Vendor Master Services Agreement (MSA)
B2B Master Services Agreement framework with attached Statements of Work — for ongoing vendor relationships beyond a single transaction.
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MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement" or "MSA") is entered into
as of May 11, 2026 (the "Effective Date") by and between:
CUSTOMER: Northstar Logistics, Inc., a Delaware corporation
500 W Madison St, Suite 1200, Chicago, IL 60661
VENDOR: Pacific Cloud Solutions, LLC, an Oregon limited liability company
925 NW 19th Ave, Portland, OR 97209
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1. SERVICES AND STATEMENTS OF WORK
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1.1 Services. Vendor shall provide the following general scope of
services to Customer:
Cloud infrastructure consulting, managed services, and software development as further described in one or more Statements of Work executed by the parties from time to time. Each SOW is incorporated into this MSA on its execution date.
1.2 Statements of Work. Specific services, deliverables, fees, and
schedules shall be set forth in one or more Statements of Work ("SOW")
executed by both parties. Each SOW is incorporated into this MSA on
the date both parties sign it.
1.3 Order of Precedence. In any conflict between this MSA and a SOW:
the SOW controls only with respect to the specific subject matter of
that SOW; this MSA controls in all other respects.
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2. FEES, INVOICING, AND PAYMENT
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2.1 Fees. Customer shall pay the fees set forth in each SOW.
2.2 Invoicing. Vendor shall invoice Customer monthly in arrears unless
the SOW provides otherwise.
2.3 Payment Terms. Net 30 from invoice date.
2.4 Late Fees. Past-due amounts accrue interest at 1.5% per month or maximum permitted by law, whichever is less.
2.5 Taxes. Fees are exclusive of taxes. Customer is responsible for
sales, use, VAT, GST, and similar transaction taxes (excluding taxes
on Vendor's net income).
2.6 Disputed Amounts. Customer shall notify Vendor in writing of any
disputed amount within 15 days of invoice receipt; the parties shall
work in good faith to resolve. Undisputed amounts must be paid on
schedule.
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3. INTELLECTUAL PROPERTY
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3.1 Pre-Existing IP. Each party retains ownership of all IP it owned
or developed before the Effective Date or independently of this
Agreement.
3.2 Deliverables. Unless otherwise specified in a SOW, Vendor assigns
to Customer all right, title, and interest in deliverables specifically
created for Customer under that SOW, upon full payment for those
deliverables.
3.3 Vendor Tools and General Methodologies. Notwithstanding §3.2,
Vendor retains ownership of its tools, methodologies, frameworks, and
generally applicable know-how, and grants Customer a non-exclusive,
perpetual license to use the same to the extent embedded in
deliverables.
3.4 Customer Materials. Customer grants Vendor a limited, non-
exclusive license to use Customer Materials solely as necessary to
perform the services.
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4. CONFIDENTIALITY
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4.1 Each party shall protect the other's Confidential Information using
the same care it uses for its own confidential information (and not
less than reasonable care).
4.2 Confidential Information may be used only to perform under this
Agreement and disclosed only to Personnel with a need to know who are
bound by similar confidentiality obligations.
4.3 The obligations survive termination for 5 years (perpetually for
trade secrets).
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5. WARRANTIES
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5.1 Mutual. Each party warrants that it has authority to enter into
this Agreement.
5.2 Vendor. Vendor warrants that services will be performed in a
professional manner consistent with industry standards. Customer's
sole remedy for breach is re-performance.
5.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED
"AS IS" AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
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6. INDEMNIFICATION
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6.1 Vendor IP Indemnity. Vendor shall defend and indemnify Customer
against any third-party claim that the deliverables infringe a U.S.
patent, copyright, or trademark.
6.2 Customer Materials Indemnity. Customer shall defend and indemnify
Vendor against any claim arising from Customer Materials.
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7. LIMITATION OF LIABILITY
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7.1 EXCLUSIONS. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS,
LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE CAUSE OF ACTION.
7.2 CAP. EACH PARTY'S AGGREGATE LIABILITY IS CAPPED AT
Fees paid in the prior 12 months.
7.3 EXCEPTIONS. The cap and exclusions do NOT apply to: (a) breach of
confidentiality; (b) IP infringement indemnity (§6.1); (c) gross
negligence or willful misconduct; (d) Customer's payment obligations.
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8. TERM AND TERMINATION
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8.1 Term. The initial term is 2 year(s) from the Effective Date,
auto-renewing for successive 1-year terms unless either party provides
written notice of non-renewal at least 30 days before the renewal date.
8.2 Termination for Cause. Either party may terminate for material
breach uncured after 30 days' written notice.
8.3 Termination for Convenience. Customer may terminate any SOW (or
this MSA when no SOWs are active) on 30 days' written notice;
Customer pays for services performed through the termination date.
8.4 Effect of Termination. Confidentiality, IP assignment, payment
obligations for completed work, indemnification, and limitation of
liability survive.
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9. GOVERNING LAW; DISPUTE RESOLUTION
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9.1 Governing Law. This Agreement is governed by the laws of the State
of Delaware, excluding its conflict-of-laws principles.
9.2 Dispute Resolution. Binding arbitration (AAA Commercial Rules) in governing-law state.
9.3 Injunctive Relief. Either party may seek injunctive relief in any
court of competent jurisdiction for breach of confidentiality or IP.
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10. GENERAL
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10.1 Independent Contractor. Vendor is an independent contractor, not
an employee, agent, partner, or joint venturer of Customer.
10.2 Assignment. Neither party may assign without the other's written
consent, except in connection with a merger or sale of substantially
all assets.
10.3 Notices. Written notices to the addresses above (or such other
address as a party may designate). Notice by email to a designated
notice address is sufficient.
10.4 Force Majeure. Neither party is liable for delay or failure
caused by events beyond reasonable control (natural disaster, war,
labor disruption, governmental action, internet/utility outage),
provided the affected party gives prompt notice and uses reasonable
efforts to mitigate.
10.5 Entire Agreement. This MSA together with all SOWs constitutes the
entire agreement and supersedes all prior discussions. Amendments must
be in writing signed by both parties.
10.6 Severability. If any provision is held unenforceable, the
remainder remains in effect.
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SIGNATURES
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CUSTOMER: Northstar Logistics, Inc., a Delaware corporation
By: _____________________________________ May 11, 2026
Devon Patel — Chief Operating Officer Date
VENDOR: Pacific Cloud Solutions, LLC, an Oregon limited liability company
By: _____________________________________ May 11, 2026
Lisa Brennan — Managing Director Date
About this template
A Master Services Agreement (MSA) is the framework contract that governs an ongoing vendor relationship: instead of negotiating a fresh contract for every project, the parties negotiate the MSA once (covering legal terms — IP, confidentiality, liability, termination, dispute resolution) and then attach Statements of Work (SOWs) for individual projects. The SOW handles the project-specific specifics: scope, deliverables, fees, schedule. The MSA-plus-SOW structure is standard in B2B services because it (a) reduces transaction cost for repeat work, (b) ensures consistent legal terms across projects, (c) lets business teams negotiate scope/price independently of legal terms, and (d) makes auditing easier. Key MSA negotiation points: (1) Order of precedence — when MSA and SOW conflict, this clause says which wins. Most MSAs say SOW wins on its specific subject matter, MSA wins everywhere else; some larger customers reverse this. (2) IP ownership — does Customer own deliverables, or does Vendor retain a license to its tools and methodologies? Most MSAs split: Customer owns customer-specific deliverables, Vendor retains its general tools. (3) Liability cap — typically capped at 12 months of fees paid. Carve-outs from the cap typically include confidentiality breach, IP indemnity, gross negligence, and willful misconduct; some Customers also carve out data-breach liability. (4) Indemnification scope — IP infringement is standard; some MSAs add data-breach, regulatory-compliance, employment-misclassification indemnities. (5) Termination for convenience — most Customers want it; most Vendors want a meaningful notice period (30-90 days) and payment for work in progress. (6) Auto-renewal — common; the notice period for non-renewal is the negotiation point. Some states regulate auto-renewals (e.g., California Business & Professions Code §17600 et seq.); B2B is generally exempt but check. (7) Governing law — Delaware (corporate-friendly), New York (well-developed commercial law), or California (consumer-protective; less common for B2B) are typical. (8) Arbitration vs. courts — arbitration is faster and confidential but limits appeal; courts allow class actions and discovery. The Federal Arbitration Act (9 USC § 1 et seq.) makes arbitration agreements broadly enforceable; some states (California, New York) have arbitration-skeptical case law for consumer contracts but B2B arbitration is generally enforceable. (9) Independent contractor — important for tax and employment-law purposes; the IRS 20-factor test and state ABC tests evaluate the substantive relationship, not just the contract label. Misclassification creates back-pay, tax, and benefits liability. (10) Subcontracting — Vendor often wants to subcontract; Customer wants approval rights and pass-through of obligations. This MSA is a balanced template suitable for ongoing professional services or software development engagements; high-stakes deals (large dollar amounts, regulated industries, sensitive data) typically require a separate Data Processing Agreement, Business Associate Agreement (HIPAA), Security Schedule, or Statement of Compliance.
When to use it
- Engaging a vendor for ongoing services across multiple projects.
- Replacing a series of one-off contracts with a single framework.
- Establishing a long-term consulting, software development, or managed-services relationship.
- When the parties anticipate multiple SOWs over a multi-year horizon.
What to include
- Customer and Vendor legal entity identification.
- General services description with hooks for SOWs.
- Order-of-precedence clause (MSA vs. SOW).
- Payment terms (Net 30 / Net 45) and late fee.
- IP ownership of deliverables and Vendor tools.
- Confidentiality with survival period.
- Limited services warranty plus AS-IS disclaimer.
- IP infringement indemnification.
- Liability cap with carve-outs (confidentiality, IP, gross negligence).
- Term, auto-renewal, and termination (cause + convenience).
- Governing law and dispute resolution forum.
- Independent contractor, assignment, force majeure, notices.
- Signature blocks with name and title.