MASTER SERVICE AGREEMENT

Master Service Agreement

A master services agreement between Northwind Studio and Acme Co that governs all statements of work signed under it.

Parties and Framework

This Master Service Agreement ("MSA") is entered into by Northwind Studio (the "Provider") and Acme Co (the "Client"). It sets the commercial and legal framework for the parties' relationship. Individual projects, deliverables, and fees are documented in Statements of Work ("SOWs") that reference this MSA.

Recitals

The Client anticipates engaging the Provider for multiple projects over time. Rather than renegotiate baseline terms for each project, the parties are entering into this MSA to establish shared commercial and legal terms once, and to focus each SOW on scope, deliverables, timeline, and fees. In the event of a conflict, the terms of a specific SOW take precedence over this MSA for that SOW.

Services and Statements of Work

Services are ordered under three standard SOW types. Each type follows the same lifecycle: scope, sign, deliver, close.

Roles and Responsibilities

• Each party names a primary point of contact for every active SOW
• Client provides timely feedback, access, and information required to deliver
• Provider assigns qualified personnel and manages its own subcontractors
• Change orders are captured in writing before scope changes take effect
• Both parties meet quarterly to review active SOWs and upcoming needs

Order of precedence: in the event of a conflict between this MSA and a signed SOW, the SOW governs for that engagement only.

Commercial and Legal Terms

These terms apply to every SOW signed under this MSA unless the SOW says otherwise. The standard rate card below is the default; specific SOWs may override rates.

Payment Terms

Confidentiality

Each party treats the other's non-public information as confidential and uses it only to perform under this MSA and any SOW. This obligation continues for three years after the end of the MSA.

Intellectual Property

On receipt of payment, the Client owns the final deliverables produced under each SOW. The Provider retains ownership of its pre-existing materials, tools, and methodologies, and grants the Client a perpetual license to use them as embedded in the deliverables.

Limitation of Liability

Neither party's aggregate liability under any SOW exceeds the fees paid or payable under that SOW in the twelve months preceding the claim. Neither party is liable for indirect, consequential, or punitive damages. This limitation does not apply to breaches of confidentiality or willful misconduct.

Termination

Either party may terminate this MSA with 60 days' written notice, provided no SOW is active. Individual SOWs may be terminated on their own notice terms; fees for work delivered up to termination remain due.

Acceptance

To bring this MSA into effect, complete the fields below and sign. No services are performed under this MSA until a specific SOW is signed by both parties.

GOVERNING LAW (STATE)

CLIENT NOTICE ADDRESS