Client Agreement (MSA/SOW)


This template includes a Master Service Agreement (for the legal terms) and a Statement of Work template (for project-specific service and payment terms).

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Template overview

This agreement is intended for service providers to use when a client is engaging their services for one or more projects.

It starts with the Master Agreement, which includes the legal terms such as ownership of work product, non-disclosure obligations, termination rights, and more.

It also includes a separate document, the Statement of Work, which you can use for individual projects. The SOW typically includes project-specific service and payment terms as well as unique terms that only apply to that project.

What’s in this template

  • Master Agreement
    • Party Names
    • Effective Date & Term (length)
    • Default Payment Terms (including Expenses)
    • Permission to use Subcontractors
    • Statement of Work Incorporation
    • Statement of Work to Control
    • Intellectual Property Assignment
    • Portfolio Use Rights
    • Client Obligations
    • Mutual Confidentiality Obligations
    • Non-Solicitation (only binding on the Client)
    • Early Termination Rights
    • Force Majeure
    • Disclaimers & Limitations of Liability
    • Entire Agreement
    • Amendment & Waiver
    • Severability
    • Assignment
    • Notices
    • Governing Law
    • Attorneys’ Fees
    • And more
  • Statement of Work
    • Scope of Services
    • Payment Options:
      • Down Payments
      • Hourly Payments
      • Fixed-Fee Payments
      • Expense Reimbursements
    • SOW-Specific Provisions

Who can use this template

  • Startups
  • Freelancers
  • Small Businesses

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