Attorney review required. Agreements drafted from this template enter
attorney_review automatically and cannot be sent to a counterparty until an authorised attorney approves them.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.
Legal persona
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).
CISO persona
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).
CEO persona
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.
EffectiveDateClientLegalNameBillingCadencePaymentTermsDaysTermMonthsCureDaysGoverningLawState
Body preview
# Service Contract
This Service Contract ("**Contract**") is entered into as of **{{.EffectiveDate}}** between **Intelligent Automation, LLC** ("**Provider**") and **{{.ClientLegalName}}** ("**Client**") for the services described herein. This Contract is a standalone agreement and does not require a separate Master Service Agreement.
## 1. Services
Provider shall provide the services described in Schedule A (the "**Services**").
## 2. Fees
Client shall pay Provider the fees set out in Schedule B, payable {{.BillingCadence}} on net **{{.PaymentTermsDays}}** terms.
## 3. Term
This Contract commences on the Effective Date and continues for **{{.TermMonths}} months**. Either Party may terminate this Contract for material breach upon **{{.CureDays}} days** written notice if the breach remains uncured.
## 4. Confidentiality
Each Party shall hold the other's confidential information in strict confidence and use it only to perform under this Contract.
## 5. Security
Provider shall implement reasonable administrative, technical, and physical safeguards consistent with industry standards (NIST CSF 2.0, CIS Controls v8) to protect Client data.
## 6. Limitation of Liability
Each Party's aggregate liability under this Contract is capped at the fees paid by Client in the prior twelve (12) months. Neither Party is liable for indirect, consequential, or punitive damages.
## 7. Governing Law
Governed by the laws of **{{.GoverningLawState}}**.