Master Services Agreement
This document is a Master Services Agreement (MSA) template designed for professional service engagements in India.
Key Features
- Comprehensive B2B framework for ongoing professional service relationships
- Modular structure with main agreement plus Statement of Work (SOW) system for project-specific details
- 19 detailed clauses covering engagement scope, IP rights, confidentiality, liability, and termination
- Strong IP protection with full assignment of deliverables and work product to client
- Robust confidentiality provisions with 2-year post-termination survival period
- Professional service focus including subcontracting controls, non-solicitation clauses, and performance warranties
- Indian compliance with TDS provisions, stamp duty allocation, and local jurisdiction
- Flexible payment terms with interest on delays and milestone-based invoicing
Ideal for: Consulting firms, IT service providers, Professional service companies, Agencies, Freelancers, Businesses providing ongoing professional services to corporate clients
Key Differentiator: Establishes a master framework supporting multiple projects over time, Includes detailed IP assignment and ownership protections, Designed for high-value professional and consulting engagements, Provides comprehensive liability and confidentiality safeguards, Balances flexibility with strong legal enforceability
Table of Contents
- Definitions
- Engagement & Scope of Services
- Term and Termination
- Intellectual Property Rights
- Confidentiality
- Payment Terms
- Representations and Warranties
- Limitation of Liability
- Indemnity
- Governing Law and Jurisdiction
- Notices
- Entire Agreement
Disclaimer: This agreement does not constitute legal advice or legal services of any kind. This is merely a first draft provided for your ease. Please consult a lawyer before you finalise the draft.