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Master Services Agreement Template

This Master Services Agreement (MSA) template establishes the standard terms and conditions for all professional digital services provided by Anthromorphe LLC. Individual projects will be governed by specific Statements of Work (SOWs) that reference this agreement.

MASTER SERVICES AGREEMENT

Last Updated: December 2024

Effective Date: Upon execution by both parties

1. DEFINITIONS AND INTERPRETATION

For purposes of this Agreement, the following definitions apply:

"Agreement"
means this Master Services Agreement, including all amendments and SOWs.
"Client"
means the individual or entity contracting for Services.
"Services"
means web development, AI integration, digital marketing, automation solutions, and related professional services.
"Statement of Work" or "SOW"
means a written document describing specific project scope, deliverables, timeline, and fees.
"Deliverables"
means all work products, materials, and services specified in an SOW.

2. SCOPE OF SERVICES

2.1 Service Categories

Anthromorphe LLC provides the following categories of professional services:

  • Web Development: Custom websites, web applications, e-commerce platforms, responsive design
  • AI Integration: Machine learning implementation, chatbots, predictive analytics, automation
  • Digital Marketing: SEO/SEM, social media marketing, content strategy, paid advertising
  • Automation Solutions: Workflow automation, API integration, business process optimization
  • Consulting Services: Technical consulting, digital transformation, strategic planning

2.2 Statement of Work Requirements

All specific projects must be documented in a signed SOW that includes:

  • Detailed scope of work and deliverables
  • Project timeline and milestones
  • Payment terms and fee structure
  • Client responsibilities and dependencies
  • Acceptance criteria and testing procedures

2.3 Change Management

Changes to approved SOWs require written approval and may result in adjusted timelines and fees. Minor clarifications may be handled via email confirmation.

3. FEES AND PAYMENT TERMS

3.1 Fee Structure

Fees are specified in each SOW and may be structured as:

  • Fixed project fees with milestone payments
  • Hourly rates for time and materials engagements
  • Monthly retainer fees for ongoing services
  • Performance-based fees tied to specific outcomes

3.2 Payment Terms

  • Invoices are payable within thirty (30) days of receipt
  • Late payments incur a 1.5% monthly service charge
  • Project initiation requires 50% deposit unless otherwise specified
  • Final deliverables may be withheld pending full payment

3.3 Expenses

Client reimburses pre-approved expenses including third-party licenses, hosting fees, advertising spend, and travel costs exceeding $500.

4. PROJECT DELIVERY AND ACCEPTANCE

4.1 Delivery Standards

All deliverables will:

  • Meet specifications outlined in the applicable SOW
  • Comply with industry best practices and standards
  • Include appropriate documentation and training materials
  • Be delivered in formats specified in the SOW

4.2 Acceptance Process

Client has seven (7) business days to review deliverables and provide written feedback. Deliverables are deemed accepted if no feedback is provided within this period.

4.3 Revision Policy

Two rounds of revisions are included for each deliverable. Additional revisions will be billed at standard hourly rates unless otherwise specified in the SOW.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Work Product Ownership

Upon full payment, Client owns all custom work product specifically created for Client under this Agreement, including custom code, designs, and configurations.

5.2 Retained Rights

Anthromorphe retains ownership of:

  • Pre-existing intellectual property and methodologies
  • General knowledge, techniques, and experience gained
  • Reusable components, frameworks, and tools
  • Third-party software and licenses

5.3 Third-Party Components

Solutions may incorporate third-party software subject to separate licensing terms. Client is responsible for compliance with all third-party license requirements.

5.4 Portfolio Rights

Anthromorphe may display completed work in portfolios and marketing materials, with Client consent for confidential projects.

6. LIABILITY AND DISCLAIMERS

6.1 Limitation of Liability

ANTHROMORPHE'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

6.2 Excluded Damages

IN NO EVENT SHALL ANTHROMORPHE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION.

6.3 Professional Standards

Services will be performed in accordance with generally accepted industry standards. No warranties are made regarding specific performance outcomes or business results.

6.4 Client Responsibilities

Client is responsible for:

  • Providing accurate and complete project requirements
  • Timely review and approval of deliverables
  • Backup and security of their own data and systems
  • Compliance with applicable laws and regulations

7. CONFIDENTIALITY AND DATA PROTECTION

7.1 Mutual Confidentiality

Both parties agree to maintain confidentiality of all non-public information shared during the engagement, including business strategies, technical data, and proprietary information.

7.2 Data Protection

Anthromorphe will handle personal data in accordance with applicable privacy laws and our Privacy Policy. Client data will be processed only as necessary to provide the agreed services.

7.3 Security Measures

Industry-standard security measures will be implemented to protect Client data, including encryption, access controls, and secure development practices.

8. TERM AND TERMINATION

8.1 Agreement Term

This Agreement remains in effect until terminated by either party with thirty (30) days written notice. Individual SOWs may have different termination provisions.

8.2 Termination for Cause

Either party may terminate immediately for material breach, failure to pay undisputed amounts, or insolvency of the other party.

8.3 Effect of Termination

Upon termination, Client pays for all services performed and approved expenses incurred. Completed deliverables will be provided upon full payment.

9. GENERAL PROVISIONS

9.1 Governing Law

This Agreement is governed by the laws of California, United States, without regard to conflict of law principles.

9.2 Dispute Resolution

Disputes will be resolved through binding arbitration in Los Angeles, California, under the rules of the American Arbitration Association.

9.3 Force Majeure

Neither party is liable for delays caused by circumstances beyond their reasonable control, including natural disasters, government actions, or third-party service failures.

9.4 Entire Agreement

This Agreement, together with applicable SOWs, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

Questions About This Agreement?

For questions about this Master Services Agreement template or to request a customized agreement for your project, please contact us:

This document was last updated in December 2024.

This template is provided for informational purposes. Consult with legal counsel before executing any binding agreements.