Draft Master Services Agreement

---
name: draft-master-services-agreement
task_id: intellectual-property/draft-master-services-agreement
description: Comprehensive master services agreement for a healthcare data analytics engagement, with a cover memo explaining key drafting decisions and open items, based on a prior agreement, playbook, and negotiated business terms.
activates_for: [planner, solver, checker]
---

# Skill: Draft Master Services Agreement for Healthcare Data Analytics

## 1. Subject-matter triage

- Treat the MSA as the primary deliverable and draft it first; do not let the memo substitute for a complete agreement.
- If the source set includes a prior form, a playbook, and negotiated business terms, treat them as a hierarchy to reconcile rather than as parallel references.
- Identify whether the engagement touches protected health information, de-identified data, limited data sets, or other regulated health data before selecting privacy, security, and use restrictions.
- If multiple statements of work, service lines, data sets, or performance periods are in scope, enumerate them before drafting the operative provisions so each can be addressed consistently.

## 2. Failure modes the skill is correcting

- Reusing a prior template without testing it against the current playbook, business terms, and engagement facts.
- Failing to resolve conflicts among the source documents and leaving inconsistent provisions in the agreement.
- Missing healthcare-specific protections, including data-use limits, security controls, access restrictions, incident handling, audit rights, and any required business associate framework.
- Drafting a generic services contract that does not clearly allocate ownership, permitted use, service levels, acceptance, change management, indemnity, limitation of liability, and termination rights for analytics work.
- Omitting the cover memorandum or reducing it to a summary that does not explain drafting choices, unresolved points, and deviations from the prior form.
- Stating conclusions about regulatory or contractual requirements without tying them to the governing authority reflected in the source set or a recognized healthcare contracting convention.

## 3. Legal frameworks / domain conventions that apply

- Use the source hierarchy deliberately: negotiated business terms control over the playbook, and both inform how the prior agreement should be updated.
- In healthcare data analytics, privacy and security provisions should be aligned to applicable health-data rules, including HIPAA privacy and security requirements where PHI is involved, and should address subcontractor flow-downs, breach/incident notice, access controls, and audit support.
- Where a business associate relationship is required, the agreement should incorporate the necessary business associate terms or attach a compliant exhibit rather than leaving them implicit.
- The services framework should define the statement-of-work process, change-order mechanics, dependencies, acceptance criteria, reporting, and any milestone-based invoicing or credits.
- IP allocation should clearly distinguish customer data, pre-existing materials, analytics outputs, and custom deliverables; vendor-friendly ownership of all work product is not assumed unless the sources support it.
- Confidentiality, security, records retention, and return/destruction obligations should be coordinated so they operate consistently at termination and after any suspension of services.
- Liability allocation should reflect the sensitivity of the data and the operational consequences of a failure, while staying consistent with the negotiated terms and the playbook.

## 4. Analytical scaffolds

- Start with a source reconciliation pass: identify every material term that appears in the prior agreement, the playbook, and the negotiated terms, then determine whether each is adopted, modified, or rejected.
- For each core topic—scope, data rights, privacy/security, fees, term/termination, warranties, indemnities, liability, dispute resolution, and boilerplate—confirm the draft states one clear rule and does not leave competing versions in different sections.
- For healthcare compliance, test whether the agreement needs business associate language, data-processing restrictions, security obligations, audit rights, and incident notice mechanics; if any source is silent, flag the gap in the memo.
- For services mechanics, check that the drafting covers ordering, dependencies, customer inputs, acceptance, re-performance, service credits or remedies if negotiated, and a workable change-control path.
- For deliverables and IP, separate customer-owned inputs from vendor background materials and from outputs created for the engagement; ensure the license or assignment language matches the business intent reflected in the sources.
- For risk allocation, confirm the draft addresses confidentiality, regulatory cooperation, indemnities, limitation of liability, exclusions, and injunctive relief in a way that fits the sensitivity of healthcare data.
- For each open item, identify the concrete decision needed, why the source materials do not answer it, and which section of the MSA would need revision once the client decides.

## 5. Vertical / structural / temporal relationships

- Use the agreement’s structure to track hierarchy: definitions, order of precedence, statement of work mechanics, data governance, security, IP, fees, compliance, warranties, indemnities, limitation of liability, term, termination, and miscellaneous.
- Make temporal sequencing explicit where it matters: pre-engagement diligence, onboarding, service commencement, SOW approval, recurring performance periods, audit windows, notice periods, cure periods, transition assistance, and post-termination return or destruction.
- Tie operational obligations to the party that can perform them: customer-provided data and approvals, vendor processing and reporting, subcontractor controls, and any required customer cooperation.
- If the engagement contemplates multiple phases or workstreams, reflect the phase-to-phase dependencies and ensure the MSA can support future SOWs without reopening settled core terms.

## 6. Output structure conventions

- Produce `master-services-agreement.docx` as a complete, execution-ready MSA with any needed exhibits, schedules, or SOW template language embedded or attached in conventional form.
- Produce `cover-memorandum.docx` second, after the agreement exists, and use it to explain major drafting decisions, source conflicts, departures from the prior form, and unresolved points for client input.
- The memo should be practical and decision-oriented: identify what changed, why it changed, what remains open, and what the client should review next.
- If any required term is not resolved by the sources, reflect a sensible placeholder in the draft only if the agreement can still function; otherwise flag it plainly in the memo.
- Keep the drafting internally consistent across the agreement and memo, and ensure the final files are substantive documents rather than summaries of what should be drafted.