Master Services Agreement
A free, editable Word Master Services Agreement drafted for England & Wales, a generic business-to-business framework under which a supplier provides services via individual Statements of Work, with balanced IP, confidentiality, UK GDPR, warranties, an IP indemnity, a UCTA-compliant liability cap, and exclusive England & Wales jurisdiction.
What's inside
A complete, UK-drafted master services agreement
- A framework (MSA) + Statement of Work structure with a clear order of precedence
- Services standard, customer obligations, change control, charges and late-payment interest
- Balanced IP (background vs deliverables), confidentiality, and a UK GDPR / Article 28 data clause
- Warranties, an IP infringement indemnity, and a UCTA 1977-compliant limitation of liability
- Term, termination, force majeure, and a clear consequences-of-termination and survival regime
- Governing law and exclusive jurisdiction of the courts of England and Wales
How it works
- 1
Tell us where to send it
Enter your name, work email and organisation. We email you an editable Microsoft Word (.docx) file, personalised with your name.
- 2
Fill in the bracketed fields
Open it in Word, Google Docs or LibreOffice and complete every [bracketed] field with your details and commercial terms.
- 3
Review and adapt before use
Adapt the clauses to your circumstances and have it reviewed by a qualified solicitor before you sign or publish it.
This template is not legal advice. Writford is a software company, not a law firm, and is not regulated by the SRA. This document is a starting point that must be reviewed, adapted and approved by a qualified solicitor before use. It was last reviewed on 25 June 2026.
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What is a Master Services Agreement and why use one?
An MSA settles the terms once, so each later piece of work only needs a short statement of work covering scope, price and dates. It exists so you are not renegotiating liability, IP and payment terms every time you start a project with the same customer.
- What goes in the MSA and what goes in the statement of work?
- The MSA holds what stays the same: liability, intellectual property, confidentiality, termination, governing law. The statement of work holds what changes: scope, deliverables, timescales and price.
- Should we cap our liability?
- Most commercial suppliers do, commonly at the fees paid over the preceding twelve months. Some liabilities cannot be excluded in England and Wales, such as death or personal injury caused by negligence, and the template reflects that.
- Who owns the intellectual property in the deliverables?
- Whatever you agree. The usual pattern is that the customer owns the specific deliverables while the supplier keeps its own pre-existing tools and know-how, and the template is drafted that way.
- What happens if the statement of work contradicts the MSA?
- The agreement sets an order of precedence, so the answer is decided in advance rather than argued about later. That single clause resolves most disputes about which document wins.
- Does an MSA work for a one-off project?
- It is more than you need for a single small job. It pays for itself from the second project onwards, or from the first if the relationship is expected to continue.