Opening

A Master Services Agreement (MSA) in Portugal is a master framework agreement between a service provider and a client that sets baseline rules (payments, liability, confidentiality, IP, and disputes) for multiple future projects. Rather than renegotiating everything for every job, the parties sign the MSA once and then issue “Statements of Work” (SOW) with scope, timelines, and prices. For SMEs and freelancers, this reduces commercial friction and provides legal predictability in Portugal.

Definition Box

Definition: A Portuguese MSA is an umbrella service provision agreement (contrato-quadro) governed by Portuguese law, designed for B2B relationships, in which the enduring clauses (confidentiality, intellectual property, liability limitation, data protection, payment terms, forum and applicable law) remain stable over time. Each project is detailed in an SOW attached, which describes deliverables, acceptance criteria, schedule and price. The MSA helps comply with the principle of the binding force of contracts (Código Civil, art. 406.º) and manage recurring risks.

Why You Cannot Use a Generic MSA in Portugal

Using a generic model (copied from another country) is a common mistake because Portugal has its own rules on subordination in employment, restrictive clauses (non-compete) and intellectual property, as well as specific data protection requirements (RGPD + Lei n.º 58/2019). A poorly adapted MSA can incur unexpected costs: requalification of the relationship as an employment contract, nullity of clauses, or exposure to fines and litigation in Portuguese courts.

Worker Classification Rules

In Portugal, the central risk isn’t an “ABC test” as in some U.S. states; it’s the requalification of a service-provision relationship as an employment contract when there are indications of subordination. The Labour Code provides a presumption of employment contract when certain indicators are present (for example, integration into the beneficiary’s organization, direction/orders, local working hours, the client’s tools, etc.). See the Labour Code, art. 12.º (presumption of employment).

If the provider is treated as a “near-employee” (control of hours, practical exclusivity, hierarchy), the client may face labor and tax consequences: obligation for contributions and back payments, and intervention by the ACT. Therefore, a Portuguese MSA should reinforce autonomy, absence of subordination, freedom of method and the ability to work for third parties, aligning the contract with operational practice.

Non-Compete Enforceability

Unlike jurisdictions that broadly prohibit non-competes, in Portugal they can be valid, but typically in the employment context and with strict requirements. For workers, the Código do Trabalho, art. 136.º (non-compete agreement) allows post-contractual restrictions only if: (i) there is protection of a legitimate employer interest, (ii) the duration does not exceed 2 years (potentially up to 3 in certain cases), and (iii) there is compensation to the worker.

In B2B (services between companies), non-compete clauses can also be negotiated, but must respect principles of proportionality and contractual freedom within legal limits. A generic model that imposes broad prohibitions (across the country, for many years, for any activity) increases the risk of invalidity and conflict. More robust and generally defensible alternatives include: confidentiality, non-solicitation of employees/clients (with limited scope) and protection of trade secrets.

IP/Work-for-Hire Considerations

Portugal does not use “work made for hire” as an automatic concept typical of some Anglo-Saxon systems. As a rule, the creator of the work owns the copyright, and the transfer/exclusivity must be express and well described (for example, assignment/license, territory, duration, modes of exploitation). For software, design, texts and other creative outputs, a Portuguese MSA should clearly define whether there is a transfer of rights or a license, when it occurs (e.g., after payment), and how pre-existing provider materials are treated. A generic text can leave the client without sufficient rights to use the result.

What's Included in This Template

Flexible SOW Structure

The template separates the “master contract” from the SOWs. The MSA fixes permanent rules (payment, changes, acceptance, confidentiality), and each SOW describes deliverables and timelines. This facilitates new projects without renegotiating critical clauses, reducing approval time and last-minute discussion.

Portugal-Specific Indemnification

Indemnification and liability limitation are drafted to reflect contractual autonomy and good faith, with language aligned with the binding force of the contract (Código Civil, art. 406.º). The risk allocation by types of damages, negotiable exclusions and clear triggers are included (e.g.: IP infringement, RGPD non-compliance, willful/negligent misconduct).

Dispute Resolution and Venue

The template sets the applicable law and venue in Portuguese courts, avoiding the trap of templates that push disputes to foreign jurisdictions. It also allows for a preliminary negotiation/mediation stage and notification rules. For collections, it is useful to specify deadlines and documentation, considering the ordinary prescription of 20 years (Código Civil, art. 309.º).

Includes also (with citations): compliance with subcontracts RGPD (RGPD, art. 28.º); measures/obligations and national sanctions regime (Lei n.º 58/2019, art. 33.º); binding force and freedom of contract (Código Civil, art. 406.º); ordinary prescription (Código Civil, art. 309.º).

Who Needs This Document?

How to Use This MSA Template

Step 1: Identify the parties correctly

Use the full legal name, NIF and registered address (or professional domicile). Confirm who signs and whether they have representation powers, to avoid validity disputes and invoicing issues.

Step 2: Choose term, renewal and termination

Define whether it is fixed-term or “evergreen.” Provide for termination with notice and termination for breach, with effects on ongoing SOWs.

Step 3: Attach the first SOW

Put in the SOW the scope, timelines, prices, acceptance criteria and client dependencies. Avoid putting operational details in the MSA.

Step 4: Sign and operationalize (aligned practice)

After signing, comply with what’s on paper: provider autonomy, written communications and change management. In Portugal, inconsistent contract and practice increase the risk of requalification.

Already Receiving Contracts from Clients?

Many providers in Portugal do not send their own MSA: they receive the client’s MSA to sign. In those cases, the risk lies in standard clauses that shift venue to another country, demand total assignment of IP without compensation, impose excessive non-compete, or transfer GDPR liability in an unbalanced way. Before signing, compare to the project reality and negotiate what is essential. For quick screening, use: Contract Analyze.

Download Options

Free PDF: version in PDF for reading and internal validation, useful for quick approvals and filing. Editable Word/Google Docs: editable version to fill data, adjust clauses (IP, liability, data) and generate SOWs per project. Ideal for agencies and freelancers with multiple clients.

Disclaimer

Informational content. It does not constitute legal advice. For your case in Portugal, consult a qualified lawyer and adapt the MSA to the project.