Contractor 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 businesses hiring an independent contractor (aka freelancer) to provide services on one or more projects.

It starts with the Master Agreement, which includes the legal terms such as ownership of work product, 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
    • Expense Reimbursements
    • Restrictions on the use of Subcontractors
    • Statement of Work Incorporation
    • Statement of Work to Control
    • Intellectual Property Assignment
    • Portfolio Use Rights
    • Mutual Confidentiality Obligations
    • Non-Solicitation (only binding on the Contractor)
    • Early Termination Rights
    • Force Majeure
    • 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
    • SOW-Specific Provisions

Who can use this template

  • Startups
  • Freelancers
  • Small Businesses

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