Master Services Agreement Template for Software Development

Master Services Agreement (MSA) for Software Development

1. Introduction

This Master Services Agreement (the "Agreement") is made effective as of [Effective Date], by and between [Client Company Name], with its principal place of business at [Client Address] ("Client"), and [Service Provider Company Name], with its principal place of business at [Service Provider Address] ("Service Provider"). Client and Service Provider may collectively be referred to as the "Parties" or individually as a "Party."

2. Services

2.1 Scope of Services: Service Provider agrees to perform the services described in one or more Statements of Work ("SOW") which are incorporated by reference into this Agreement. Services may include, but are not limited to, software development, maintenance, and support as detailed in the respective SOW.

2.2 Changes to Services: Any changes to the scope of services must be made in writing and agreed upon by both Parties. Such changes may affect the timeline and cost of the services.

3. Payment

3.1 Fees: Client agrees to pay Service Provider the fees specified in the SOW. Fees may be based on a fixed price, time and materials, or other methods as agreed upon in the SOW.

3.2 Invoicing and Payment: Service Provider shall submit invoices to Client in accordance with the payment schedule set forth in the SOW. Payment is due within [number] days of receipt of the invoice, unless otherwise specified in the SOW.

3.3 Late Payments: Any late payments shall accrue interest at the rate of [interest rate]% per month, or the maximum rate permitted by law, whichever is less.

4. Term and Termination

4.1 Term: This Agreement shall commence on the Effective Date and continue until terminated by either Party as provided herein.

4.2 Termination for Convenience: Either Party may terminate this Agreement for any reason with [number] days' written notice to the other Party.

4.3 Termination for Cause: Either Party may terminate this Agreement immediately if the other Party breaches any material term of this Agreement and fails to cure such breach within [number] days of receipt of written notice of the breach.

4.4 Effects of Termination: Upon termination, Client shall pay Service Provider for all services performed up to the date of termination. Service Provider shall deliver to Client all work products and materials as specified in the SOW.

5. Confidentiality

5.1 Confidential Information: Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of this Agreement. Confidential Information does not include information that is publicly available or was independently developed without the use of confidential information.

5.2 Obligations: The Parties agree to use Confidential Information only for the purpose of performing the services under this Agreement and to protect it using the same degree of care that they use to protect their own confidential information.

6. Intellectual Property

6.1 Ownership: Unless otherwise specified in the SOW, all intellectual property rights in the work products created by Service Provider in the course of providing the services shall be owned by Client. Service Provider grants Client a perpetual, royalty-free, worldwide license to use, modify, and distribute such work products.

6.2 Pre-existing Intellectual Property: Each Party retains ownership of its pre-existing intellectual property and grants the other Party a limited, non-exclusive license to use such intellectual property solely for the purpose of performing the services under this Agreement.

7. Warranties and Disclaimers

7.1 Warranties: Service Provider warrants that the services will be performed in a professional and workmanlike manner and in accordance with the standards set forth in the SOW.

7.2 Disclaimer: Except as expressly set forth in this Agreement, Service Provider makes no other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

8. Liability

8.1 Limitation of Liability: Neither Party shall be liable for any indirect, incidental, consequential, or punitive damages arising out of this Agreement, whether in contract, tort, or otherwise. The total liability of either Party under this Agreement shall not exceed the total fees paid by Client to Service Provider under the applicable SOW.

8.2 Indemnification: Each Party agrees to indemnify, defend, and hold harmless the other Party from and against any claims, damages, liabilities, and expenses arising out of the indemnifying Party's negligence or willful misconduct.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of [Governing State], without regard to its conflict of laws principles.

10. Dispute Resolution

10.1 Negotiation: The Parties agree to attempt to resolve any disputes through informal negotiations prior to seeking resolution through formal dispute resolution processes.

10.2 Arbitration: Any disputes that cannot be resolved through informal negotiation shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

11. Miscellaneous

11.1 Entire Agreement: This Agreement, including any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral.

11.2 Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.

11.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Notices: All notices under this Agreement shall be in writing and sent to the addresses set forth above.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Client Company Name] [Service Provider Company Name]

By: ________________________ By: ________________________

Name: ______________________ Name: ______________________

Title: _______________________ Title: _______________________

Date: _______________________ Date: _______________________