Can the MSA be signed electronically?

Yes. Electronic signatures executed with intent, consent, attribution, and retention meet the ESIGN Act standard (15 U.S.C. §7001) and UETA in most states, making e-signed MSAs enforceable in interstate commerce.

Is notarization required for an MSA?

Typically no. Notarization is rarely required for service agreements. Use notary or RON only if state law or a contracting party specifically requests notarized execution.

Who must sign the MSA?

A person with authority to bind the legal entity should sign (officer, authorized agent). Include printed name and title to document delegation and avoid later authority disputes.

How do I amend the MSA?

Amendments should be written, reference the MSA, and be signed by authorized representatives. Avoid oral modifications unless the MSA explicitly permits them and state law allows such forms.

How long should I keep the executed MSA?

Retain for the contract term plus at least 3 years; follow federal and industry rules such as IRS recordkeeping (IRC §6501(a)) and HIPAA retention where applicable (45 CFR §164.530(j)).

What if a signer disputes the electronic signature?

Maintain robust audit trails showing authentication, timestamps, IP addresses, and consent statements. Those records support enforceability under ESIGN/UETA and help rebut repudiation claims.

Business Design MSA

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

BUSINESS DESIGN MASTER SERVICES AGREEMENT

This Master Services Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name: Client Address: Service Provider Name: Service Provider Address:

RECITALS

WHEREAS, Client seeks professional business design, branding, product design, user experience and related creative services as described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel and capacity to perform such services in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Service Provider will perform services for Client.

SCOPE OF WORK

1.1 Services. Service Provider shall provide design and related services as described in writing and accepted by Client. Deliverables may include but are not limited to brand strategy, visual identity, logo files, prototypes, design systems, and production-ready assets.

Detailed Scope of Work:

1.2 Changes. Any material change in scope will be handled by written change order signed by both parties describing adjustments to schedule, deliverables and fees.

PAYMENT TERMS

2.1 Fees. Client shall pay Service Provider the fees set forth below for services and deliverables. Unless otherwise specified, fees are due in accordance with the payment schedule below.

Total Fee (USD): Payment Schedule / Milestones:

2.2 Invoicing and Payment. Service Provider will submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt.

Late Fee (if payment not received when due):

2.3 Expenses. Pre-approved out-of-pocket expenses will be billed and reimbursed at cost. Service Provider shall obtain written consent prior to incurring any single expense exceeding

TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate for convenience upon providing days' prior written notice. In the event of termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination.

CONFIDENTIALITY

4.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

4.2 Obligations. Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, contractors or agents with a need-to-know, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Confidentiality Duration:

4.3 Exclusions. Confidential Information does not include information that is (a) publicly known through no wrongful act of the recipient, (b) independently developed by recipient without use of or reference to the other party's Confidential Information, or (c) rightfully received from a third party without restriction.

INTELLECTUAL PROPERTY; DELIVERABLES

5.1 Ownership. Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing designs, tools and methodologies. Upon full payment of all amounts due, Service Provider shall transfer to Client a perpetual, non-exclusive license or assignment to the final, paid-for Deliverables expressly identified in a signed statement of work, subject to any third-party license terms.

5.2 Moral Rights. To the extent permitted by law, Service Provider hereby waives and agrees not to assert any moral rights it may have in the Deliverables.

Deliverable Acceptance Period (days):

WARRANTIES; LIMITATION OF LIABILITY

6.1 Warranty. Service Provider warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. The warranty does not cover modifications by Client or third parties.

6.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

INDEPENDENT CONTRACTOR; TAXES

7.1 Relationship. Service Provider is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties.

7.2 Taxes. Each party is responsible for its own taxes and withholdings arising from performance under this Agreement.

FORCE MAJEURE

8.1 Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disaster, government action, strikes, pandemics or supplier delays. Affected performance shall be excused for the duration of the force majeure event and the party shall use reasonable efforts to resume performance.

GOVERNING LAW; VENUE

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

9.2 Venue. The parties agree that the state and federal courts located in shall have exclusive jurisdiction over disputes arising under this Agreement.

ENTIRE AGREEMENT; AMENDMENT

10.1 Entire Agreement. This Agreement, together with any executed statements of work and change orders, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written, relating to the subject matter hereof.

10.2 Amendment. Any amendment or modification of this Agreement must be in writing and signed by duly authorized representatives of both parties.

NOTICES

Notice to Client (address for formal notices): Notice to Service Provider (address for formal notices):

MISCELLANEOUS

11.1 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets.

Client:

By:

Date:

Service Provider:

By:

Date:

What a Business Design MSA Covers

A Business Design MSA (Master Services Agreement) is a contract that sets the legal framework for delivering business design services between a provider and a client. It defines scope, deliverables, fees, payment terms, intellectual property ownership, confidentiality, warranties, indemnities, change-order procedures, termination rights, and dispute resolution. The MSA allocates risk and creates a standard operating baseline so individual statements of work (SOWs) can reference consistent terms without re-negotiating the core contract for each engagement. Electronic execution under ESIGN or UETA is commonly used to streamline signature and recordkeeping.

Why a Tailored MSA Matters for Business Design Work

A clear Business Design MSA reduces negotiation time, limits liability, and protects IP while enabling repeatable delivery. It provides consistent billing and change-order mechanics and supports secure electronic execution under federal and state e-signature frameworks like ESIGN and UETA.

Who Typically Uses a Business Design MSA

The Business Design MSA is used by service providers, procurement teams, and legal departments that need a repeatable contracting template for design, strategy, and product work.

Design agencies and consultancies that execute client engagements across multiple SOWs or projects.
In-house product and innovation teams that retain external design partners periodically.
Corporate procurement and legal teams that standardize vendor terms and reduce approval cycles.

The agreement formalizes responsibilities and approvals so teams can attach project-specific SOWs without renegotiating core legal terms each time.

Typical Signatories and Roles

Agency COO

Chief operating officers at design firms execute MSAs to authorize ongoing client engagements, manage resource allocation, and accept payment and termination provisions on behalf of the company.

Corporate Counsel

In-house attorneys or procurement leads review and sign MSAs to ensure IP assignment, confidentiality, liability limits, and data-security clauses meet corporate policy and regulatory obligations.

Essential Contract Data Elements

Parties' Legal Names: Full legal entity names

Primary Contact: Name, email, phone

Scope Summary: Concise service description

Payment Terms: Net terms, currency

IP Assignment: Ownership and license

Governing Law: Chosen state law

Step-by-Step: Completing a Business Design MSA

Follow these sequential actions to prepare, review, and execute the MSA cleanly and consistently.

01

Prepare Draft: Use the standard MSA template and insert SOW references.
02

Populate Fields: Enter party names, scope summary, fees, and dates accurately.
03

Legal Review: Have counsel confirm IP, indemnities, and limitation of liability.
04

Execute: Obtain signatures and retain executed copies for records.

Online Workflow Settings for the MSA

Configure your digital workflow to match internal approvals and required authentication levels before sending for signature.

Field	Configuration
Routing Order	Specify sequential or parallel signing
Authentication	Email link, SMS code, or KBA
Reminders	Set automatic reminder cadence
Storage	Designate cloud folder or repository

Where to Send and How to File the Executed MSA

Route executed copies to the teams and systems that need them; recordkeeping reduces disputes and ensures compliance.

Send to Client: Deliver executed copy to the client's legal contact.
Internal Legal: File with corporate counsel for contract repository.
Accounting: Provide fee schedule to accounts payable.
Cloud Archive: Store signed PDF in your records system.

Digital Signing and Distribution Considerations

Choose a platform that supports required authentication, audit trails, and secure storage.

Integration: Salesforce, NetSuite, MS 365
Formats: PDF, DOCX, HTML supported
Compliance: ESIGN, UETA, SOC 2, AES

Ensure the selected provider supports your retention, export, and access-control policies before executing high-value agreements.

eSignature Pricing and Feature Comparison

Basic per-user pricing and common feature availability for eSignature vendors. signNow appears first in the comparison per platform data.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common Legal Risks and Contract Penalties

Breach Damages: Monetary liability exposure

IP Disputes: Loss of rights or royalties

Regulatory Fines: Privacy or data breaches

Payment Claims: Collection and interest charges

Termination Costs: Early termination liabilities

Contract Voidance: Execution defects risk enforceability

Common Preparation Errors to Avoid

Using trade names instead of legal entity names, which can invalidate party identification and payment processing.
Leaving the scope vague or relying on a single ambiguous SOW reference that omits deliverables or acceptance criteria.
Failing to address ownership of preexisting IP and third‑party components, leading to later disputes about deliverable rights.
Neglecting authentication and retention requirements for electronic signatures, which can complicate enforcement in high-value disputes.

Real-World Execution Examples

These short examples show how teams use an MSA plus SOWs and eSignature to scale recurring design work.

Optica Ventures (Brian Fitzgibbons)

Optica standardized an MSA and SOW workflow to streamline repeat engagements.

The team used a templated contract model.
As a result, negotiation time dropped, customers received clearer deliverables, and administrative friction for renewals was reduced significantly.

Martin Properties (Tim Martin)

A founder used online execution to close vendor agreements remotely.

Mobile signing enabled fast turnaround.
The business processed and executed documents with full audit trails and digital copies stored for compliance and internal reporting.

Practical Tips for Accurate MSA Completion

Follow these best practices to reduce disputes, speed approvals, and maintain compliance across engagements.

Lock core terms

Keep indemnity, liability caps, payment terms, and IP assignments consistent across SOWs to avoid re-negotiation and inconsistent risk allocations.

Use clear SOW references

Attach or reference the executed SOW with dates and version numbers. Make deliverables, milestones, and acceptance criteria measurable.

Standardize signatures

Require named signatories with titles and include delegated authority language for contract signers to prevent later challenges.

Preserve audit trails

Retain timestamped, tamper-evident signed copies and metadata showing signer attribution and authentication method for evidentiary support.

Key Dates and Notice Periods to Track

Monitor effective dates, payment terms, renewal windows, and cure periods to manage obligations and avoid inadvertent defaults.

Effective Date:

MM/DD/YYYY when obligations begin

Payment Due:

Typically Net 30 after invoice

Renewal Notice:

30–60 days before automatic renewal

Cure Period:

Commonly 30 days to remedy a breach

Insurance Certificates:

Provide before work starts or per SOW

Frequently Asked Questions About the Business Design MSA

Answers to common legal, execution, and storage questions about MSAs, with practical guidance for standard scenarios.

Need help? Contact support

Can the MSA be signed electronically?
Yes. Electronic signatures executed with intent, consent, attribution, and retention meet the ESIGN Act standard (15 U.S.C. §7001) and UETA in most states, making e-signed MSAs enforceable in interstate commerce.
Is notarization required for an MSA?
Typically no. Notarization is rarely required for service agreements. Use notary or RON only if state law or a contracting party specifically requests notarized execution.
Who must sign the MSA?
A person with authority to bind the legal entity should sign (officer, authorized agent). Include printed name and title to document delegation and avoid later authority disputes.
How do I amend the MSA?
Amendments should be written, reference the MSA, and be signed by authorized representatives. Avoid oral modifications unless the MSA explicitly permits them and state law allows such forms.
How long should I keep the executed MSA?
Retain for the contract term plus at least 3 years; follow federal and industry rules such as IRS recordkeeping (IRC §6501(a)) and HIPAA retention where applicable (45 CFR §164.530(j)).
What if a signer disputes the electronic signature?
Maintain robust audit trails showing authentication, timestamps, IP addresses, and consent statements. Those records support enforceability under ESIGN/UETA and help rebut repudiation claims.

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