Section 1: Opening (75 words)

A Belgium (Dutch) Master Services Agreement (MSA) is a framework agreement that sets out the basic terms and conditions for multiple future service engagements between a service provider and a client in Belgium. Instead of renegotiating for each assignment, you use a separate Statement of Work (SOW) under the same legal “umbrella.” This is useful for consultants, agencies, and freelancers: you standardize payment, liability, IP, and privacy, aligned with Belgian contract law (new Civil Code, Book 5).

Section 2: Definition Box (100 words)

Definition: A Belgium (Dutch) MSA is a reusable B2B framework agreement that sets the general contractual ground rules for all services that the parties later order via one or more SOWs. Under the Belgian Civil Code, Book 5 (2022), freedom of contract and binding force apply: what you agree, in principle, is enforceable, provided it does not contravene mandatory law or public policy. The MSA therefore includes core clauses on price and invoicing, late payment, term and termination, limitations of liability, intellectual property, confidentiality, data processing in accordance with GDPR art. 28, and dispute resolution.

Section 3: Why You Cannot Use a Generic MSA in Belgium (Dutch) (400 words)

A generic MSA template (e.g., from the US or the UK) often clashes with Belgian “must-haves”: different terminology, different rules for employment relationships, and a different approach to non-compete, IP, and payment protection. Belgium is a civil-law system: written law and the new contract law (Book 5 Civil Code) determine the framework. A template that refers to “governing law of Delaware”, “work made for hire”, or “punitive damages” is not only confusing, but can lead to invalid or poorly enforceable clauses.

In addition, Belgian B2B relationships are sensitive to payment arrears and GDPR compliance. An MSA that does not include clear interest, a liquidated damages clause, or a reminder process makes collection unnecessarily difficult. And if you process personal data without proper processor arrangements, you run the risk of GDPR enforcement.

3a. Worker Classification Rules (150 words)

Belgium does not use an “ABC test” like some US states. The core is the distinction employment agreement vs. self-employed collaboration based on actual performance. The Act of 3 July 1978 on Employment Contracts defines an employment contract as working for remuneration under authority (subordination). In practice, one looks at indicators such as the power to give instructions, control, integration into the organization, fixed working hours, and exclusivity.

In addition, the Program Act (I) of 27 December 2006 (title on the nature of employment relationships) sets out general criteria used to assess bogus self-employment (incl. freedom to organize working time, freedom to organize work, possibility of hierarchical control). In case of misclassification, the relationship can be requalified as an employment contract, with the risk of NSSO/RSZ regularizations, wage and notice/termination indemnities, and administrative or criminal sanctions under Social Criminal Code enforcement.

3b. Non-Compete Enforceability (150 words)

Non-compete is in Belgium mainly strictly regulated in employment relationships. For employees, the Act on Employment Contracts (3 July 1978) contains specific conditions for a valid non-compete clause (incl. in writing, limited in time and space, and often linked to a minimum salary condition and compensation). A “copy-paste” non-compete from a foreign MSA may therefore be unusable if the collaboration is later nevertheless qualified as employment.

In a pure B2B (self-employed) MSA, a non-compete clause is not prohibited per se, but it must be proportionate and may not amount to a de facto professional ban. Belgian courts often assess reasonableness and the general rules of the law of obligations (Book 5 Civil Code) and principles such as good faith. Therefore, this template uses a “safe” package instead: strong confidentiality, non-solicitation (non-solicit), limitations per client/sector, and a clear term (e.g., 6–12 months) with delineation per territory or target group.

3c. IP/Work-for-Hire Considerations (100 words)

The Anglo-Saxon concept of “work made for hire” does not exist in the same way in Belgium. For copyright, the creator (natural person) is in principle the original rights holder; assignment or licensing must occur clearly and in writing. For software and other works, an explicit IP assignment or license in your MSA/SOW is essential, including the moment of transfer (e.g., after full payment) and an arrangement for pre-existing tools. Without a clear clause, the client may only obtain an implied license to use, which later causes discussions about reuse, further development, and source code.

Section 4: What's Included in This Template (150 words)

Flexible SOW Structure (50 words)

The MSA sets fixed baseline terms (payment, liability, IP, privacy), while each SOW defines the specific scope, timeline, and price. This prevents scope creep: anything not in the SOW is out-of-scope or requires a change request. This works ideally for retainer work and project phases.

Belgium (Dutch)-Specific Indemnification (50 words)

The template includes balanced indemnities that fit Belgian B2B practice: limitation to direct damages, carve-outs for intent/gross fault, and clear notice and defense rules. This aligns with freedom of contract in the new Civil Code Book 5 (2022), but avoids clauses that are often challenged in Belgium as unreasonable.

Dispute Resolution and Venue (50 words)

You get a forum selection for the competent courts of Brussels and a clear choice of law for Belgian law. This prevents you from unintentionally having to litigate in a foreign court. The template also includes an escalation path (negotiation/mediation) before proceedings.

Additional provisions (with references):

• Late payment: interest and compensation in accordance with Act of 2 August 2002, art. 5.
• Data processing: processor clauses in accordance with GDPR (EU) 2016/679, art. 28.
• General contract rules and interpretation: Belgian Civil Code, Book 5 (2022) (incl. binding force/good faith).
• Limitation period: attention to the often-used 10-year term for personal actions (practically relevant for long-running MSAs).

Section 5: Who Needs This Document? (75 words)

Section 6: How to Use This MSA Template (100 words)

Step 1: Fill in the parties correctly

Use the exact statutory name, company number (KBO) and legal form. This prevents disputes about who exactly is bound.

Step 2: Choose term and termination

Determine whether the MSA has a fixed term or continues until termination. Set a reasonable notice period and define termination “for cause”.

Step 3: Create a first SOW (scope + price)

Put deliverables, milestones, rates, acceptance criteria, and change requests in the SOW. Keep the MSA “clean” and reusable.

Step 4: Sign and manage changes

Have both parties sign (if necessary electronically) and work with numbered SOWs. Record deviations explicitly: SOW prevails or MSA prevails, but be consistent.

Section 7: Already Receiving Contracts from Clients? (75 words)

Often a client sends their own MSA or purchasing terms. Don’t be misled by “standard terms”: they can contain one-sided liability, broad IP assignment, or an unfavorable forum selection (e.g., outside Belgium). Pay particular attention to payment terms, audit rights, privacy roles (controller vs. processor), and termination clauses. With Contract Analyze you can screen received contracts faster for red flags and clauses you are better off renegotiating in Belgium.

Section 8: Download Options (50 words)

Free PDF Version: ideal to review the structure, align internally, and discuss with your client.

Editable Word/Google Docs Version: fully customizable, including MSA + SOW template, so that you can quickly fill in scope, rates, SLAs, and IP choices per assignment without starting from scratch each time.

Section 9: Disclaimer (25 words)

This template is general information for B2B use in Belgium and not legal advice. Have complex matters reviewed by a Belgian lawyer.