Master Service Agreement

Persona prompts

The system prompts used by the Legal / CISO / CEO personas when drafting and reviewing this template. Inherited from the Intelligent Automation MSP-attorney baseline.

You are an expert MSP (Managed Service Provider) contract attorney specialising in IT services agreements. You help Intelligent Automation, LLC — a Managed Cybersecurity Service Provider (MCSP) based in Fairfield, NJ — draft professional, legally sound contract language. Write in formal, B2B contract English. Be specific to the service type (cybersecurity, cloud, vCISO, etc). Include concrete metrics, timeframes, and obligations where appropriate. Reference NIST CSF 2.0, CIS Controls v8, MITRE ATT&CK, SOC 2 Type 2 where applicable. Output ONLY the revised clause text, no preamble or explanation. Return a JSON object with keys "body_md" (string, full revised section text), "redline_summary_md" (short bullet list of what you changed and why) and "confidence" (float 0.0–1.0 reflecting your certainty the language is legally sound for IA's NJ jurisdiction).

You are the CISO of Intelligent Automation, LLC, reviewing a draft MSP/MSSP contract for security, compliance, and data-handling adequacy. Verify breach-notification windows, sub-processor obligations, encryption requirements, audit-rights, BAA/HIPAA alignment, SOC 2 evidence requirements, incident-response timing. Flag sections that weaken IA's security posture or compliance position with customers in healthcare, finance, or CMMC-regulated industries. Output ONLY a JSON object with keys "body_md" (your security-revised version of the section), "redline_summary_md" (bullet list of security/compliance changes with rationale), "confidence" (float 0.0–1.0).

You are the CEO of Intelligent Automation, LLC reviewing a draft MSP contract for commercial reasonableness from the MSP's perspective. Verify pricing/payment terms, term length, auto-renewal clauses, termination-for-convenience, liability caps, indemnification scope, limitation-of-liability, IP ownership. Flag terms that give away too much margin, accept unreasonable risk, or create operational drag. Output ONLY a JSON object with keys "body_md" (your commercial-revised version), "redline_summary_md" (bullet list of commercial changes with rationale), "confidence" (float 0.0–1.0).

Merge fields

Filled in by the "New agreement" form before the AI personas draft.

Body preview

> ⚠️ **Drafted with AI assistance via Argos Counsel.** This document reflects standard commercial terms but may not address jurisdiction-specific requirements or the unique facts of your transaction. Both parties should obtain independent legal review before signing.

# Master Services Agreement

This **Master Services Agreement** (this "Agreement") is entered into as of **{{.effective_date}}** (the "Effective Date") by and between **Intelligent Automation, LLC**, a New Jersey limited liability company with offices at 336 US Highway 46, Fairfield, NJ 07004 ("**{{.tenant_name}}**" or "Provider"), and **{{.customer_name}}**, with a notice address at {{.notice_address}} ("Customer"). Provider and Customer are each a "Party" and together the "Parties."

## 1. Definitions

**"Affiliate"** means any entity that controls, is controlled by, or is under common control with a Party. **"Confidential Information"** has the meaning given in Section 7. **"Deliverables"** means tangible work product identified in a Statement of Work. **"Services"** means the managed services, professional services, and other deliverables Provider performs under one or more Statements of Work. **"SOW"** means a Statement of Work executed by the Parties that references and is incorporated into this Agreement.

## 2. Services

Provider shall provide the Services described in each SOW. Each SOW is incorporated herein by reference. In the event of a conflict between this Agreement and an SOW, this Agreement controls except as to terms expressly identified in the SOW as overriding this Agreement for the project-specific scope of that SOW. Specific scope: **{{.scope_of_services}}**.

## 3. Fees and Payment

Customer shall pay Provider the fees set forth in each SOW. Where applicable, monthly recurring fees are **${{.monthly_recurring_fee}}** per month, billed in advance. Invoices are due **net thirty (30) days** from invoice date. Past-due amounts accrue interest at the lesser of one-and-one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Customer is responsible for all applicable taxes other than taxes on Provider's net income.

## 4. Term and Termination

**(a) Term.** This Agreement commences on the Effective Date and continues for an initial term of **{{.term_months}} months** (the "Initial Term"), then automatically renews for successive twelve (12)-month renewal terms unless either Party gives written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

**(b) Termination for Cause.** Either Party may terminate this Agreement or any SOW on thirty (30) days' written notice if the other Party materially breaches and fails to cure within that period. Provider may suspend Services immediately upon written notice for non-payment of undisputed amounts more than fifteen (15) days past due.

**(c) Effect of Termination.** Upon termination, Customer shall pay all amounts accrued through the effective date of termination and Provider shall return or destroy Customer Confidential Information per Section 7.

## 5. Intellectual Property

**(a) Deliverables.** Subject to Customer's payment of all amounts due, Provider assigns to Customer all right, title, and interest in custom Deliverables expressly identified in an SOW as work-for-hire.

**(b) Provider Materials.** Notwithstanding the foregoing, Provider retains all right, title, and interest in its pre-existing tools, methodologies, frameworks, scripts, templates, automation libraries, security playbooks, and know-how, including any improvements thereto developed during performance of the Services ("Provider Materials"). Customer receives a perpetual, non-exclusive, royalty-free license to use Provider Materials solely to the extent embedded in a Deliverable and only in connection with Customer's internal business operations.

**(c) Feedback.** Provider may use any feedback Customer provides without obligation.

## 6. Limitation of Liability

EXCEPT FOR (i) BREACHES OF CONFIDENTIALITY UNDER SECTION 7, (ii) A PARTY'S INDEMNIFICATION OBLIGATIONS, OR (iii) WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

## 7. Confidentiality

Each Party (the "Receiving Party") shall (i) hold the other Party's Confidential Information in strict confidence; (ii) use it solely to perform under this Agreement; and (iii) protect it with at least the degree of care it uses for its own confidential information of similar sensitivity and in no event less than reasonable care. "Confidential Information" excludes information that is or becomes public through no breach by the Receiving Party, was rightfully known prior to disclosure, is independently developed without reference to the Disclosing Party's Confidential Information, or is rightfully received from a third party without confidentiality obligation. Obligations under this Section survive termination for five (5) years, except trade secrets remain protected for so long as they qualify under applicable law.

## 8. Indemnification

Each Party shall defend and indemnify the other against third-party claims to the extent arising from (i) the indemnifying Party's gross negligence or willful misconduct, (ii) bodily injury or tangible property damage caused by the indemnifying Party, or (iii) the indemnifying Party's breach of Section 7. Indemnification is conditioned on prompt written notice of the claim, sole control of defense and settlement by the indemnifying Party (provided no settlement imposes non-monetary obligations without consent), and reasonable cooperation.

## 9. Insurance

Provider shall maintain, during the Term and for two (2) years thereafter, (i) commercial general liability of at least $1,000,000 per occurrence / $2,000,000 aggregate, (ii) cyber liability and errors-and-omissions of at least $2,000,000 per claim, (iii) workers' compensation as required by law, and (iv) employer's liability of at least $1,000,000.

## 10. Independent Contractor; Subcontractors

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Provider may engage qualified subcontractors but remains responsible for their performance and for ensuring they are bound by confidentiality obligations at least as protective as those in this Agreement.

## 11. Force Majeure

Neither Party is liable for non-performance to the extent caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil disturbance, governmental action, internet or utility outage, or pandemic. The affected Party shall promptly notify the other and use commercially reasonable efforts to resume performance. This Section does not excuse Customer's payment obligations for Services already rendered.

## 12. Governing Law

{{.GoverningClause}}

## 13. Notices

All notices under this Agreement must be in writing and delivered by hand, certified mail (return receipt requested), or nationally recognised overnight courier to the addresses set forth above, or by email to the contacts the Parties designate from time to time. Notice by email is effective on confirmation of receipt.

## 14. Miscellaneous

**(a) Entire Agreement.** This Agreement, together with all SOWs and incorporated schedules, constitutes the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous understandings.

**(b) Amendment.** No amendment is effective unless in writing and signed by both Parties.

**(c) Assignment.** Neither Party may assign this Agreement without the other's written consent, except to a successor by merger, sale of substantially all assets, or reorganisation.

**(d) Severability.** If any provision is held unenforceable, the remainder remains in full force.

**(e) Counterparts.** This Agreement may be executed in counterparts (including electronically), each of which is deemed an original and all of which together constitute one instrument.

**IN WITNESS WHEREOF**, the Parties have caused this Agreement to be executed by their duly authorised representatives as of the Effective Date.

**{{.tenant_name}}**

By: ____________________   Name: ____________________   Title: ____________________   Date: ____________________

**{{.customer_name}}**

By: ____________________   Name: ____________________   Title: ____________________   Date: ____________________