Master Services Agreement: build a starting draft free, or have me draft it around your engagement
The generator below writes a clean MSA. It cannot know how much unpaid work you carry at any moment, whether your exit is priced, or whether your IP transfers before you get paid. An MSA allocates cash-flow risk, and templates have never met your cash flow.
Sergei Tokmakov, California attorney, CA Bar #279869. Drafting services agreements since 2011.
California Bar #279869
The most common way an MSA reaches my desk
You already have a ChatGPT or Claude draft of an MSA
The clause language is probably fine. The risk is the six things the model had no way to know, because none of them are in its training data or in your prompt.
$750 flat: one MSA drafted or redlined, written comments on the terms that matter, up to three rounds of email revisions. Scope confirmed in writing after a conflict check; nothing here creates an attorney-client relationship.
Short answer
Your MSA is a credit instrument. Bill monthly on net-45 and you are carrying roughly 75 days of finished work as an unsecured loan to your client at all times: the month you are working now plus the 45 days the last invoice can age, and that is before anyone pays late. The termination-for-convenience clause is the client’s right to call the loan; the kill fee, the suspension right, and the assignment-on-payment IP clause are yours. If a California-governed contract is silent on late interest, Civil Code 3289(b) supplies 10 percent per year after breach, which is why the contract should never be silent. The generator below writes a sound baseline; deciding who finances whom is the negotiation.
How much of your work is an unsecured loan? A 60-second check
Enter how you bill. The calculator shows the unpaid exposure your payment terms create on an ordinary day, before anything goes wrong.
Arithmetic on your own inputs. The 10 percent figure is Civil Code 3289(b)’s default for California-governed contracts silent on interest (contracts after 1 January 1986), verified at leginfo.legislature.ca.gov on 2 August 2026; a stipulated contract rate displaces it. Not a prediction or legal advice.
Where MSAs actually bleed
Five consequences, not definitions. Each one decides who finances whom. Tap to open.
Termination for convenience without a kill feeThe clause that converts your backlog into the client’s option
Clients want the right to end the engagement without cause, and usually get it. The provider mistake is fighting the clause instead of pricing it. The exit economics that belong next to every convenience clause: payment for all work performed and in progress through the effective date, including work between the last invoice and the termination notice; reimbursement of non-cancellable commitments made for the engagement; and where you staffed up or turned away work to serve this client, a wind-down fee that amortizes that investment. A convenience clause without exit economics means the client can walk on day 29 of a 30-day billing cycle and argue about the month.
Net terms are a loan you did not mean to makePayment mechanics, suspension rights, and California’s silent-contract interest default
Run your numbers through the calculator above and the shape of the problem appears: invoice cadence plus net terms is a standing unsecured loan, and every day of slow payment extends it. The terms that actually manage it: a deposit or evergreen retainer applied to the final invoice; a stipulated late charge, because if a California-governed contract is silent the default is Civil Code 3289(b)’s 10 percent per year after breach, simple interest, which compensates nobody for chasing money; a right to suspend work after a defined number of days past due, with a short notice; and fee-shifting for collection. The suspension right is the one that changes behavior, because it converts your continued work from an entitlement into collateral.
Interest default verified against Civil Code section 3289 at leginfo.legislature.ca.gov on 2 August 2026. Applies to contracts entered into after 1 January 1986 that do not stipulate a rate; notes secured by a deed of trust are excluded by the statute’s own terms.
The IP clause that assigns your leverage awayWork product should transfer on payment, not on creation
Most templates assign work-product IP to the client as it is created. That single default hands over ownership of deliverables the client has not paid for, which means that when the relationship sours, the client holds the work and you hold an invoice. The provider-side structure: the client gets a license during the engagement, assignment becomes effective upon payment in full for the relevant deliverable or SOW, and your pre-existing tools, libraries, and know-how are carved out and licensed, never assigned. Clients have legitimate reasons to push back, financed acquisitions and compliance regimes among them; where the line lands is deal-specific, and it should be a decision, not a template default nobody read.
The uncapped indemnity behind the capped liability clauseTwo clauses, drafted separately, that together are the deal’s real economics
The limitation-of-liability clause says exposure is capped at fees paid. Then the indemnification clause, usually drafted at a different hour by a different template, promises to defend and indemnify against third-party claims, and the cap clause quietly excludes indemnity obligations from the cap. Read together, the provider’s real exposure is the uncapped indemnity, and the cap is decoration. What I check in every MSA: which obligations sit outside the cap, whether the indemnity is limited to third-party claims or reaches the client’s own losses, whether IP indemnity has the standard exclusions for the client’s modifications and combinations, and whether the two clauses have actually been read against each other once, by anyone.
SOW discipline: where scope creep actually entersThe MSA is the rulebook, and the Slack thread is the amendment nobody signed
The MSA-plus-SOW architecture fails at the seams, not in the clauses. The seams: SOWs signed by people with no authority under the MSA; scope described in a sentence, so every disagreement becomes a memory contest; change requests handled in chat and delivered free; acceptance criteria that never state a deadline, so deliverables float unaccepted and unpaid forever. The fixes are procedural and cheap: name who may execute SOWs, require a written change order with a price before out-of-scope work starts, and give acceptance a deadline with deemed acceptance if the client goes quiet. A deemed-acceptance clause has collected more unpaid invoices than any interest rate I have ever drafted.
Questions I get about MSAsInterest, SOWs, convenience clauses, IP timing, AI drafts
What interest can I charge on unpaid invoices?
The rate the contract lawfully stipulates. If a California-governed services contract is silent, Civil Code 3289(b) supplies 10 percent per year after breach. The better protections act earlier: deposits, suspension rights, and fee-shifting change behavior; interest just prices the damage.
MSA versus SOW: what goes where?
Rules in the MSA: payment mechanics, IP, liability, termination, confidentiality. Projects in the SOWs: scope, deliverables, milestones, fees. Then police the seams: signing authority, written change orders, acceptance deadlines. The seams are where the money leaks.
Should I accept termination for convenience?
Usually you cannot avoid it; price it instead. Work in progress paid through the effective date, non-cancellable commitments reimbursed, and a wind-down fee where you invested in ramp-up. The clause without exit economics turns your backlog into the client’s free option.
When should IP transfer to the client?
On payment for the deliverable, not on creation, with your pre-existing tools carved out and licensed. Assignment-on-creation deletes your best collection leverage. Where the line lands in a specific deal is a negotiation; just never let a template decide it silently.
Can I just use the free generator below?
For a straightforward engagement where you control the paper, a generated MSA plus a careful read is a defensible starting point, and I built the generator so that it would be. Where I would not rely on it alone: enterprise clients with their own paper, engagements big enough that a payment failure hurts, IP-heavy work, or anything where the exit economics matter.
Free MSA generator: a starting draft, not a signable contractFill the form and the document builds in place with live preview. Enterprise clauses, edit mode, and Word export are all free.
You now have a draft I have never read. It is a sound starting point and a poor finished contract, because it was assembled from your form inputs, not from your engagement. If a real client will sign this, the $750 flat fee covers me redlining exactly what you just generated, up to three revision rounds by email.
Work with me on it
If one agreement is all you need, buy the one agreement. I will tell you when your engagement needs less than you think, and when the SOW template matters more than the MSA.
MSA, drafted or redlined
- Drafted from your engagement, or redlined against the draft you generated or the client’s paper, either side
- Written comments on payment security, exit economics, IP timing, and the indemnity-cap interaction
- Up to three rounds of email revisions
Complex or enterprise MSA
- Procurement redlines, multi-SOW frameworks, counsel on the other side
- One complex or compliance-sensitive services structure
- Coordination with your SOW and change-order templates
Written attorney consultation
- One question answered in writing: the convenience clause, the IP timing, the payment terms
- Send the draft and your question; get issues, risks, and next steps
- The honest choice when you need an answer, not a document
Client already not paying? That is a different problem than drafting: the $1,200 Demand & Filing-Readiness Package is built for it. No free consultations, case evaluations, or document review.
See a contract negotiated, not just generated
How I work through a contract with a client: live preview, click-any-clause comments, track-changes suggestions. Fictional demo data.
Disclaimer. This page is general legal information, not legal advice. Using the generator, reading this page, or emailing me does not create an attorney-client relationship; that requires a conflict check and a written engagement agreement. Generated documents are starting drafts. Statutes change; citations here were verified against the primary sources on the dates noted. I am licensed in California. I do not carry professional liability (malpractice) insurance, and I give you that disclosure in writing with every engagement agreement.
Sergei Tokmakov, Esq. · California Bar #279869 · owner@terms.law