Statement of Work

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.

# Statement of Work

**Project Name:** {{.scope_of_services}}

**Issued Under:** Master Services Agreement between **{{.tenant_name}}** ("Provider") and **{{.customer_name}}** ("Customer")

**Effective Date:** {{.effective_date}}

**Notice Address (Customer):** {{.notice_address}}

This Statement of Work ("SOW") is entered into under and incorporates by reference the Master Services Agreement between the Parties (the "MSA"). All capitalised terms not defined herein have the meanings ascribed in the MSA.

## 1. Scope of Services

Provider shall perform the services described below (the "Services"):

{{.scope_of_services}}

## 2. Deliverables

Provider shall deliver to Customer the following items (each a "Deliverable") on the schedule set forth in Section 4:

1. Project plan and weekly status reports during the engagement.
2. Documentation of all configurations, runbooks, and operational handoff materials.
3. Such other Deliverables as the Parties may agree in a written change order under Section 8.

## 3. Fees and Payment

Customer shall pay Provider a monthly recurring fee of **${{.monthly_recurring_fee}}** for the in-scope managed Services during the Term of this SOW. Time-and-materials work outside the in-scope Services is invoiced at Provider's then-current rate card. Travel and pre-approved out-of-pocket expenses are pass-through at cost. Invoices are due **net thirty (30) days**.

## 4. Milestones and Acceptance

| Milestone | Target Date | Acceptance Criteria |
|-----------|-------------|---------------------|
| Kickoff and discovery | Week 1 | Signed kickoff brief; access provisioned |
| Design and configuration | Week 2–4 | Approved design document |
| Cutover / production | Week 5 | All listed Deliverables in production; punch list addressed |
| Hypercare and handoff | Week 6–8 | Acceptance test plan executed; sign-off |

Customer shall notify Provider in writing of any Deliverable non-conformance within ten (10) business days of delivery. Deliverables not rejected in writing within that period are deemed accepted.

## 5. Term

This SOW commences on the Effective Date and continues for **{{.term_months}} months**, unless earlier terminated under the MSA. Renewals occur per the MSA renewal provisions unless a different cadence is set forth herein.

## 6. Personnel and Roles

Provider shall designate an Engagement Lead as the primary point of contact for Customer. Customer shall designate a Customer Project Sponsor with authority to provide acceptance and approvals required under this SOW. Either Party may change its designated contact on written notice.

## 7. Customer Responsibilities and Assumptions

Provider's performance assumes that Customer (i) provides timely access to its environments, systems, and personnel; (ii) maintains its environment in a reasonably supportable state; (iii) makes decisions and provides approvals within five (5) business days of request; and (iv) provides Provider with all information reasonably necessary to perform. Delays attributable to Customer extend Provider's performance obligations day-for-day and may incur additional fees if material.

## 8. Change Order Process

Any change to scope, schedule, or fees must be set forth in a written change order signed by both Parties. Provider is not obligated to perform work outside the agreed scope until a change order is signed.

## 9. Conflict with MSA

In the event of conflict between this SOW and the MSA, the MSA controls except as to terms expressly identified in this SOW as overriding the MSA for the project-specific scope of this SOW.

## 10. Governing Law

{{.GoverningClause}}

**Provider — {{.tenant_name}}**: By ____________________  Name ____________________  Title ____________________  Date ____________________

**Customer — {{.customer_name}}**: By ____________________  Name ____________________  Title ____________________  Date ____________________