Vendor Authorisation Letter

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.

# Vendor Authorisation Letter

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

**To:** {{.notice_address}}

**Re:** Authorisation of {{.tenant_name}} as Agent for {{.customer_name}}

To Whom It May Concern:

This letter authorises **{{.tenant_name}}** ("IA"), a Managed Cybersecurity Service Provider engaged by the undersigned ("Customer"), to act as Customer's authorised agent with respect to the following vendor account(s) and scope:

**Scope of Authorisation:** {{.scope_of_services}}

**Effective Period:** This authorisation is effective as of {{.effective_date}} and remains in force until revoked in writing by Customer.

## Authority Granted

During the Effective Period, and solely with respect to the Scope of Authorisation, IA is authorised to:

1. Open, escalate, and manage support cases and technical incidents on Customer's account.
2. Request and receive technical, configuration, security, and operational information regarding Customer's account.
3. Configure, modify, and administer the in-scope services within Customer's tenant or account.
4. Receive status, security, and outage notifications addressed to Customer for the in-scope services.
5. Procure or modify licences and subscriptions on Customer's behalf where pre-approved in writing by Customer.

## Express Limitations

IA is **not** authorised to, without separate written approval from a Customer signatory below:

- Terminate the underlying vendor agreement.
- Modify the commercial terms of the underlying vendor agreement.
- Add billing instruments, change payment methods, or incur charges beyond the pre-approved scope.
- Extend, renew, or auto-renew the underlying vendor agreement beyond its existing term.
- Add or remove other authorised agents on Customer's account.

## Customer Confirmation

Customer represents and warrants that the signatory below has full authority to bind Customer with respect to this authorisation. Vendors are entitled to rely on this letter and on instructions from designated IA personnel who identify themselves as acting under this authority.

## Revocation

Customer may revoke this authorisation at any time by written notice to the vendor and to IA. Revocation is effective upon the vendor's receipt of such notice and does not affect actions taken in good-faith reliance on this authorisation prior to receipt of the revocation notice.

## Governing Law

{{.GoverningClause}}

Sincerely,

____________________

For and on behalf of **{{.customer_name}}**

Name: ____________________   Title: ____________________   Date: ____________________

Acknowledged by **{{.tenant_name}}**:

Name: ____________________   Title: ____________________   Date: ____________________