Fractional CMO master services agreement (MSA) template

When a client relationship outgrows a single engagement — a holding company with three brands, a PE or search-fund portfolio, a client who keeps coming back — renegotiating a full contract each time is friction you don't need. The MSA structure splits the paperwork in two:

• The MSA (this document): the legal terms you negotiate once — IP, confidentiality, liability, payment mechanics, termination.
• A Statement of Work per engagement: two pages of scope, deliverables, fees, and dates that plug into the MSA.

New engagement = new SOW, signed in a day. This is also the structure sophisticated buyers expect: a sponsor licensing marketing leadership across portfolio companies will ask for an MSA before their counsel asks you anything else.

Use the engagement agreement instead when it's one client, one engagement — and start every SOW from the scope section of the sales proposal template.

This template is not legal advice. It's a working starting point. MSAs carry more legal weight than any other document in your sales kit — have a lawyer adapt your version, especially around IP, liability, and the affiliate/portfolio mechanics in §2.

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Master Services Agreement

This Master Services Agreement ("MSA") is made as of [date] ("Effective Date") between:

[Your legal entity name], [entity type], of [address] ("Consultant"), and [Client legal entity name], [entity type], of [address] ("Client").

1. Structure of this agreement

1.1. This MSA states the general terms for all services Consultant provides to Client. The specific services, deliverables, fees, and schedule for each engagement are stated in a Statement of Work ("SOW") substantially in the form of Exhibit 1, signed by both parties. Each SOW incorporates this MSA.

1.2. If an SOW conflicts with this MSA, the SOW governs for that SOW only — but only where the SOW references the specific MSA section it modifies.

1.3. This MSA creates no obligation to order or perform services by itself; obligations arise per executed SOW.

2. Affiliates and portfolio companies

2.1. An Affiliate of Client (an entity controlling, controlled by, or under common control with Client — including portfolio companies of [fund name], if applicable) may contract under this MSA by executing an SOW naming itself as the contracting party.

2.2. Each Affiliate SOW is a separate contract between Consultant and that Affiliate: the Affiliate is solely responsible for its own SOW's fees and obligations, and [Client is not liable for Affiliate SOWs / Client guarantees payment under Affiliate SOWs — choose one].

2.3. Consultant treats each Affiliate's Confidential Information as confidential from every other entity, including Client and other Affiliates, except as an SOW expressly permits (e.g. portfolio-level reporting to [fund name] in anonymized or agreed form).

3. Services and change control

3.1. Consultant will perform the services described in each SOW ("Services") in a professional and workmanlike manner consistent with industry standards.

3.2. Unless an SOW expressly says otherwise, Services are marketing leadership services — strategy, planning, and direction of execution. Hands-on production (design, content production, advertising operations, web development) is in scope only where an SOW names it.

3.3. Changes to an SOW require a written change order stating the changed work, fee, and timeline, confirmed by both parties. Neither party is obligated to work outside an executed SOW or change order.

4. Fees, invoicing, expenses

4.1. Fees are stated in each SOW. Unless the SOW says otherwise: fees are invoiced [monthly in advance], due net [15] days; late amounts accrue [1.5]%/month or the lawful maximum, whichever is lower; and Consultant may suspend Services under an SOW that is more than [15] days past due, after written notice.

4.2. Pre-approved expenses are reimbursed at cost; single expenses over $[250] need prior written approval.

4.3. Fees exclude taxes; each contracting entity bears applicable sales/VAT taxes on its SOWs, excluding taxes on Consultant's income.

5. Relationship of the parties

5.1. Consultant is an independent contractor. Nothing in this MSA or any SOW creates employment, partnership, agency, or joint venture. Consultant may serve other clients, including competitors of Client, subject to Section 7.

5.2. Consultant controls the manner, means, and location of performance, and is responsible for Consultant's own taxes, insurance, and benefits.

5.3. Consultant may use subcontractors for discrete tasks with the contracting entity's prior consent (email suffices), remaining responsible for their work and confidentiality.

6. Intellectual property

6.1. Deliverables: on full payment under an SOW, the contracting entity owns the deliverables created specifically for it under that SOW.

6.2. Consultant Materials: Consultant retains all rights in pre-existing and independently developed methodologies, frameworks, processes, templates, prompts, tools, and know-how. Where embedded in a deliverable, the contracting entity receives a perpetual, non-exclusive, royalty-free license to use them as part of that deliverable for its internal business.

6.3. Consultant remains free to use its methodologies and general know-how — including learning that cannot be separated from Consultant's general skill and experience — for any client, provided no Confidential Information of Client or any Affiliate is used or disclosed.

6.4. Each contracting entity grants Consultant a limited license to use its materials and brand solely to perform its SOWs. Case-study or reference use requires that entity's written consent.

7. Confidentiality

7.1. Each party protects the other's Confidential Information with at least reasonable care, uses it only to perform or receive Services, and limits disclosure to people bound by comparable obligations. Section 2.3 applies among Affiliates.

7.2. Standard exclusions apply (public without breach; lawfully known; independently developed; lawfully received). Legally compelled disclosure is permitted with prompt notice where lawful.

7.3. Obligations run for the term of this MSA plus [3] years; trade secrets remain protected while they qualify as such.

8. Data protection

To the extent Consultant processes personal data on a contracting entity's behalf, Consultant will do so only on documented instructions, apply reasonable technical and organizational safeguards, and promptly notify the entity of any personal-data breach. Where required, the parties will execute a data processing addendum, which then forms part of this MSA.

9. Warranties; disclaimer

9.1. Each party warrants it has authority to enter this MSA and each SOW it executes.

9.2. Consultant does not warrant specific business results. Marketing outcomes depend on factors outside Consultant's control — product, pricing, market, and the contracting entity's own execution. EXCEPT AS STATED IN THIS MSA, ALL OTHER WARRANTIES ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Liability

EXCEPT FOR BREACH OF SECTION 7, INFRINGEMENT OF THE OTHER PARTY'S IP, OR FRAUD OR WILLFUL MISCONDUCT: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE; AND (b) EACH PARTY'S TOTAL LIABILITY ARISING FROM AN SOW IS CAPPED AT THE FEES PAID OR PAYABLE UNDER THAT SOW IN THE [12] MONTHS BEFORE THE CLAIM AROSE. Liability is assessed per SOW and per contracting entity.

11. Term and termination

11.1. This MSA runs from the Effective Date until terminated. Either party may terminate the MSA for convenience with [30] days' written notice; executed SOWs continue under the MSA's terms until they end or are terminated per their own terms.

11.2. Each SOW may be terminated (a) for convenience per the notice period stated in that SOW (default: [30] days), with fees earned pro rata through termination plus non-cancellable committed expenses; or (b) immediately for uncured material breach after [10] business days' written notice.

11.3. On termination of an SOW, Consultant delivers work in progress in its then-current state to the contracting entity, and each party returns or destroys the other's Confidential Information on request. Sections 6, 7, 8, 10, and 12 survive.

12. General

12.1. Governing law & venue: [state/country]; [courts of venue / arbitration under specified rules].

12.2. Entire agreement: this MSA plus executed SOWs and change orders are the entire agreement, superseding prior discussions and any conflicting terms on purchase orders or portals.

12.3. Amendments in writing confirmed by both parties. Assignment with consent, except to a merger/asset-sale successor. Notices to the addresses above (email with confirmation suffices). Severability and force majeure apply in the usual form. Counterparts and electronic signatures are effective.

Agreed:

[Your legal entity name] — Signature: ______ Name: ______ Title: ______ Date: ______

[Client legal entity name] — Signature: ______ Name: ______ Title: ______ Date: ______

Exhibit 1 — Statement of Work template

SOW No. [N] under the Master Services Agreement dated [date]

• Contracting entity: [Client or Affiliate legal name]
• Engagement: [e.g. Fractional CMO — pillar-based engagement, Phases 1–3]
• Scope & deliverables: [paste from the accepted proposal: phases, deliverables, phase gates — or retainer role: days/week, in-scope, out-of-scope]
• Out of scope: [name the exclusions — production work, channels not listed, etc.]
• Cadence & reporting: [weekly sync, monthly scorecard, quarterly refresh]
• Term of this SOW: [start] to [end / month-to-month], termination notice [30] days
• Fees: [amount and structure]; invoicing per MSA §4
• Special terms (reference MSA section modified, if any): [none / e.g. "§4.1 modified: net 30"]

Agreed: [entity] ______ · [Your entity] ______ · Date: ______

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Why portfolio buyers ask for this structure

One negotiation, many engagements. Legal review is the slowest step in any executive-services sale. With an MSA in place, engagement two — and the sponsor's next portfolio company — starts with a two-page SOW instead of a six-week redline.

§2.3 is your credibility clause. Serving several entities in one portfolio means holding each company's information apart — including from the sponsor, except as expressly agreed. Operators who volunteer this clause get trusted with the second and third company.

Per-SOW liability keeps risk proportionate. Without §10's per-SOW cap, a claim on one small engagement could expose fees from the whole relationship. Assess each engagement on its own terms.