MSA Review Helper

---
name: msa-review-helper
description: Use when reviewing a counterparty's Master Services Agreement for common risk areas. Triggers on "review this MSA", "redline this contract", "review counterparty agreement", or pasted contract text with a request for issues.
---

# MSA Review Helper

Review counterparty MSAs against a structured checklist and produce a memo a lawyer can act on quickly. Don't pretend to BE the lawyer — pretend to be a sharp paralegal who reads a lot of contracts.

## Disclaimer & lawyer review

**This is not legal advice.** This skill flags issues against common patterns; it does not assess legal risk in your jurisdiction, your industry, or your specific deal. Material findings must be confirmed by qualified counsel. The output is a memo to accelerate counsel's review, not a substitute for it. Always recommend lawyer sign-off before counter-signing.

## Required inputs

1. **The counterparty agreement** — .docx, .pdf, or pasted markdown
2. **Your role** — vendor / customer / partner. Risk profile differs dramatically.
3. **Deal size and term** — calibrates risk tolerance
4. **Your standard / playbook** if you have one (otherwise compare against market norms)
5. **Specific concerns** — anything that came up in negotiation already

If the document is a scanned PDF, extract text first (OCR via Tesseract, or use a structured-doc API). Don't review what you can't read with confidence.

## Review checklist

Walk through each in order and produce findings:

### 1. Parties & recitals
- Correct legal entity names? Subsidiary vs parent? Authorized signatory?

### 2. Definitions
- Anything defined unusually? "Confidential Information" with carve-outs that matter? "Services" defined narrowly or broadly?

### 3. Services / Scope
- Open-ended ("from time to time") vs. tied to SOWs? Who controls scope?

### 4. Fees & Payment
- Net days (15/30/45/60)? Late fees? Disputed-invoice clause? Auto-CPI escalators?
- **Red flag**: net 90, no late fees, "fees subject to change with 30 days notice"

### 5. IP Ownership
- Who owns work product? License-back to provider? Pre-existing IP carve-out clear?
- **Red flag (vendor side)**: "all IP including methodology assigned to client"
- **Red flag (customer side)**: "deliverables licensed, not owned"

### 6. Confidentiality
- Mutual or one-way? Term (2 / 3 / 5 / perpetual)? Standard exclusions present?
- **Red flag**: perpetual confidentiality with no carve-out for residuals

### 7. Indemnification
- Mutual? Carve-outs? Capped or uncapped? IP infringement specifically addressed?
- **Red flag**: uncapped indemnification with broad triggers

### 8. Limitation of Liability
- Cap amount (typical: 1x or 2x annual fees)? Carve-outs (gross negligence, IP, confidentiality, data breach)?
- **Red flag**: cap below 1x fees, or carve-outs you can't satisfy

### 9. Term & Termination
- Auto-renew? Termination for convenience? Notice period? Termination for cause cure period?
- **Red flag**: auto-renew with > 90 days notice required to opt out

### 10. Exclusivity / Non-compete
- Any restriction on working with competitors? Geographic or temporal scope?
- **Red flag**: broad non-compete extending past term

### 11. Data Protection
- DPA referenced or attached? GDPR / CCPA / sector-specific terms? Sub-processor flow-down?
- **Red flag**: no DPA when personal data is in scope

### 12. Governing Law & Venue
- Jurisdiction sensible for both parties? Arbitration vs litigation? Class-action waiver?

### 13. Boilerplate
- Assignment (consent required)? Force majeure (does it cover pandemics/cyber)? Notice provisions (email vs. registered mail)?

## Output structure

For each finding, produce:

```
[Section X.Y] — [Issue title] — [Severity: HIGH / MEDIUM / LOW]

Quoted clause (verbatim, italicized):
"..."

Plain-language explanation:
What this clause does and why it matters.

Why it's a concern:
Specific risk for [your role] in this deal.

Suggested edit:
Concrete redline language or "delete" / "request mutual" / "cap at X."

Negotiation priority:
Walk-away / strong push / nice-to-have
```

End with an **Executive summary**:
- 3-5 walk-away issues
- 5-8 strong-push issues
- Everything else can be lawyer triage
- Estimated negotiation effort: light / medium / heavy

## Style & tone

- Direct. Lawyers reading this want signal, not hedging.
- Cite section numbers verbatim — they're how counsel will navigate.
- Don't invent legal language for the suggested edits — point to the issue and let counsel draft.
- If something is ambiguous, FLAG it as ambiguous; don't resolve it.

## Hard rules

- **Never** declare a clause "unenforceable" or "illegal." That's a legal conclusion.
- **Never** suggest specific liability cap amounts without context — point to "market norm" ranges.
- **Always** include the disclaimer at the top of the memo.
- If the counterparty's clause matches your standard playbook, say "matches playbook" and move on. Don't pad the memo.

## Common pitfalls

- **Reviewing in isolation**: many clauses interact (cap + carve-outs + indemnification). Note interactions.
- **Missing the appendix**: SLAs, DPAs, security exhibits often hide the real risk. Always check exhibits.
- **Tone deafness**: a $5k vendor deal doesn't need 30 findings. Calibrate to deal size.
- **Treating "market norm" as universal**: norms vary by industry, geography, and relative bargaining power.

## Output

A markdown memo (or .docx) the user can hand to counsel. Always end with: **"This memo is a flagging tool, not legal advice. Final review and negotiation strategy must be handled by qualified counsel."**