Master Services Agreement (MSA) Template (India) — Free Format
A master services agreement (MSA) sets the legal terms for an ongoing relationship once, so each new project only needs a short statement of work (SOW). This template suits IT services, consulting and agency relationships between Indian companies and their clients.
Stamp, registration and e-sign at a glance
The three things to settle before anyone signs this agreement in India.
Payable under the stamp law of the state where it is signed; rates vary by state. Unstamped, it cannot be used as evidence until duty and penalty are paid.
Check your state's rateRegistration is not required.
This agreement can be signed electronically with Aadhaar eSign or a DSC under the Information Technology Act, 2000. Electronic signatures listed in the Act's Second Schedule carry a presumption of reliability.
What cannot be e-signedWhat is a MSA?
An MSA contains the terms that rarely change — confidentiality, IP, liability, indemnity, data protection, payment mechanics and dispute resolution. Each SOW then sets out scope, deliverables, timeline and fees for one project and is governed by the MSA.
When to use it
- You expect several projects with the same client or vendor
- Procurement wants one negotiated set of legal terms
- Projects vary in scope but legal risk allocation should stay the same
Key clauses checklist
Make sure your draft covers each of these. Linked clauses open a sample wording with drafting tips.
- Order of precedence between MSA and SOWs
- Change control
- Payment terms Sample clause
- Intellectual property Sample clause
- Data protection Sample clause
- Limitation of liability Sample clause
- Non-solicitation of staff Sample clause
- Assignment and change of control Sample clause
Indian law notes
Stamp duty on SOWs
Depending on the state and how SOWs are drafted, each SOW may be a separate instrument that attracts its own duty. Ask your advocate whether SOWs should be executed as supplements to the stamped MSA.
Non-solicitation
A clause preventing a party from poaching the other's employees during the contract is usually treated differently from a post-termination restraint on trade, but long post-term restrictions risk being void under Section 27. Keep the period short and reasonable.
Data protection
Where the vendor processes personal data for the client, the client is typically the data fiduciary and the vendor a data processor under the DPDP Act, 2023. The MSA should require processing only on instructions, security safeguards and breach notification.
MASTER SERVICES AGREEMENT
This Master Services Agreement ("MSA") is made on [Date] between [Client Name], [Address] ("Client") and [Vendor Name], [Address] ("Vendor").
1. STRUCTURE
1.1 The Vendor will provide services under statements of work ("SOWs") signed by both parties. Each SOW incorporates this MSA.
1.2 If an SOW conflicts with this MSA, this MSA prevails unless the SOW expressly states that a specific clause of the MSA is varied for that SOW only.
2. CHANGE CONTROL
Changes to an SOW's scope, timeline or fees require a written change order signed by both parties.
3. PERSONNEL
The Vendor is responsible for its personnel, including their wages, statutory benefits, taxes and conduct. Key personnel named in an SOW will not be replaced without the Client's consent, which will not be unreasonably withheld.
4. ACCEPTANCE
Deliverables are accepted when the Client confirms in writing that they meet the acceptance criteria in the SOW, or [10] business days after delivery if the Client raises no written defects.
5. FEES AND PAYMENT
Fees are set out in each SOW and are exclusive of GST. Invoices are payable within [30] days. Late undisputed amounts carry interest at [12]% per year.
6. INTELLECTUAL PROPERTY
6.1 On full payment, the Vendor assigns to the Client all rights in deliverables created specifically for the Client under an SOW.
6.2 The Vendor retains its pre-existing materials and general know-how and grants the Client a perpetual, non-exclusive, royalty-free licence to use them as part of the deliverables.
7. CONFIDENTIALITY
Each party shall keep the other's confidential information secret during this MSA and for [3] years after it ends.
8. DATA PROTECTION
Where the Vendor processes personal data for the Client, it shall do so only on the Client's documented instructions, apply reasonable security safeguards, notify the Client without undue delay of any personal data breach, assist with data principal requests, and delete or return the data at the end of the SOW, in line with the Digital Personal Data Protection Act, 2023.
9. WARRANTIES
The Vendor warrants that services will be performed professionally, deliverables will materially conform to the SOW for [90] days after acceptance, and deliverables will not knowingly infringe third-party rights.
10. INDEMNITY
The Vendor shall indemnify the Client against third-party claims for intellectual property infringement by the deliverables and for breach of data protection obligations.
11. LIMITATION OF LIABILITY
Except for indemnities, confidentiality, data protection breaches and fraud, each party's total liability under this MSA and all SOWs is limited to the fees paid in the [12] months before the claim. Neither party is liable for indirect, consequential or lost-profit losses.
12. NON-SOLICITATION
During the term and for [6] months after, neither party shall solicit for employment the other's employees who worked on an SOW, except through general advertisements.
13. TERM AND TERMINATION
This MSA runs for [3] years and continues for any SOW still in progress. Either party may terminate an SOW or this MSA on [60] days' notice, or immediately for an uncured material breach within [30] days of notice.
14. ASSIGNMENT
Neither party may assign this MSA without the other's consent, except to a group company or a successor on a merger, with notice.
15. DISPUTES AND LAW
Indian law applies. Disputes go to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, seated at [City].
16. GENERAL
Entire agreement; written amendments; electronic signatures and counterparts permitted.
For the Client: ____________ For the Vendor: ____________
SOW TEMPLATE (attach for each project)
SOW No. [ ] under the MSA dated [ ]
Scope and deliverables: [ ]
Timeline and milestones: [ ]
Acceptance criteria: [ ]
Fees and invoicing: [ ]
Key personnel: [ ] Replace every [placeholder] and delete options that do not apply.
How to execute it
From blank template to a signed, stamped and stored contract.
Negotiate the MSA once with legal and procurement.
Agree an SOW template so business teams can start projects quickly.
Confirm with your advocate how SOWs are stamped in your state.
Sign the MSA electronically and link every SOW to it in your repository.
Track the MSA expiry and each SOW's end date separately.
Frequently asked questions
Why use an MSA instead of one contract per project?
An MSA avoids renegotiating liability, IP and confidentiality every time. Each new project only needs a short SOW, which speeds up approvals.
Does each SOW need stamp duty?
Possibly. Whether an SOW is a separate chargeable instrument depends on state law and drafting. Check with your advocate.
What happens to SOWs if the MSA expires?
In this template the MSA continues to govern any SOW still in progress until that SOW ends.
Related templates
Stop emailing Word files around
Turn this format into an approved template, collect approvals, buy e-stamp paper, send it for Aadhaar eSign and get reminded before it renews.