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Master Services Agreement (MSA) Template

⏱️ 6 min read•Free for Commercial Use•Indian Legal Jurisdiction

The foundational commercial contract setting overall governing terms, intellectual property assignment, payment terms, warranties, and indemnities for ongoing client engagements.

Key clauses included in this agreement:

  • Incorporation of Independent Statements of Work (SOWs)
  • Intellectual Property Ownership & Transfer upon Full Payment
  • GST Invoicing, Payment Due Dates & Late Interest
  • Limitation of Liability & Mutual Indemnification
  • Section 43B(h) MSMED Act Compliance Notice

Full Template Text

MASTER SERVICES AGREEMENT (MSA)

This Master Services Agreement ("Agreement") is entered into as of [Date], by and between [Service Provider Name] ("Service Provider") and [Client Company Name] ("Client").

1. SCOPE OF SERVICES
Service Provider shall deliver the services described in individually executed Statements of Work ("SOW"). Each SOW shall reference this Agreement and detail deliverables, milestones, and compensation schedules.

2. COMPENSATION & GST BILLING
Client agrees to pay Service Provider within [15/30] days of receiving a valid tax invoice. All rates are exclusive of applicable Indian Goods and Services Tax (GST), which will be charged in accordance with prevailing statutory rates based on the place of supply.

3. INTELLECTUAL PROPERTY RIGHTS
Upon full and final settlement of all invoices for a specific SOW, Service Provider transfers all right, title, and copyright in custom deliverables to the Client, retaining standard background tools, libraries, and know-how.

4. CONFIDENTIALITY & DATA PROTECTION
Both parties agree to protect proprietary data and comply with the provisions of the Digital Personal Data Protection Act, 2023.

5. ARBITRATION & JURISDICTION
Any dispute arising under this Agreement shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996 in [City], India.

IN WITNESS WHEREOF, the authorized representatives have executed this MSA.

Legal & Compliance

Frequently Asked Questions

What is the difference between an MSA and an SOW?

The MSA governs the high-level legal and commercial relationship (liability, IP, dispute resolution), while individual SOWs define specific deliverables, timelines, and pricing for each project phase.

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