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Negotiate the hard terms once — then never again.

A master service agreement settles ownership, liability, indemnity, and confidentiality up front, so every Statement of Work after it can be a single page about the work itself. Answer the questions and watch the agreement build beside you. Download it as Word or PDF. No signup, no email gate, no watermark.

  • Free — and yours with no account
  • Word & PDF, US Letter or A4
  • Eight clause sections, plain English

01 · You

Your information

You are the Provider party. The entity description below is what makes the signature block enforceable against the right legal person.

Reads as “Avery Strategy LLC, a Maine limited liability company.” Leave blank if you contract as an individual.

02 · Client

Client information

03 · Scope

What this agreement covers

The category of work, not a project. Specific scope, deliverables, and fees belong in each Statement of Work.

Completes the sentence “Provider will provide Client with …”

04 · Term

How long it runs

Most MSAs are open-ended — the Statements of Work carry the dates.

05 · Payment

Payment defaults

Each Statement of Work sets its own fees. These are the terms that apply unless a SOW says otherwise.

06 · Ownership

Who owns the work

The single most consequential clause in an MSA, and the one clients negotiate hardest.

07 · Risk

Liability and indemnity

What you are on the hook for if something goes wrong.

08 · Confidentiality

Confidentiality and people

Mutual — neither side poaches the other’s people. Leave blank to omit the clause entirely.

09 · Law

Governing law and disputes

Leave blank while drafting — the agreement still builds. Fill it in before you send.

Your work saves automatically on this device

Add your name, the client contact, what services this covers to download.

Agreement

Master Service Agreement

Effective as of [date]

Provider

Provider

Client

Client

This Master Service Agreement (the "Agreement") is entered into by Provider and Client. The parties intend that this Agreement will govern all services the Provider performs for the Client, with the particulars of each engagement set out in a separate Statement of Work.

Section 1

Services and Statements of Work

Section 2

Term and Termination

This agreement begins on the Effective Date and continues until either party ends it under this section. Individual engagements are governed by their own Statements of Work.

Either party may end this agreement for any reason by giving 30 days' written notice. Either party may end it immediately if the other party materially breaches it and does not fix the breach within 15 days of written notice.

Ending this agreement does not automatically end a Statement of Work already in progress. Any active SOW continues under these terms until it is completed or separately terminated, and the Client will pay for all work performed and expenses properly incurred.

The sections covering confidentiality, intellectual property, limitation of liability, indemnification, and governing law survive the end of this agreement.

Section 3

Fees, Invoicing and Expenses

Fees for each engagement are set in the applicable Statement of Work. Unless a SOW says otherwise, invoices are payable within 30 days of the invoice date.

Undisputed amounts not paid when due may accrue interest at 1.5% per month, or the maximum permitted by law if lower. The Client will notify Provider of any disputed amount within 10 days of the invoice date, and the parties will work in good faith to resolve it.

Reasonable out-of-pocket expenses are reimbursable at cost when approved in advance in writing.

Fees are exclusive of applicable taxes, which are the Client’s responsibility except for taxes on the Provider’s income.

Section 4

Intellectual Property

Upon full payment of the fees for the applicable Statement of Work, Provider assigns to Client all right, title and interest in the deliverables created specifically for Client under that SOW. Until payment is made in full, Provider retains all rights in those deliverables.

Provider retains ownership of all methods, templates, tools, frameworks, know-how and other materials developed before this agreement or independently of it ("Background IP"), including any improvements to them. Where deliverables incorporate Background IP, Provider grants Client a perpetual, non-exclusive licence to use that Background IP solely as part of those deliverables.

Provider may describe the general nature of the work performed for Client in its portfolio and marketing materials, without disclosing Confidential Information, unless the applicable Statement of Work says otherwise.

Section 5

Confidentiality

Each party may receive information from the other that is confidential or would reasonably be understood to be confidential ("Confidential Information"). Each party will keep the other’s Confidential Information in confidence, use it only to perform this agreement, and disclose it only to people who need it and are bound by similar obligations.

These obligations continue for 3 years after this agreement ends. Obligations relating to trade secrets continue for as long as the information remains a trade secret.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to it without an obligation of confidence, is independently developed without reference to the other party’s information, or is required to be disclosed by law — in which case the receiving party will give prompt notice where it is permitted to do so.

Section 6

Limitation of Liability and Indemnification

Neither party is liable to the other for indirect, incidental, special or consequential losses, or for lost profits, lost revenue or lost data, even if it was advised such losses were possible.

Each party’s total liability arising out of or relating to this agreement is limited to the total fees paid by the Client to Provider under the Statement of Work giving rise to the claim.

These limits do not apply to a party’s indemnification obligations, breach of confidentiality, infringement of the other party’s intellectual property, or liability that cannot be limited by law.

Each party will defend and indemnify the other against third-party claims arising from its own negligence, wilful misconduct, or breach of this agreement. The party seeking indemnity will give prompt notice and reasonable cooperation, and the indemnifying party will control the defence and any settlement that affects the other party only with its consent.

Section 7

Relationship of the Parties

Provider is an independent contractor, not an employee, partner or agent of Client. Provider controls the manner and means of performing the services, is responsible for its own taxes and insurance, and is not entitled to employee benefits. Neither party may bind the other.

During the term and for 12 months afterwards, neither party will knowingly solicit for employment any employee or contractor of the other who was directly involved in the services. General advertising not targeted at those individuals, and responses to it, are not a breach of this section.

Provider may work for other clients, including others in Client’s industry, provided it complies with its confidentiality obligations.

Section 8

Governing Law and General Terms

The parties have signed this Agreement as of the Effective Date, intending to be legally bound.

Provider

Provider

Signature  ·  Date

Client

 

Signature  ·  Date

Created with ConsultBase · myconsultbase.com

What this is for

An MSA is only half the structure.

The umbrella agreement sets your terms once. The work still has to be scoped, signed, and billed — every single engagement. ConsultBase is where that part lives.

Statements of Work that stay short

Your MSA carries the legal terms, so each SOW only has to say what the work is and what it costs. Generate them free.

SOW generator

Send it for signature, not as an attachment

Turn any agreement into a proposal your client signs in the browser. Accepted proposals become engagements automatically.

Bill the retainer without chasing it

Recurring terms on an accepted proposal set up the invoice schedule for you — no calendar reminder, no manual send.

Free to start. Paid plans remove the ConsultBase line from every document you generate.

What is a master service agreement?

A master service agreement — an MSA — is the umbrella contract that governs everything two parties do together. It deliberately contains no scope, no deliverables, and no fee. Its entire job is to answer the hard questions once: who owns the work product, how far liability extends, what stays confidential, who indemnifies whom, and what happens when either side wants out. Each individual engagement then lives in a separate Statement of Work that incorporates the MSA by reference.

That structure is why MSAs exist. Without one, every new project drags the same negotiation back to the table — or, far more often, skips it entirely and leaves both sides guessing. With one, the second project starts with a page instead of a contract review.

MSA vs. statement of work

The cleanest way to hold the distinction: the MSA carries the legal terms, the SOW carries the commercial ones.

The MSA — signed once

Ownership of work product, limitation of liability, indemnification, insurance, confidentiality, non-solicitation, payment defaults, termination, and governing law. Nothing here changes from project to project, which is exactly why it should only be agreed once.

The SOW — signed per engagement

Scope, deliverables, milestones, schedule, and fees. Everything that is specific to this piece of work. Two or three pages, because the ten pages of legal ground are already handled upstream.

What a master service agreement should include

This generator builds eight clause sections as you answer. Each one exists because leaving it out causes a specific, predictable argument later:

Services and Statements of Work

States that the MSA governs all work but commits to none of it, and that each engagement gets its own SOW. Also settles which document wins when they conflict — the detail that decides every ambiguity for the life of the relationship.

Term and termination

Notice periods, cure rights, and — critically — whether ending the MSA also ends work already in progress. Most templates go quiet here. Yours should not.

Fees and payment

The defaults each SOW inherits unless it says otherwise: payment window, late interest, expense pre-approval, and how disputed amounts are handled.

Intellectual property

Who owns the deliverables, and separately, whether you keep the tools, templates, and methods you brought with you. The single most consequential section, and the one clients push back on hardest.

Confidentiality

A mutual obligation with a defined duration, plus the standard carve-outs for information that was already public or independently developed.

Limitation of liability

The cap — usually the fees paid — and the exclusion of indirect and consequential damages. Without this section your exposure is theoretically unlimited, which is not a position an independent consultant should be in.

Indemnification and insurance

Who covers whom when a third party brings a claim, and whether you commit to carrying professional liability coverage. Larger clients will ask for both.

Relationship, non-solicit and general terms

Independent contractor status, mutual non-solicitation of each other’s people, governing law, and how disputes get resolved.

Do solo consultants really need one?

If you will ever do a second project for the same client — yes. The alternative is renegotiating ownership and liability every time, or skipping them and finding out what you agreed to only when something goes wrong. An MSA settles it once, while the relationship is warm and nobody is arguing. It also changes how you read to a procurement team: firms have master agreements, freelancers send invoices.

For a single bounded project with no expectation of more, a consulting engagement letter is lighter and perfectly sufficient. For an ongoing monthly arrangement, pair this with a retainer agreement.

Free, and more complete than most templates

Most free MSA templates are a download that asks for your email, then hands you a document with square brackets in it and no explanation of which option to pick. This one asks a question at each decision, tells you what the answer means, and writes the clause. You watch the agreement take shape in real time and download a Word file or PDF that already reads like it came from counsel. It’s built by ConsultBase, the client portal that helps independent consultants look like established firms.