Draft Master Services Agreement From Term Sheet And Deal Points

---
name: draft-msa-from-term-sheet-deal-points
task_id: intellectual-property/draft-master-services-agreement-from-term-sheet-and-deal-points
description: Execution-ready master services agreement and issues memorandum for a multi-year software-as-a-service consulting engagement, based on a signed term sheet, deal points memo, proposal, playbook, and negotiation emails.
activates_for: [planner, solver, checker]
---

# Skill: Draft Master Services Agreement from Term Sheet and Deal Points

## 1. Subject-matter triage

- Treat this as a drafting task with a companion advisory issues memo.
- Draft the operative agreement first; the memo is secondary and may not substitute for a complete MSA.
- Build the agreement for a multi-year arrangement with both subscription-style software access and professional services, and keep those concepts distinct in the operative provisions.
- Use the source set to determine whether one integrated MSA governs all work or whether service orders, statements of work, or order forms operate beneath it.
- If the source set includes more than one party, affiliate, geography, product line, fee model, or term variant, enumerate them before drafting so each is handled explicitly rather than by assumption.

## 2. Failure modes the skill is correcting

- Treating all source materials as equally authoritative instead of applying a hierarchy: signed term sheet and deal points control the playbook on deal-specific points; negotiation emails may refine or confirm a point when they clearly do so.
- Drafting an MSA that tracks only the business summary while omitting operational provisions needed for an execution-ready contract.
- Silently resolving conflicts instead of surfacing them in the issues memorandum.
- Failing to carry forward agreed commercial terms into the operative clauses, schedules, and exhibits.
- Ignoring playbook defaults for topics not addressed in deal-specific sources.
- Blending the software and services models so that acceptance, support, warranties, fees, data rights, and service levels become internally inconsistent.
- Leaving the memo as a narrative instead of a structured issue list with severity, source conflict, and recommendation.
- Using vague legal conclusions without identifying the governing contract doctrine, statutory rule, or industry convention that supports the drafting choice.

## 3. Legal frameworks / domain conventions that apply

- The signed term sheet governs the deal terms it addresses and should be mirrored in the MSA without dilution.
- The deal points memo may expand, clarify, or operationalize the term sheet; where it is specific, it controls over the playbook on the same topic.
- The playbook functions as the default risk-allocation and drafting baseline for items not expressly addressed elsewhere.
- Negotiation emails can evidence agreed positions on discrete issues, but only where the agreement is clear from the exchange.
- SaaS consulting agreements commonly require separate treatment of: scope, ordering mechanics, service levels, support, uptime, implementation services, acceptance, fees, taxes, term and renewal, confidentiality, data protection, IP ownership, license restrictions, warranties, indemnities, limitation of liability, suspension, termination, transition assistance, and dispute process.
- If the sources point to a particular legal regime, incorporate the controlling authority as written; if they do not, use the standard contract-law and commercial-licensing conventions applicable to the transaction.
- For any legal proposition relied on in drafting or issue spotting, identify the governing authority or contractual source rather than stating the conclusion bare.

## 4. Analytical scaffolds

- Source hierarchy scaffold: for each clause family, identify the controlling source, then note subordinate sources that inform drafting details.
- Term alignment check: verify that every commercial term in the signed term sheet appears in the agreement in operative form, not merely in recital form.
- Conflict scan: compare each clause family across the term sheet, deal points memo, proposal, playbook, and emails to spot inconsistent positions.
- Gap scan: identify mandatory or customary provisions that are absent from the deal-specific sources and should be filled from the playbook or standard SaaS/MSA practice.
- Integration check: ensure the MSA, schedules, order forms, and statements of work do not duplicate terms inconsistently or create accidental overrides.
- Risk-allocation check: confirm that warranty, indemnity, limitation, suspension, payment, IP, confidentiality, and data-use provisions are internally consistent across software and services.
- Issue memo framework: for each issue, state the topic, the conflicting or missing sources, the preferred resolution, and the contractual consequence of choosing that resolution.
- Severity framework: assign each issue an ordinal severity label and use it consistently across the memo.
- Recommendation framing: end each issue entry with a concrete drafting or business action tied to the responsible role and the next document milestone.

## 5. Vertical / structural / temporal relationships

- Order the agreement so the definitions and ordering mechanics support the commercial terms before the operative risk-allocation clauses.
- Preserve the vertical relationship between the master agreement and downstream documents: if work is ordered through schedules or statements of work, the MSA should define the override hierarchy and conflict rule.
- Distinguish present-tense deal terms from future-facing mechanics such as renewals, change control, support windows, invoicing, transition assistance, and post-termination rights.
- If the sources include staged implementation or phased services, draft the temporal sequence explicitly: kickoff, delivery milestones, review or acceptance, go-live, support period, renewal, and wind-down.
- If any source addresses enterprise data, customer content, or security controls, align the temporal data-rights provisions with the service term, retention, deletion, and handoff periods.
- Where a term in one document is narrower or broader than another, preserve that relationship in the draft and explain the drafting choice in the memo.

## 6. Output structure conventions

- Draft `master-services-agreement.docx` as a complete, execution-ready agreement with defined terms, operative clauses, schedules/exhibits as needed, and no placeholder prose where the sources supply a deal term.
- Draft `issues-memorandum.docx` as a separate advisory document that organizes issues by topic and source conflict rather than by source document alone.
- In the MSA, use conventional contract architecture: parties, recitals if helpful, definitions, ordering/delivery mechanics, services, fees, IP, confidentiality, data protection, security, warranties, indemnities, limitation of liability, term/termination, compliance, miscelleanous, and signature blocks as needed for the deal.
- In the issues memorandum, give each entry a severity label, identify the controlling source hierarchy, describe the conflict or gap, explain why it matters, and state the recommended resolution.
- Where multiple clauses interact, cross-reference them in the memo so the reader can see the downstream drafting impact.
- End the memo with a concise Recommended Actions section that assigns next steps to the relevant drafting or business owner and ties them to the signing or finalization milestone.
- Keep the drafting tone execution-ready and the memo tone concise, practical, and decision-oriented.