A Master Services Agreement (MSA) for San Marino is a B2B framework contract that establishes the basic rules (payments, liability, IP, confidentiality, and disputes) applicable to multiple engagements, deferring the details of each project to individual Statement of Work (SOW).

1: Opening

A San Marino MSA is the umbrella agreement that lets you work with the same client on multiple projects without rewriting the entire contract each time. In practice, you sign the general terms once and then, for each new assignment, sign a SOW with scope, timing, and price. In a civil-law system like San Marino, a generic draft can create gaps regarding prescription, late payment interest, liability, and personal data.

2: Definition Box

Definition: A Master Services Agreement (MSA) in the Republic of San Marino is a framework agreement between a service provider (consultant, freelancer, software house, agency) and a client that governs recurring contractual terms: duration, modes of execution, invoicing, late payment interest, limitations of liability, intellectual property, confidentiality, and personal data processing. The MSA does not describe the individual deliverables: these are defined in one or more Statement of Work (SOW) attachments, which reference the MSA and inherit its clauses.

3: Why You Cannot Use a Generic MSA in San Marino

Using an “international” MSA or one copied from another jurisdiction is risky, because many standard clauses (especially on freelance work, non-compete, liability, and data) must be aligned with San Marino law and local practice. Three areas are particularly sensitive.

Worker Classification Rules

San Marino does not apply an “ABC” test like California: the practical distinction, for those contracting services, is between a subordinate employment relationship and autonomous/contract-for-work or services, evaluated based on substantive elements such as direction by the client, continuity, integration into the organization, and time commitment. A generic MSA that imposes day-to-day control, on-site presence, and minute approvals can raise the risk of reclassification as an employee (with possible effects on contributions, protections and litigation). In terms of contract risk management, the draft should: (i) describe the supplier’s organizational autonomy; (ii) avoid obligations incompatible with autonomy; (iii) define deliverables measurable in the SOW. For contractual actions, also consider the ordinary ten-year prescription of the Codice Civile Sammarinese, Art. 2946, which affects how long economic claims can be asserted.

Non-Compete Enforceability

Unlike jurisdictions that ban non-competes outright, in San Marino a non-compete clause can be drafted in a more “contractual” way, but it must remain reasonable and proportionate to avoid challenges to invalidity or excessive restriction of economic freedom. A generic MSA often inserts broad prohibitions (“do not work for any competitor worldwide for 2–3 years”), which are hard to defend in a civil-law system oriented toward proportionality and protecting contractual balance. In practice, if you want a non-compete, make it: (i) time-limited; (ii) territory-limited (e.g., San Marino/Italy or specific markets); (iii) activity-limited (only identical or substantially similar services); (iv) tied to a legitimate interest (protecting know-how, client portfolio). Alternatively, it’s often more effective to use confidentiality and non-solicitation clauses. For remedies, liability arrangements should be coordinated with the general damages framework, keeping in mind the framework of the Codice Civile Sammarinese, Art. 2059 (referenced in local contracting practice to set limits and categories of recoverable damages).

IP/Work-for-Hire Considerations

Anglo-American drafts rely on “work made for hire,” a concept not always directly transferable in a civil-law context. In a San Marino MSA, it’s prudent to provide an assignment/transfer of intellectual property rights (or a license) with a clear mechanism: when the transfer vests (for example, upon payment of the invoice), which materials remain with the provider (tools, libraries, templates) and which become the client’s (deliverables). This helps avoid conflicts between output, pre-existing materials, and know-how.

4: What’s Included in This Template

Flexible SOW Structure

The template separates general terms and the project: the MSA governs recurring rules, while each SOW defines scope, milestones, acceptance, fees, and expenses. This reduces repeated negotiations and “scope creep,” because every modification passes through a change order in the SOW.

San Marino-Specific Indemnification

The draft includes a liability and indemnity framework designed for B2B relationships: risk allocation, cooperation obligation, and limits aligned with the general damages regime. The wording takes into account the Codice Civile Sammarinese, Art. 2043 (tort liability as a systemic reference) and Art. 2059 to set exclusions/limits on categories of damages.

Dispute Resolution and Venue

The template sets the forum and governing law in San Marino to avoid surprises (clauses that move the seat overseas). Where useful, you can provide for a negotiation/ADR phase before court. It also integrates rules on prescription and documentary evidence, important in disputes over invoices and deliverables.

Additional provisions (with citations):

• Default interest on late payments: Codice Civile Sammarinese, Art. 1223.
• Ordinary prescription of claims: Codice Civile Sammarinese, Art. 2946.
• Personal data protection and minimum measures: Legge n. 70 del 23 maggio 1995, Art. 7.

5: Who Needs This Document?

6: How to Use This MSA Template

Step 1: Correctly identify the parties

Enter the legal name, registered office, Economic Operator Code/registration if applicable, and the signatory with authority. A poorly identified party makes it hard to recover amounts owed.

Step 2: Define term and termination

Choose a fixed-term MSA or an evergreen arrangement with notice. Provide for termination for cause and what happens to in-progress work.

Step 3: Complete the first SOW

Put in the SOW the deliverables, acceptance criteria, timeline, fees, expenses, and change requests. Don’t overburden the MSA with operational details.

Step 4: Sign and manage changes

Have the MSA + initial SOW signed, then use new SOWs for each project. Establish governance: who approves, how deliverables are accepted, and how invoicing works.

7: Already Receiving Contracts from Clients?

Often you are not the one sending the MSA: many clients impose their own framework contract. Before signing, check typical problematic clauses for San Marino: foreign forum, unlimited liability, overly broad IP assignment, vague payment terms, and data obligations not aligned with Legge 70/1995. If you want a quick, practical risk and negotiable-clause review, use Contract Analyze to highlight critical points before negotiations.

8: Download Options

Free PDF Version: ideal for reading, with MSA + SOW structure and operational notes. Editable Word/Google Docs Version: useful for adapting clauses (IP, limitations, privacy, acceptance of deliverables) and reusing SOWs modularly for new engagements without rewriting everything.

9: Disclaimer

This content is informational and does not constitute legal advice. For specific cases in San Marino, consult a licensed attorney.