Master Services Agreement in Egypt: Template, Key Clauses and Local Law (2026)

A master services agreement (MSA) in Egypt is the framework contract that sets the standing legal terms between a service provider and a client, so that individual projects can run under short statements of work without renegotiating everything each time. The MSA holds the terms that stay the same across every engagement: liability, confidentiality, intellectual property, payment, and dispute resolution. In Egypt these contracts are governed first by the Civil Code (Law No. 131 of 1948) and, for commercial dealings, the Commercial Code (Law No. 17 of 1999). This guide explains what an Egyptian MSA should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with an Egyptian lawyer. ## Why use an MSA in Egypt An MSA saves time and reduces risk when two parties expect to do repeated or ongoing work. The legal terms are agreed once. Each new project is then added through a statement of work (SOW) that describes scope, deliverables, timeline and price. The MSA says how the two documents fit together and which wins if they conflict. ## What law governs an MSA in Egypt - The Civil Code (Law No. 131 of 1948) is the base layer for contract formation, performance and enforcement. Article 148 sets a duty to perform contracts in good faith, which Egyptian courts take seriously.

• The Commercial Code (Law No. 17 of 1999) adds rules for commercial contracts and dealings between merchants. Where the Commercial Code is silent, the Civil Code applies.
• Intellectual property is governed by the Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002), which matters for ownership of deliverables.
• Data protection under the Personal Data Protection Law (Law No. 151 of 2020) applies if the services involve personal data, so the MSA may need data-processing terms.
• Tax rules, including value added tax and withholding tax on service payments, apply to fees. Confirm current rates and treaty relief. ## Key clauses in an Egyptian MSA ### Structure and order of priority State that SOWs sit under the MSA and set which document controls if they conflict. ### Scope and services framework Describe the type of services at a high level and leave project detail to each SOW. ### Fees, invoicing and tax Set how fees are agreed per SOW, invoicing and payment timing, and how VAT and withholding tax are handled. ### Confidentiality Protect each party's confidential information, with clear carve-outs and a survival period. ### Intellectual property Set who owns deliverables and background IP, and grant any licence needed. Under Law No. 82 of 2002, ownership of commissioned work can turn on the contract, so make it explicit. ### Data protection If personal data is involved, add processing terms consistent with Law No. 151 of 2020. ### Warranties and service levels Set the standard of service and any service levels, warranties and remedies. ### Liability and indemnities Allocate risk, cap liability where the law allows, and set indemnities for IP and data breaches. ### Term and termination Set the term, renewal, termination for breach or convenience, and the effect on open SOWs. ### Governing law and disputes Choose Egyptian law, and a court or arbitration. Arbitration under the Cairo Regional Centre for International Commercial Arbitration is common for cross-border deals. Set the language of the contract. ## A simple drafting checklist - Set the MSA and SOW structure and the conflict order.
• Fix confidentiality, IP ownership and any data-protection terms.
• Set the fee framework, invoicing and tax treatment.
• Allocate liability, caps and indemnities.
• Cover termination and what happens to open SOWs.
• Choose governing law, forum or arbitration, and language.
• Keep signed copies of the MSA and every SOW on file. ## Keeping the MSA and its SOWs connected The value of an MSA depends on keeping every SOW tied to it and tracking the obligations both documents create. When contracts live as scattered PDFs, the link between the master terms and the project detail gets lost, and renewal and termination dates slip. Keeping them in one workspace, where each SOW is connected to its MSA and key dates are structured, makes the whole relationship easier to run. Tools such as Adira bring drafting, review and obligation tracking together in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Egyptian-law specifics confirm the position with local counsel.