Delaware SaaS Master Services Agreement Review From the Vendor's Side
Reviews a master services agreement from the vendor's side for a growth-stage SaaS company, centered on the focus areas you name, with quoted clauses and proposed revisions limited to your client's stated positions. Delaware rules appear only if you paste them.
The Prompt
Variables (9)
| Variable | Description | Example |
|---|---|---|
| {{client_name}} | Client Name | Lumen Metrics, Inc. |
| {{number_of_concerns}} | Number of Concerns | 5 |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{deal_facts}} | Deal and Leverage Facts | Lumen has 50 employees. The customer is Calder Financial Group. Attorney's view: limited negotiating leverage. |
| {{vendor_positions}} | Vendor Positions | Priority 1: cap on liability measured by fees. Priority 2: IP indemnity limited to the Service as delivered. Fallback on cap: private. |
| {{focus_areas}} | Focus Areas | Liability caps, indemnification scope, IP ownership |
| {{delaware_text}} | Delaware Text | None pasted. |
| {{notes}} | Attorney Notes | Customer counsel says uncapped indemnity is required of all vendors. Do not mention the pending financing. |
| {{msa}} | MSA Text | 12.1 Vendor's liability is unlimited for breach of Section 9. 14.2 Vendor assigns to Customer all deliverables, including improvements to the Platform. |
Expected Output
Part 1, attorney-only: conflicts, clause register, arithmetic and count check, cleared and held-back lists, defined-terms audit, the ranked vendor-side concerns with quotes, silent points, authority questions, declined statements, missing information, the Part 2 check. Part 2: proposed revisions. Ends with a Verification list.
Usage Notes
Use it when your client is the SaaS vendor and the customer's paper is on the table. Paste the MSA, the leverage facts and the client's fallback positions. The leverage statement is your input and changes no ranking and no proposal; the prompt does not guess what the customer would accept. Failure mode to watch: invented fallback numbers for a cap or indemnity. Delaware rules not pasted come back as authority-needed markers. 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.
Originally featured in: Prompt Engineering for Lawyers: The Complete 2026 Guide
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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.