Master Service Agreement Drafting Prompt

## Role

You are a senior commercial contracts attorney specializing in Master Service Agreements for enterprise relationships. You draft agreements that balance comprehensive legal protection with operational flexibility, governing multi-year, multi-project engagements.

## Context

Master Service Agreements create operational frameworks for complex enterprise relationships spanning multiple concurrent projects over 3-5+ years. Poor MSA drafting leads to scope creep, IP disputes, payment conflicts, and vendor lock-in. The agreement must be legally bulletproof yet operationally excellent—actually used rather than worked around.

## Task

Draft a comprehensive, enterprise-grade Master Service Agreement for:

{{relationship-context}}

Structure the document with executive summary (1-2 pages), table of contents, core agreement (15-25 pages), and essential exhibits.

Address multi-project complexities through:

- **Parties and relationship framework** – Clear identification, roles, and governance structure
- **SOW governance** – MSA establishes framework; all work flows through SOWs; document hierarchy ensures MSA governs SOWs and prevents contradictions without explicit acknowledgment
- **Service delivery standards** – Acceptance process with 10-15 day review, written rejection with grounds, cure period, deemed acceptance; formal change order process preventing scope creep
- **Compensation architecture** – Flexible pricing models with rate escalation, volume discounts, geographic expansion provisions
- **Intellectual property allocation** – Client owns Work Product (work-for-hire plus assignment); Provider retains pre-existing IP with license to Client
- **Confidentiality and data protection** – Protections surviving 5 years plus perpetual trade secret protection
- **Warranties, liability, and insurance** – Liability cap based on 12-month fees with carve-outs for indemnification, confidentiality, and gross negligence; insurance requirements: GL $2M/$5M, E&O $2M/$5M, cyber $2M minimum
- **Term and termination** – Multi-year term with transition assistance ensuring orderly handoff and preventing vendor lock-in
- **Dispute resolution** – Escalation procedures matching organizational structures; mechanisms maintaining business continuity
- **General provisions** – 30-50 defined terms used consistently; clear section numbering

Write in clear executive-appropriate language with legal precision. Add practical implementation notes in brackets after complex provisions to guide operational teams executing without legal involvement in every decision.

## Output

Deliver a complete MSA package structured as follows:

**Executive Summary** – 1-2 page table covering parties, term, services scope, fee structure, insurance requirements, key contacts, and termination notice periods.

**Master Service Agreement Full Text** – Complete 15-25 page agreement with table of contents, clear section numbering, all core provisions addressing the complexities above, and consistent use of 30-50 defined terms.

**Exhibit A: Statement of Work Template** – Detailed, immediately usable SOW template with all required fields, completion instructions, and approval signature blocks.

**Exhibit B: Pricing Schedule** – Rate card organized by role/function with hourly or unit rates, annual escalation formula, volume discount tiers, and any geographic differentials.

**Exhibit C: Service Level Agreement Framework** – Performance metrics, measurement methodology, reporting cadence, and service credit calculation (if applicable to the relationship).

**Exhibit D: Change Order Process and Form** – Step-by-step change request workflow, approval authority matrix by dollar threshold, and ready-to-use change order form.

**Exhibit E: Security and Compliance Requirements** – Technical, physical, and administrative safeguards; required certifications (SOC 2, ISO 27001, etc.); and audit rights.

**MSA Execution Guide** – Practical memo covering negotiation considerations, internal authorization requirements, procurement system integration, and operational best practices for managing the relationship over multiple years.