Master Service Agreement Template - Free Download
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KIOGA MSA 1
01/01/07
MASTER SERVICE AGREEMENT
THIS MASTER SERVICE AGREEMENT (“Agreement”) is made and entered into this _____ day of __________,
20__ (“Effective Date”) between ____________________________ (“Contractor”) and ______________________________
(“Operator”). Contractor and Operator are also referred to as “party” and collectively as the “parties”. Subject to and in
consideration of the mutual promises, conditions, and agreements contained herein, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. APPROVED VENDOR. Upon execution of this Agreement and compliance with its terms, Operator agrees that
Contractor shall be added to Operator’s list of approved vendors.
2. WORK ORDERS. If at any time during the term of this Agreement, Operator either verbally or through one or
more written work orders, delivery tickets, or other instruments, requests Contractor to supply or perform services,
and Contractor agrees to perform those services, each such request regardless of form shall be deemed a “Work
Order” governed by and subject to the terms and conditions of this Agreement. Agreements or stipulations in any
Work Order that are contrary to any term of this Agreement shall be void, unless Contractor and Operator have
expressly agreed in writing that such agreement or stipulation shall supersede the terms of this Agreement.
3. LABOR, EQUIPMENT, MATERIALS, SUPPLIES AND SERVICES
a. Upon receipt of a mutually agreeable Work Order, Contractor shall begin furnishing the services
according to the specifications and requirements of this Agreement and the Work Order.
b. All services rendered by Contractor hereunder shall be performed in accordance with industry standards
as applicable to the region or area where the work is to be performed. All materials and equipment
furnished by Contractor in the performance of services hereunder shall be free from material defects. Any
of the materials, equipment, or services found to be materially defective shall be at Contractor’s sole
discretion, either removed, replaced or corrected by Contractor without additional cost to Operator.
Contractor shall not be liable for claims arising from or relating to latent or unknown defects.
c. Contractor shall maintain its equipment in operating condition at all times and shall use commercially
reasonable means to control and prevent fires and blowouts, protect the hole, and prevent damage to
Operator’s equipment.
4. INVOICING; PAYMENT. Upon receipt of an invoice from Contractor, Operator shall pay Contractor for those
services, equipment, and materials furnished by Contractor at the rates specified in Contractor’s Rate Schedule,
attached and incorporated as Exhibit A, and the applicable Work Order. Operator shall have 30 days from the date
of the invoice to pay the amount due thereon, or to notify Contractor in writing of a bona fide dispute asserted in
good faith as to one or more of the invoice items. If Contractor has not received payment of the invoiced amount
within 30 days from the date of the invoice, Contractor shall be entitled to claim and pursue all available legal and
equitable remedies against Operator to recover the invoiced amounts (except amounts in dispute), and shall be
entitled to recover from Operator all invoiced amounts not in dispute, plus Contractor’s collection and litigation
costs (including attorney fees), plus interest on all amounts owed at the highest rate allowed by law.
5. INDEPENDENT CONTRACTOR. Contractor shall be deemed an independent contractor with respect to any and
all work performed under this Agreement and any Work Order. It is the express understanding and intention of the
parties that no relationship of master and servant or principal and agent shall exist between Operator and the
employees, agents, or representatives of Contractor or between the Contractor and the employees, agents, or
representatives of Operator, by virtue of this Agreement.
6. INGRESS AND EGRESS. Operator shall secure for Contractor rights of ingress and egress to the tract of land on
which the work to be performed is located. Operator shall advise Contractor of any limitations or restrictions to
ingress and egress, and Contractor, its employees, agents, or subcontractors shall abide by such limitations and
restrictions. Should Contractor be denied access to the location for any reason not within the reasonable control of
Contractor, Operator shall compensate Contractor for time lost by such denial, in accordance with Exhibit A,
Contractor’s Rate Schedule.
7. COMPLIANCE WITH LAWS. Operator and Contractor each agree to comply with all laws, rules, and
regulations applicable to this Agreement or the performance of work hereunder. If either party is required to pay
any fine or penalty resulting from the other party’s violation of such laws, rules or regulations, the party who
committed the direct violation shall immediately reimburse the other for any such payment.
8. FORCE MAJEURE. Except for the duty to make payments hereunder when due, and the indemnification
provisions under this Agreement, neither Operator nor Contractor shall be responsible to the other for any delay,
damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure
Event” shall mean: Any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife,
