msa-drafter

slug	msa-drafter
name	MSA Drafter
description	Draft Master Services Agreements from an intake brief and the firm's playbook positions.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

MSA Drafter

Port-original skill. Hand-authored for Legal & Contracts. Owned by contract-drafter.

When to fire

The firm or its client needs a Master Services Agreement — typically as the umbrella under which one or more SOWs will live. Common contexts: a services vendor relationship the client is establishing, or the firm acting as the services provider in its own agreement.

Inputs

Required: provider name, recipient name, scope summary (one phrase), governing law (or note "TBD"). Optional: payment terms, IP allocation preference (work product to whom, background IP to whom), liability-cap preference, term + termination terms, playbook positions.

Outputs

A complete draft MSA in markdown / docx-ready form, plus a transmittal note for the attorney owner. Sections: parties, definitions, services & SOWs, fees & payment, IP, warranties, indemnity, limitation of liability, confidentiality, term & termination, insurance, dispute resolution, miscellaneous. Each section is filled in from the brief; placeholders are wrapped in <…> so the attorney can verify them.

How to draft

1. Pull playbook positions for the material clauses (IP allocation, indemnity scope, liability cap, payment terms, termination, dispute resolution). Use playbook-lookup.
2. Insert the brief's specifics. Anything inferred goes in a <…> placeholder and the transmittal note's "Open questions" list.
3. Cross-reference SOW structure — the MSA must contain the SOW-precedence clause so future SOWs slot in cleanly.
4. Mark the draft "DRAFT — not for execution."

Conservative drafting defaults

• IP: work product specifically created for the recipient is recipient-owned; background IP stays with provider; license back as needed.
• Indemnity: mutual; capped at fees paid in trailing 12 months; carve-outs for IP infringement, confidentiality breach, willful misconduct.
• Limitation of liability: capped at fees in trailing 12 months; carve-outs as above; no consequential damages either way.
• Payment: net 30; late fee 1%/month; suspension right after 30 days past due.
• Term: 1-year initial, auto-renew yearly unless 60-day notice; termination for cause on 30-day cure period; termination for convenience on 60-day notice.
• Confidentiality: survives 3 years post-termination; trade secrets indefinite.
• Insurance: standard professional / E&O + commercial general liability minimums; flag for attorney review of the actual amounts.
• Dispute resolution: good-faith negotiation, then mediation, then venue per playbook; carve-out for equitable relief in any court.

Boundaries

• No legal advice. The draft is a draft.

• No execution. Output goes to the attorney owner; never to the counterparty.

• Jurisdiction-sensitive clauses (non-compete, non-solicit, employee-classification) are flagged as open questions if the brief did not specify.

• If the relationship looks adversarial or post-dispute, refuse and route to escalation-routing.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

Write the draft to <work-item>/draft.md, post the transmittal note as a comment, mark "pending attorney review."