The master agreement carries the legal terms and the statement of work carries the commercial ones. Keep that split: renegotiating liability every time a new project starts is what this structure exists to prevent, and a statement of work that quietly varies the master terms defeats it.
Master Services Agreement
With Statement of Work, Service Levels and Charges schedules
The master agreement carries the legal terms and the statement of work carries the commercial ones. Keep that split: renegotiating liability every time a new project starts is what this structure exists to prevent, and a statement of work that quietly varies the master terms defeats it.
This Master Services Agreement (this "Agreement") is made at [PLACE OF EXECUTION] on [DATE] (the "Effective Date").
BY AND BETWEEN
[CLIENT NAME], a company incorporated under the Companies Act, 2013 bearing CIN [CIN] and PAN [PAN], having its registered office at [REGISTERED OFFICE ADDRESS] (the "Client") of the ONE PART;
AND
[SERVICE PROVIDER NAME], a company incorporated under the Companies Act, 2013 bearing CIN [CIN] and PAN [PAN], having its registered office at [REGISTERED OFFICE ADDRESS] (the "Service Provider") of the OTHER PART.
Recitals
A.The Client requires services of the nature described in the Statements of Work to be entered into under this Agreement.
B.The Service Provider represents that it has the skill, personnel, infrastructure, licences and experience required to provide such services.
C.The Parties wish to record the master terms that will govern all such services, with commercial and delivery particulars to be set out in individual Statements of Work.
NOW THEREFORE the Parties agree as follows:
1. Definitions and interpretation
1.1In this Agreement:
(a)"Acceptance" means acceptance of a Deliverable in accordance with Clause 6, and "Accept" and "Accepted" are construed accordingly;
(b)"Background IP" means intellectual property owned by or licensed to a Party as at the Effective Date, or created independently of this Agreement, together with all modifications and enhancements to it;
(c)"Business Day" means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in [CITY];
(d)"Charges" means the fees and other amounts payable by the Client as set out in the applicable Statement of Work or in Schedule 3;
(e)"Deliverable" means any output, report, software, documentation, design or other item that the Service Provider is required to deliver under a Statement of Work;
(f)"Foreground IP" means intellectual property created by or on behalf of the Service Provider in the course of performing the Services, including in the Deliverables, but excluding Background IP;
(g)"Personnel" means the employees, agents, contractors and subcontractors of a Party engaged in connection with this Agreement;
(h)"Services" means the services described in a Statement of Work, together with all activities reasonably necessary or incidental to their proper performance;
13 more pages in the Word file
Preview of the first page. Highlighted fields are the ones you fill in — they appear the same way in Word. Scroll the preview to read on; the full document runs to 14 pages.
These notes accompany the template and explain the drafting choices, the compliance points and the mistakes most often made with this document. They appear as a final page in the Word file, intended to be deleted before the document is executed.
A master agreement plus SOWs lets you negotiate the hard legal terms once and then order work quickly. The value of the structure is destroyed if SOWs quietly re-negotiate the master terms, which is why Clause 2.2 requires a variation to identify the clause it varies by number. Reject SOWs that contain free-floating legal language.
This template puts the master agreement above the SOW. That is the client-favourable position and is the market norm for the client side. Suppliers often push for the SOW to prevail. If you concede that, tighten Clause 2.2 so that only commercial terms (scope, price, dates) can prevail, never liability, IP, indemnity or data protection.
Clause 8.4 makes the assignment conditional on payment. Service providers ask for this and it is reasonable. Clients should ensure the licence in Clause 8.4 is wide enough to permit acceptance testing, and should track payment carefully — an unpaid final invoice can leave ownership of a key deliverable unresolved.
Clause 8.6 is the clause most often deleted and most often regretted. A copyleft component embedded in a deliverable can, depending on the licence and how the component is used, create obligations that conflict with the client’s commercial plans. Insist on the bill of materials.
If your supplier is a registered micro or small enterprise, the payment period is not freely negotiable — Section 15 of the MSMED Act, 2006 caps it, and Section 16 imposes compound interest at three times the RBI bank rate on delayed payments. There are also income-tax consequences for the buyer where payment is delayed beyond the statutory period. Confirm the position with your chartered accountant.
From 1 April 2026 the deduction provisions sit in Section 393 of the Income-tax Act, 2025; the old 194-series section numbers should no longer be quoted on challans or returns. Clause 7.5 (the input tax credit clause) is the practical protection against a supplier who invoices GST but does not report or pay it — keep it.
Schedule 2 is set out in landscape so the seven columns remain readable. Delete the rows that do not apply rather than leaving them blank; unpopulated service levels are a common source of dispute. Decide early whether service credits are the sole remedy — as drafted they are, which favours the supplier, but the termination triggers in the final column preserve the client’s real leverage.
Clause 13.3 leaves the cap open because it is genuinely a commercial decision. A cap equal to twelve months’ charges is common in the Indian mid-market; higher multiples or a separate super-cap for data breaches are usual where the supplier processes large volumes of personal data. Make sure the carve-outs in Clause 13.4 survive negotiation intact.
Clause 10 is an interface only. Execute the separate Data Processing Agreement before any personal data is shared. The substantive DPDP obligations become enforceable on 13 May 2027, but contracts signed today will be in force by then.
A services agreement is generally stamped as an agreement; the rate is State-specific and some States levy ad valorem duty on agreements involving consideration. Confirm the correct article and, if the value is significant, take advice before executing. Retain the board resolution or power of attorney authorising each signatory.
Reflects Indian law current as of {{DATE OF USE}}. Verify before relying on it.
This is a ready-to-use template provided for convenience. Laws and requirements change, and every situation is different — please have it reviewed by a qualified professional (a lawyer, company secretary, or chartered accountant as relevant) before you rely on it.