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.
EffectiveDateVendorLegalNamePaymentTermsDaysBreachNoticeHoursTerminationNoticeDaysGoverningLawState
Body preview
# Vendor Agreement
This Vendor Agreement is entered into as of **{{.EffectiveDate}}** between **{{.VendorLegalName}}** ("**Vendor**") and **Intelligent Automation, LLC** ("**IA**").
## 1. Goods/Services
Vendor shall provide IA with the goods and/or services described in Schedule A.
## 2. Fees
IA shall pay Vendor the fees set out in Schedule B, net **{{.PaymentTermsDays}}** of correct invoice.
## 3. Security and Data Protection
Where Vendor accesses or processes IA data or IA-customer data:
- Vendor shall implement and maintain administrative, technical, and physical safeguards aligned with the NIST Cybersecurity Framework.
- Vendor shall notify IA of any Security Incident affecting IA data within **{{.BreachNoticeHours}} hours** of confirmation.
- Vendor shall, on request, provide a current SOC 2 Type 2 report or equivalent independent assurance.
- Vendor shall not subcontract data processing without IA's prior written consent.
## 4. Insurance
Vendor shall maintain at minimum: (a) commercial general liability of $2M per occurrence; (b) cyber liability of $5M per claim; (c) workers' compensation as required by law; in each case naming IA as additional insured where reasonably available.
## 5. Indemnification
Vendor shall indemnify IA against third-party claims arising from Vendor's negligence, willful misconduct, or breach of this Agreement.
## 6. Term and Termination
This Agreement continues until terminated by either Party on **{{.TerminationNoticeDays}} days** written notice, except that IA may terminate immediately for Vendor's material breach of security obligations.
## 7. Governing Law
Governed by the laws of **{{.GoverningLawState}}**.