What statute of limitations period is typically applicable to MSA claims in Kyrgyzstan?

The general limitation period in civil relations is 3 years. For convenience, MSA often directly reminds of this and records the date from which the period is calculated (ГК КР, ст. 230).

Is it possible to set interest for late payment in an MSA, and what rate should be taken by default?

Yes, interest/penalties can be agreed in the contract, and in the absence of special conditions the rules of civil legislation apply. In the template for Kyrgyzstan it is convenient to refer to the Civil Code of the Kyrgyz Republic Art. 359, which mentions 18% per annum for delay in a monetary obligation.

Do we need a separate NDA, or is a confidentiality section in the MSA sufficient?

For most B2B projects, a separate NDA is not mandatory: a well-drafted confidentiality section in the MSA can fully address the need. It is important to describe what constitutes confidential information, the protection periods, and the exceptions (public data, data from third parties).

How does MSA help reduce the risk of reclassifying relationships with an individual as employment?

MSA and SOW must stipulate payment for results, the contractor’s independence, and the absence of internal rules/schedule as mandatory. At the same time, it is not possible to “override by contract” the indicia of an employment relationship: the actual organization of the work will still be assessed under labor law provisions.

How enforceable are non-compete clauses (prohibition of competition) in Kyrgyzstan?

Broad post‑contract “don’t work in the industry” restrictions can be disputable, especially in relationships with individuals. In practice, more enforceable alternatives are used more often: confidentiality, non‑solicitation, and liability for the use of commercially sensitive information.

What is mandatory to provide for regarding personal data if the project processes clients' data?

If the contractor gains access to personal data, the MSA should define the roles of the parties, the purposes of processing, security measures, and the procedure for breach notification. As a legal basis, specify compliance with the Law of the Kyrgyz Republic “On Personal Data”, Art. 7.

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

Opening

The Master Services Agreement (MSA) in Kyrgyzstan is a framework contract between a client and a contractor that predefines the key terms of cooperation for future projects. Instead of rewriting the contract from scratch each time, you sign one Master Services Agreement, and carry the specifics (scope of work, timelines, price) into separate Tasks/ToR (SOW). For small businesses this speeds up approvals, reduces disputes about “what exactly was promised,” and helps discipline payments.

Definition Box

Definition: Master Services Agreement (MSA) for the Kyrgyz Republic — this is a basic civil-law contract that establishes the general rules for providing services/performing work between two commercial parties: the process for concluding Statements of Work (SOW), acceptance requirements, payment, liability, confidentiality, and dispute resolution. In each separate project the parties sign an SOW (or an order attachment), and the MSA automatically “pulls through” uniform legal terms. This format is especially useful for agencies, IT contractors, and consultants who work in series of projects with a single client.

Why You Cannot Use a Generic MSA in Kyrgyzstan

Standard international MSA templates are often drafted for Anglo-Saxon practice or for another CIS country. In Kyrgyzstan, the norms of the continental civil-law system apply, and even “trifles” like late-payment interest, statutes of limitations, formulations of liability, and handling of personal data are better tied to local norms. Otherwise you will get an agreement that is difficult to enforce in court, and negotiations with the counterparty will be prolonged due to conflicting provisions.

Worker Classification Rules

A key risk for service companies is when the relationship with a natural person‑contractor effectively looks like employment but is formalized as a civil-law arrangement. In Kyrgyzstan, the distinction is usually based on the character of subordination and organization of work: an employment contract implies including the worker in the payroll, compliance with internal rules, a work-time regime, and supervision of the process, whereas a civil-law contract is the result and autonomy of the contractor. The basic guidelines are set by the Labor Code of the Kyrgyz Republic (general indicators of employment relationships and labor contracts), as well as the practice of applying the norms on contracts for work/assured services in the Civil Code of the Kyrgyz Republic.

Why this matters for an MSA: if you rewrite the “command-and-control” aspects from a foreign template (rigid schedule, daily reports, ban on other clients), it may look like an employment relationship. The consequences are usually expressed in requirements to formalize an employment contract, accrue mandatory payments/contributions, and pay any arrears. Therefore the MSA template for the Kyrgyz Republic should emphasize the contractor’s independence, pay-for-result under the SOW, and the absence of internal subordination.

Non-Compete Enforceability

Unlike jurisdictions with strict prohibitions, in Kyrgyzstan competition restrictions are more often addressed through a combination of confidentiality, non-solicitation, and protection of trade secrets, rather than through a “classic” non‑compete that directly prohibits a person from working in the industry. For relationships with individuals (as potential employees) post‑contract non‑compete restrictions can be vulnerable if they are excessive and effectively restrict the right to work.

A practically safe alternative for B2B is: (1) strict confidentiality and data handling regime; (2) narrow non-solicitation (not poaching employees/customers, with a reasonable term); (3) contractual liability provisions for disclosure or use of information. In a Kyrgyz MSA template, it is wiser to avoid a “total prohibition on competing” and rely on civil-law tools to protect interests to improve enforceability of the terms.

IP/Work-for-Hire Considerations

With IP in service projects, the main pitfall of “one-size-fits-all” templates is the automatic transfer of rights without a clear description of the deliverable, transfer moment, and scope of rights. For Kyrgyzstan, it is more practical to specify: what materials are created under the SOW, who owns the exclusive rights, when the transfer occurs (usually after full payment), and what rights the contractor retains (for example, on know-how/libraries). If the project includes software or design, the MSA should separate “pre-existing materials” and “created work” to avoid disputes over what was included in the price.

What's Included in This Template

Flexible SOW Structure. The MSA template sets the umbrella of terms, and each new assignment is documented in a separate SOW: description of services, deadlines, price, deliverable format, and acceptance criteria. This reduces the risk of scope creep: anything not in the SOW is considered additional and agreed separately.

Kyrgyzstan-Specific Indemnification. In the liability section there is a clear cap and exceptions for willful misconduct/gross negligence, as well as a mechanism for damages reimbursement to the extent permitted by civil law. For “monetary discipline” the late-payment interest is reflected at Civil Code of the Kyrgyz Republic, Article 359 (18% per annum).

Dispute Resolution and Venue. The template offers choosing a court of jurisdiction in Kyrgyzstan and separately indicating arbitration/tribunal proceedings if the parties use it. It also provides for a claims/notice period and linkage to the three-year general limitation period (Civil Code of the Kyrgyz Republic, Article 230).

Additionally in the template:

Late-payment interest: Civil Code of the Kyrgyz Republic, Article 359.
Liability cap/limitation: Civil Code of the Kyrgyz Republic, Article 333.
Compliance with personal data processing rules: Law of the Kyrgyz Republic “On Personal Data,” Article 7.

Who Needs This Document?

User Type	Relationship	Key Benefit
IT‑firms and developers	Phase-based projects and support	Uniform acceptance criteria and transfer of IP after payment
Marketing agencies	Retainer/monthly services	Control of scope creep via SOW and additional charges
B2B consultants	Long-term advisory contracts	Clear boundaries of responsibility and confidentiality
Contractors/service firms	Series of works on client sites	Order process, timelines, and acceptance for each order

How to Use This MSA Template

Step 1: Identify the parties and details

Fill in the precise legal names, TIN/OKPO where available, addresses, and representatives, to avoid later disputes about who exactly signed the agreement. For sole proprietors and individuals, it is important to provide passport details/address if required by your documentation workflow practice.

Step 2: Set the term and termination

Determine whether the MSA will be permanent with a termination-on-notice right or for a fixed term. Specify that started SOWs will either be completed or terminated under separate rules.

Step 3: Attach the first SOW

Put into the SOW the subject matter/scope, deadlines, price, format of the deliverable, and acceptance criteria. This reduces the risk of misalignment and protects payment for additional work.

Step 4: Sign and organize document management

Sign the MSA once, and going forward sign only the SOWs and acts. Keep correspondence and versions of attachments: this is important if a dispute arises about timetables, scope, or payment.

Already Receiving Contracts from Clients?

If a client sends their MSA, do not sign it automatically: foreign templates often include one‑sided penalties, “eternal” transfer of IP, inconvenient jurisdiction, and vague acceptance. Check whether late-payment interest, the claim period, and the liability cap align with what you are actually willing to accept, and whether data privacy requirements are met. For a quick initial check, use: Contract Analyze.

Download Options

Free PDF Version: The PDF version is suitable for quickly showing the client the structure and agreeing on key terms. Editable Word/Google Docs Version: an editable file convenient for tailoring to your business: add industry-specific SOWs, rates, SLAs for support, and the process for transferring exclusive rights after payment.

Disclaimer

The material is for informational purposes and is not legal advice. For high-risk transactions, consult a lawyer in the Kyrgyz Republic.

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