Is this MSA template valid for employees?

No. This Master Services Agreement is strictly for B2B relationships and Independent Contractors. Using it for employee relationships could lead to misclassification penalties.

Does this template include a Non-Disclosure Agreement (NDA)?

Yes. The template includes a comprehensive confidentiality section, acting as an integrated NDA to protect trade secrets and client data.

Are non-compete clauses enforceable in Illinois?

Yes, but they must be reasonable in scope, duration, and geographic area, and protect legitimate business interests.

What is the statute of limitations for contract disputes in Illinois?

The statute of limitations for written contracts in Illinois is 10 years, as per 735 ILCS 5/13-206.

How does Illinois handle worker classification?

Illinois uses the common law test, focusing on control over the worker. Misclassification can result in penalties and back taxes.

What are the requirements for IP assignment in Illinois?

IP assignments must be clear and in writing, with work-for-hire provisions valid if explicitly agreed upon by both parties.

Free Illinois Master Services Agreement (MSA) Template | 2026 Compliant

Section 1: Opening

An Illinois Master Services Agreement (MSA) is a foundational contract between a service provider and a client that outlines the overarching terms for future engagements, allowing for streamlined project-specific agreements without renegotiating the entire contract.

Section 2: Definition Box

Definition: An Illinois Master Services Agreement is a legal document that establishes the terms and conditions for all future business engagements between two parties. It includes clauses on payment, liability, intellectual property, and dispute resolution, tailored to comply with Illinois state laws.

Section 3: Why You Cannot Use a Generic MSA in Illinois

Using a generic MSA template in Illinois can expose businesses to significant legal risks due to the state's specific legal requirements and protections. Here’s why a tailored Illinois MSA is crucial:

3a. Worker Classification Rules

Illinois uses the common law test for worker classification, focusing on the degree of control a business has over the worker. The Illinois Department of Employment Security (IDES) applies this test, which considers factors such as behavioral control, financial control, and the relationship between the parties. Misclassification can lead to penalties, including back taxes and fines. According to 820 ILCS 185/5, misclassified workers can claim unpaid wages, benefits, and damages.

3b. Non-Compete Enforceability

In Illinois, non-compete agreements are enforceable but must meet certain criteria. They must be reasonable in scope, duration, and geographic area, and necessary to protect legitimate business interests. The Illinois Freedom to Work Act (820 ILCS 90) prohibits non-compete agreements for low-wage workers. Alternatives include confidentiality and non-solicitation agreements, which are more enforceable and less likely to be challenged.

3c. IP/Work-for-Hire Considerations

Illinois law allows for intellectual property to be assigned through a clear written agreement. Work-for-hire provisions are valid if the work is specially ordered or commissioned, and the parties expressly agree in writing. This ensures that the client retains ownership of the created work, crucial for protecting business interests.

Section 4: What's Included in This Template

Flexible SOW Structure

The MSA includes a flexible Statement of Work (SOW) structure, allowing for detailed project specifications without altering the main agreement.

Illinois-Specific Indemnification

Indemnification clauses are tailored to Illinois law, ensuring fair risk distribution between parties, with carve-outs for gross negligence and willful misconduct.

Dispute Resolution and Venue

Disputes are resolved through arbitration in Chicago, Illinois, with venue in Cook County Circuit Court, ensuring local jurisdiction.

Statute of Limitations: 735 ILCS 5/13-206
Interest Rate for Late Payments: 815 ILCS 205/4
Data Privacy Compliance: BIPA, 740 ILCS 14/1 et seq.

Section 5: Who Needs This Document?

User Type	Relationship	Key Benefit
Creative Agencies	Retainers with corporate clients	Streamlined project management
Consultants	Long-term advisory roles	Clear scope and billing terms
Software Developers	Project-based milestones	Protects IP rights
Marketing Freelancers	Multiple client engagements	Ensures compliance with Illinois law

Section 6: How to Use This MSA Template

Step 1: Define the Parties

Clearly identify the legal names and entity types of both parties involved. This ensures clarity and prevents legal ambiguities.

Step 2: Set the Term

Decide on a fixed term or an evergreen agreement that continues until termination notice is given by either party.

Step 3: Attach Your First SOW

Include specific deliverables, timelines, and payment terms in the Statement of Work to outline the first engagement clearly.

Step 4: Execute the Agreement

Both parties sign the MSA once, allowing subsequent projects to be governed by this agreement through new SOWs.

Section 7: Already Receiving Contracts from Clients?

When receiving contracts from clients, ensure they comply with Illinois-specific laws. Use Contract Analyze to identify risky clauses and negotiate terms effectively.

Section 8: Download Options

Free PDF Version: Download the Illinois MSA template as a PDF for easy reference.

Editable Word/Google Docs Version: Access the fully editable template for customization.

Section 9: Disclaimer

This template is intended for B2B relationships and independent contractors in Illinois. It is not a substitute for legal advice. Consult an Illinois-licensed attorney for specific legal needs.

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