Agency Master Services Agreement

Master Services Agreement

This Master Services Agreement (the "Agreement") is made on effective_date between agency_name ("Agency") and client_name ("Client"). Agency and Client are each a "party".

1. How this Agreement works

This Agreement sets the general terms for all work Agency does for Client. Each project is described in a statement of work ("SOW") signed by both parties. Each SOW forms part of this Agreement. If a SOW and this Agreement conflict, this Agreement applies, unless the SOW expressly says it changes a specific term of this Agreement for that project.

2. Services

Agency will perform the services and provide the deliverables described in each SOW, with reasonable skill and care, using suitably qualified people. Agency decides how to perform the services, and may use subcontractors. Agency remains responsible for its subcontractors' work.

3. Client responsibilities

Client will give Agency timely feedback, decisions, approvals, content and access to systems as described in each SOW. Client will name one person who can make decisions for each project. If Client is late with any of these, Agency is not responsible for the resulting delay, and the parties will agree any changes to the timeline or fees.

4. Changes

Either party may ask to change a SOW. A change takes effect only when both parties sign a written change order that states the effect on scope, timeline and fees.

5. Fees, expenses and payment

Client will pay the fees in each SOW. Agency will invoice as the SOW describes. Invoices are due within payment_terms_days days of the invoice date. Client will pay expenses that it approves in advance, at cost. Fees do not include taxes, which Client pays except for taxes on Agency's income.

If Client disputes an invoice in good faith, it will tell Agency in writing within 15 days, pay the undisputed part, and work with Agency to settle the dispute quickly. If an undisputed amount is more than 15 days overdue, Agency may pause work after giving 10 days' written notice.

6. Intellectual property

6.1 Client materials

Client keeps all rights in the content, brand assets, data and other materials it gives to Agency ("Client Materials"). Client gives Agency permission to use Client Materials only to perform the services.

6.2 Deliverables

When Client has paid in full for a deliverable, Agency assigns to Client all of its rights in the final version of that deliverable, except for Agency Materials and third-party materials.

6.3 Agency materials

Agency keeps all rights in its tools, code libraries, templates, know-how and other materials that it created before or separately from the services ("Agency Materials"). If Agency Materials are part of a deliverable, Agency gives Client a non-exclusive, perpetual, royalty-free license to use them as part of that deliverable.

6.4 Third-party materials

Fonts, stock images, software and other third-party materials are used under their own licenses. Agency will tell Client about any third-party license that a deliverable needs before Agency uses it.

6.5 Portfolio

Agency may show the final, public deliverables in its portfolio, unless Client asks it not to in writing or the work is Client's confidential information.

7. Confidentiality

Each party will keep the other party's non-public business, technical and financial information confidential, use it only for this Agreement, and share it only with its staff and advisers who need to know it and are bound by similar duties. This does not apply to information that is public through no fault of the receiving party, that the receiving party already had or develops independently, or that it receives lawfully from someone else. A party may disclose information when the law requires it, after giving the other party notice where the law allows. These duties continue for three years after this Agreement ends.

8. Personal data

If Agency processes personal data for Client, each party will comply with the data protection laws that apply, and the parties will sign a data processing agreement where those laws require one.

9. Warranties

Each party confirms that it has the authority to enter into this Agreement. Agency confirms that its services will be performed with reasonable skill and care. Client confirms that it has the rights it needs in the Client Materials. Except as stated in this Agreement or a SOW, neither party gives any other warranty, and neither party guarantees specific business results.

10. Indemnities

Each party will defend the other against any third-party claim that material it supplied (deliverables created by Agency, in Agency's case; Client Materials, in Client's case) infringes that third party's intellectual property rights, and will pay the damages and costs finally awarded or agreed in settlement. The party asking for protection must tell the other party promptly, let it control the defense, and give reasonable help. Agency's duty does not apply to infringement caused by Client Materials or by changes made by Client.

11. Limitation of liability

Neither party is liable for any indirect or consequential loss, or for loss of profit, revenue or data, even if it was told that such loss was possible.

Each party's total liability under this Agreement is limited to the fees paid and payable under the relevant SOW in the liability_months months before the event that caused the claim.

These limits do not apply to Client's duty to pay fees, to either party's indemnity duties, to breach of confidentiality, or to liability that the law does not allow to be limited.

12. Term and termination

This Agreement starts on the date above and continues until either party ends it. Either party may end this Agreement, or any SOW, with notice_days days' written notice. Either party may end this Agreement or a SOW immediately by written notice if the other party materially breaches it and does not fix the breach within 15 days of written notice.

When a SOW ends, Client pays for the work performed up to the end date and for expenses that Agency cannot cancel, and Agency delivers the work that Client has paid for. Sections 5, 6, 7, 10, 11 and 15 continue after this Agreement ends.

13. Non-solicitation

During this Agreement and for 12 months after it ends, neither party will directly solicit for employment any employee of the other party who worked on the services, without the other party's written consent. General job advertisements that are not targeted at the other party's staff are allowed.

14. Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or employment relationship.

15. General

Governing law: this Agreement is governed by the laws of the State of governing_state. Before either party starts legal proceedings, senior representatives of both parties will meet to try to settle the dispute in good faith.

Notices: notices must be in writing and may be sent by email to the contacts named in the current SOW.

Assignment: neither party may transfer this Agreement without the other's written consent, except to a buyer of all or most of its business.

Events outside a party's control: neither party is responsible for a delay caused by events outside its reasonable control, except delays in payment.

Entire agreement: this Agreement and the SOWs are the whole agreement between the parties about their subject. Changes must be in writing and signed by both parties. If a court finds any part of this Agreement unenforceable, the rest of it continues to apply.

Signatures: the parties may sign this Agreement electronically and in counterparts.

Agreement

By signing, the parties agree to this Master Services Agreement.

client_name

Client

agency_name

Agency

Electronic signatures follow below.