Master Services Agreement First Draft From Your Term Sheet (Delaware)
Drafts a master services agreement for the service provider strictly from the term sheet you paste. Terms nobody supplied are left as blank lines, with a list of what is missing.
The Prompt
Variables (7)
| Variable | Description | Example |
|---|---|---|
| {{provider_name}} | Service Provider Name | Northwind Systems, Inc. |
| {{client_name}} | Client Name | Contoso Ventures, LLC |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{term_sheet}} | Term Sheet | Services: software development. Term: 24 months. Payment: net 30 days, monthly invoices. Rate: $200 per hour. Governing law: Delaware. |
| {{drafting_instructions}} | Drafting Instructions | Plain English. Do not include a non-solicitation clause. |
| {{precedent}} | Precedent Clause Wording | None pasted. |
| {{governing_text}} | Pasted Governing Text | None pasted. |
Expected Output
Part 1 attorney-only notes (conflicts, term register, cleared and held-back lists, provisions check, defined-term check, arithmetic, authority questions, declined requests, missing information) and Part 2, the numbered master services agreement, then a Verification list.
Usage Notes
Use it for a project-based services engagement when you act for the provider. Paste the full term sheet: price, term, cap, notice times, indemnity carve-outs and governing law must all be in it, or they come back as blank lines. A term sheet that says "standard" about a term supplies nothing. Delaware rules are never stated unless you paste them. Read the document part line by line before it leaves the office. Not legal advice. The attorney remains responsible for verifying every fact, figure and authority before use.
Double-check before use
- Read each obligation of your client against the term sheet's own verbs. In testing, "indemnify" once became "indemnify and defend".
- Check that the agreement has no heading for a topic your term sheet does not cover. In testing, service levels and service credits were once added as headings.
These are the places where this prompt was seen to slip when tested on sample cases with a small AI model.
Originally featured in: AI Contract Drafting: A Lawyer's Complete Handbook
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* These prompts are drafting and analysis aids for licensed attorneys. They are not legal advice and do not replace professional judgment. AI output can contain errors, including invented citations and incorrect deadlines: verify every fact, figure, authority and deadline against primary sources before relying on it. Rules vary by jurisdiction, and you remain responsible for the final work product.