Draft Core Clauses for a Master Services Agreement

Master services agreements anchor ongoing vendor relationships, with individual statements of work hanging off them over time. This prompt drafts the core MSA clauses, scope, payment, liability, IP, warranties, indemnification, and termination, so you have a coherent framework to refine instead of assembling one clause at a time. Because an MSA governs many future engagements, consistency and order-of-precedence matter. The prompt asks for numbered sections and consistent defined terms, and it flags the clauses that really need a business decision (like the liability cap) rather than a default. This is a drafting aid, not legal advice. Limitation-of-liability and indemnity language in particular carries real financial consequences and varies by jurisdiction, so a qualified attorney should review the draft before it goes to a counterparty. Use the assumptions list to catch anything the model guessed at.

What you can expect back

MASTER SERVICES AGREEMENT

1. Definitions. 'Services,' 'SOW,' 'Deliverables,' 'Confidential Information'...
2. Scope; Order of Precedence. Services are described in SOWs; if an SOW conflicts with this MSA, the MSA controls unless the SOW expressly states otherwise.
3. Fees and Payment. Client pays undisputed invoices net 30 days from invoice date.
4. Limitation of Liability. Except for [carve-outs], each party's aggregate liability is capped at fees paid in the prior 12 months.
5. Intellectual Property. Deliverables assigned to Client on full payment; Provider retains pre-existing IP.
6. Termination. Either party may terminate for uncured material breach or for convenience on 30 days' notice.

Assumptions: SOW-driven structure; mutual liability cap; indemnity carve-outs unspecified. Decisions to make: cap amount, indemnity scope. Drafting aid only, not legal advice; have a qualified attorney review before use.

Illustrative example — your results will vary by tool and inputs.

Get sharper results

• 01Set the liability cap deliberately; 'fees paid in the prior 12 months' is common but the right number is a business decision.
• 02Confirm the order-of-precedence rule matches how your team actually uses SOWs versus the master terms.
• 03List which indemnity carve-outs (IP infringement, confidentiality, data breach) you want before generating, so the draft reflects them.
• 04Have a qualified attorney review liability and indemnity clauses for your jurisdiction before sending; these carry the most financial risk.

Adapt it for your case