Initialed logo
Sign up free

Master Services Agreement Template

An MSA earns its keep on the second project: the liability cap, IP terms and payment rules are settled once, so each new statement of work is just scope and price. The clauses that matter most are the order of precedence, the liability cap and its carve-outs, and how far each side's indemnity reaches.

Describe your situation below for a custom contract, add one you already have to review it for risks, or download the free template.

Custom contract for your situation — $4.99 Start free, no credit card

Rules to know

  • The order of precedence decides conflicts

    Every statement of work sits under the MSA. Say clearly which document wins when they conflict, and require an SOW to name the exact section it overrides, so a project document can't quietly rewrite your liability terms.

  • Liability caps and their carve-outs carry the risk

    Most MSAs cap each side's liability at fees paid over a set period and exclude consequential damages. The carve-outs — indemnities, confidentiality, gross negligence — are where uncapped exposure hides, so read them as closely as the cap.

  • Some states limit how far indemnities reach

    Many states restrict clauses that make one party indemnify the other for that party's own negligence, especially in construction. Courts also often require that kind of indemnity to be stated expressly and conspicuously.

    Anti-indemnity statutes vary by state

  • Late-payment interest must stay under usury limits

    Interest on overdue invoices is enforceable only up to the maximum lawful rate in the governing state. Include a “or the maximum lawful rate, if less” fallback.

Last updated 2026-10-05

Download the free template

Our Master Services Agreement template as a Word document — a general starting point you fill in yourself. Sign in free to download it.

Sign in to download the template

Want it written for your situation instead? Describe it in the box above and get a custom contract for $4.99.

What a master services agreement covers

  • How statements of work are added and prioritized
  • Payment terms and late fees
  • IP ownership and licenses
  • Warranties and limitation of liability
  • Indemnification
  • Confidentiality and data protection
  • Term, termination and survival

Already have one? Get it reviewed for risks

Frequently asked questions

Should a statement of work be able to override the MSA?
Only deliberately. Say that the MSA controls unless an SOW names the exact section it overrides. Otherwise a project document drafted quickly can quietly change your liability or IP terms.
What usually sits outside an MSA's liability cap?
Common carve-outs are indemnification obligations, breaches of confidentiality, and gross negligence or willful misconduct. Those carve-outs can create uncapped exposure, so read them as carefully as the cap itself.
Can I charge interest on late invoices under an MSA?
Yes, as long as the rate stays within the maximum lawful rate in the governing state. Include a fallback that applies the maximum lawful rate if your stated rate is higher.
What's the difference between an MSA and an SOW?
The MSA holds the legal terms that apply to every project. Each SOW describes one project — scope, deliverables, timeline and price — and incorporates the MSA.
Which document wins if they conflict?
Whatever the order-of-precedence clause says. Most MSAs say the MSA controls unless an SOW expressly overrides a specific section.
What should I check first in an MSA?
The limitation of liability, indemnification, IP ownership and payment terms — they carry the most money and risk.

More templates