Not legal advice.