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A Master Services Agreement (MSA) in Peru is a B2B master contract that sets general rules—payments, intellectual property, confidentiality, liability, and dispute resolution—for multiple projects, without renegotiating everything each time. For SMEs, consultants and agencies, a well-constructed Peruvian MSA reduces commercial friction and helps comply with local regulations such as Law No. 29733 on Personal Data. Then, each project is documented with a shorter Statement of Work (SOW).

Definition Box

Definition: A Master Services Agreement (MSA) for Peru is a principal contract that governs the relationship between a Provider (consultant, freelancer, agency, technology company) and a Client (another company), establishing standard conditions applicable to all future work. Instead of drafting a new contract for each assignment, the parties sign the MSA once and issue SOWs (work orders/scopes of work) to define deliverables, schedule, fees and acceptance criteria. In Peru, an MSA should contemplate late payment interest, data protection, and a dispute resolution mechanism compatible with the local legal framework.

Why You Cannot Use a Generic MSA in Peru

Using an “international” template (designed for the U.S. or the EU) can leave you exposed in Peru for three practical reasons: (1) the labor vs. civil classification of the relationship is not resolved by boilerplate language, (2) post-contractual restrictions such as non-compete have a different fit under the Peruvian labor regime, and (3) ownership of intellectual property and confidentiality must align with local rules, especially if you handle personal data.

Worker Classification Rules

In Peru, the biggest risk for a service MSA is not the “format,” but that the actual performance of the work is considered an employment relationship rather than an independent contractor arrangement. The central reference is the Ley de Productividad y Competitividad Laboral – TUO approved by D.S. N° 003-97-TR, whose artículo 4 defines the employment contract on the basis of the personal performance, the remuneration and, above all, the subordination. If the client controls schedule, place, tools, reports and discipline, the risk grows that SUNAFIL or a judge reclassify the relationship.

Why this matters in an MSA? Because typical clauses (exclusivity, detailed process control, daily approvals, integration into the organizational chart) can be used as indicators of subordination. The consequences can include orders to pay employment benefits (gratifications, CTS, vacations) and administrative penalties in inspections. A Peruvian MSA should reinforce independence (no subordination), allow technical autonomy and use SOWs by results, not by “presence”.

Non-Compete Enforceability

Unlike some U.S. states, in Peru non-compete clauses are analyzed primarily under labor law and the constitutional right to freedom of work. The Constitution recognises freedom of work (art. 2, inc. 15) and, therefore, a broad and indefinite non-compete is highly questionable. In practice, a post-termination non-compete tends to be defensible only if it is reasonable (time and scope), is justified by a legitimate interest (e.g., access to trade secrets), and, in employment contexts, typically requires compensation for the restraint period.

In a B2B MSA with an independent provider, a default non-compete imported from foreign templates can be difficult to implement and can create commercial friction. More robust Peru-focused alternatives are: (i) robust confidentiality and protection of trade secrets, (ii) non-solicitation of personnel or clients with reasonable time limits, and (iii) intellectual property clauses and return/deletion of information. These tools protect the client without unduly blocking the provider’s economic activity.

IP/Work-for-Hire Considerations

In Peru, intellectual creation is governed by Decision 351 of the Andean Community - Common Regime on Copyright and Related Rights. A typical U.S. “work made for hire” clause does not automatically transfer all proprietary rights. The safest approach is: describe the deliverable, establish a clear assignment or license of proprietary rights, define territory/media/term, and condition the transfer on payment. For software and creative content, the MSA should provide rights over versions, the provider’s preexisting materials and third-party licenses, avoiding ambiguous assignments.

What's Included in This Template

Flexible SOW Structure

This template separates the “legal framework” (MSA) from the “project scope” (SOW). The MSA is signed once; each SOW defines deliverables, milestones, fees, acceptance and changes. This reduces repetitive negotiations and makes it easier to control scope creep with written change orders.

Peru-Specific Indemnification

Includes balanced indemnities for typical B2B risks (IP infringement, confidentiality, breach of law, damages due to negligence). Also, it incorporates a requirement for a minimum insurance of USD $1,000,000 per occurrence when the service type justifies it (technology, critical consulting, access to systems, etc.).

Dispute Resolution and Venue

The template contemplates arbitration in Lima as the preferred path for commercial disputes, with procedural rules agreed in the MSA/SOW. It also aligns payments and default with the Peruvian civil framework, including late payment interest in line with the agreed rules and applicable law.

Other Provisions Included (with citations):

• Late payment interest under the Civil Code, art. 1243 (rate and agreement on late interest).
• Personal data processing and transfers, in accordance with Ley N° 29733, arts. 33 y 34.
• Acknowledgement of prescription of personal actions (practical reference) in accordance with the Civil Code, art. 1980.

Who Needs This Document?

How to Use This MSA Template

Step 1: Identify the Parties

Fill in the legal name, RUC (if applicable) and address for Client and Provider. In Peru, using the correct legal name reduces collection and notification problems.

Step 2: Define Term and Termination

Choose a term (for example, 12 months) or an open-ended arrangement with notice. Clarify what happens to ongoing SOWs at termination.

Step 3: Attach the First SOW

Describe scope, deliverables, milestones, acceptance criteria and price. If there are reimbursable expenses, itemise them.

Step 4: Sign and Operate by SOWs

Sign the MSA once and issue SOWs for each project. This standardises the relationship and accelerates the client’s internal approval.

Already Receiving Contracts from Clients?

Quite often you don’t send your MSA: the client sends you “their” contract to sign. In Peru, review carefully: broad non-compete clauses, total IP assignments without compensation, abusive interest, intrusive audits, or personal data obligations without a basis (Law 29733, arts. 33–34). Before accepting, compare against your actual operations and negotiate clear SOWs. For a quick AI-assisted review, use: Contract Analyze

Download Options

Free PDF Version: Useful for reading, internal approval, and reference when negotiating with Peruvian clients.

Editable Word/Google Docs Version: Includes editable fields, SOW-ready version and a clause-by-clause customization guide (payments, IP, personal data, arbitration in Lima and insurance).

Disclaimer

Informational template for B2B contracts in Peru. It does not constitute legal advice. For complex cases, consult a Peruvian attorney.