Master Service Agreement Template for Software Development

A Master Service Agreement (MSA) for software development is a comprehensive contract that outlines the terms and conditions between a service provider and a client for the delivery of software development services. This agreement serves as a foundational document that governs the relationship between the parties involved, ensuring clarity and mutual understanding of roles, responsibilities, and expectations. Below is a detailed template for a Master Service Agreement specifically tailored for software development projects. This template covers key aspects such as scope of work, deliverables, payment terms, intellectual property rights, confidentiality, and dispute resolution.

1. Introduction This Master Service Agreement (MSA) is entered into as of [Date] by and between [Client Name], with its principal place of business at [Client Address] ("Client"), and [Service Provider Name], with its principal place of business at [Service Provider Address] ("Service Provider").

2. Scope of Work The Service Provider agrees to perform software development services as described in the attached Statement of Work (SOW). The SOW shall detail the specific services, deliverables, and milestones agreed upon by both parties. Any changes to the SOW must be agreed upon in writing by both parties.

3. Deliverables The Service Provider will deliver the following:

• Software Application: Detailed description of the software application including functionalities, features, and any specific requirements.
• Documentation: Technical documentation, user guides, and other related documents.
• Support: Post-delivery support and maintenance services, if applicable.

4. Payment Terms The Client agrees to pay the Service Provider the total amount of [Total Amount] in accordance with the following payment schedule:

• Initial Payment: [Amount] due upon signing the MSA.
• Milestone Payments: Payments of [Amount] upon completion of specific milestones as detailed in the SOW.
• Final Payment: [Amount] due upon final delivery and acceptance of the software.

Payments are to be made within [Number] days of receiving an invoice from the Service Provider. Late payments will incur interest at a rate of [Interest Rate]% per month.

5. Intellectual Property Rights All intellectual property rights in the software developed under this MSA will be owned by [Ownership Details]. The Service Provider grants the Client a non-exclusive, perpetual, and worldwide license to use, modify, and distribute the software.

6. Confidentiality Both parties agree to keep confidential any proprietary or sensitive information disclosed during the course of this agreement. This includes, but is not limited to, trade secrets, business plans, and technical data.

7. Warranties and Disclaimers The Service Provider warrants that the software will perform in accordance with the specifications set forth in the SOW. No other warranties, express or implied, are provided. The Service Provider will not be liable for any indirect, incidental, or consequential damages arising from the use of the software.

8. Term and Termination This agreement will commence on [Start Date] and will continue until [End Date] or until terminated by either party with [Number] days' written notice. Termination for cause may occur if either party fails to perform its obligations under this agreement.

9. Dispute Resolution Any disputes arising from this agreement will be resolved through mediation. If mediation fails, the dispute will be settled through arbitration in accordance with the rules of [Arbitration Institution].

10. Governing Law This MSA will be governed by and construed in accordance with the laws of [State/Country].

11. Miscellaneous

• Entire Agreement: This MSA constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
• Amendments: Any amendments to this agreement must be made in writing and signed by both parties.
• Severability: If any provision of this MSA is found to be invalid, the remaining provisions will remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Master Service Agreement as of the date first written above.

Client: [Client Name]
Service Provider: [Service Provider Name]

Signature: ___________________________
Name: [Client Representative Name]
Title: [Client Representative Title]
Date: [Date]

Signature: ___________________________
Name: [Service Provider Representative Name]
Title: [Service Provider Representative Title]
Date: [Date]