# First-pass contract draft — services agreement

Produces a master services agreement with a statement-of-work structure. Reach for it when a business client engages or provides ongoing professional services.

## Prompt

## Context
You are drafting for an attorney in [GOVERNING STATE]. The parties: [SERVICE PROVIDER — NAME, ENTITY TYPE] will provide [SERVICES DESCRIPTION] to [CLIENT COMPANY — NAME, ENTITY TYPE]. My client is the [WHICH SIDE IS MY CLIENT — provider or customer]. Fee structure: [FEE STRUCTURE — hourly, fixed, retainer, milestones]. Term: [TERM AND RENEWAL].

## Task
Draft a services agreement with a master-agreement-plus-SOW structure. Include: services and SOW incorporation mechanics, including which document controls on conflict; performance standards; fees, invoicing, payment terms of [PAYMENT TERMS], and late-payment interest; expenses; change-order procedure; independent contractor status; IP ownership per [IP OWNERSHIP — work made for hire to customer, provider retains with license, or split]; confidentiality; warranties and disclaimer; mutual indemnification for third-party claims; limitation of liability capped at [LIABILITY CAP]; term, termination for cause with a [CURE PERIOD] cure period, termination for convenience on [CONVENIENCE NOTICE] notice; effects of termination and survival; insurance; non-solicitation of personnel; notices; governing law and venue; entire agreement. Attach a one-page SOW template as Exhibit A.

## Standards
- Tilt drafting choices toward my client's side, but keep the agreement signable — flag aggressive terms with [NEGOTIATION FLAG].
- Numbered sections, defined terms, 6 to 10 pages plus the exhibit.
- Plain contract English. Short sentences where the law allows.
- Use [DRAFTING NOTE] flags for state-specific issues, such as work-made-for-hire limits for independent contractors.
If the fee structure, IP position, or my client's side is unclear, ask before drafting.

## Input checklist

- [ ] Both parties' names, entity types, and which side you represent
- [ ] A plain description of the services and deliverables
- [ ] Fee structure, payment terms, and any cap or budget
- [ ] Who must own the work product, decided before drafting
- [ ] Governing state
- [ ] Remove client-identifying details, or confirm your AI tool sits under your firm's confidentiality and bar guidance before pasting client data

## Verification checklist

- [ ] Confirm the order-of-precedence clause matches your intent — AI drafts often let SOWs override the master agreement, which lets a project manager amend legal terms
- [ ] Check the IP section against state law: pure work-made-for-hire language fails for most contractor deliverables; an assignment clause must back it up
- [ ] Verify the liability cap and the indemnity do not cancel each other — confirm whether indemnity obligations sit inside or outside the cap, deliberately
- [ ] Confirm termination-for-convenience mechanics include payment for work performed through the effective date
- [ ] Check that warranty disclaimers are conspicuous (capitalized or bolded) if your state requires it
- [ ] Confirm the non-solicitation clause is enforceable in your state and scoped to personnel who worked on the engagement
- [ ] Read Exhibit A against the body — defined terms in the SOW template must match the master agreement

## Customization notes

For provider-side clients, condition IP assignment on full payment and narrow the indemnity to claims the provider's work infringes IP. For customer-side clients, assign IP on creation and add an audit right for hourly billing. Add data-protection terms when the services touch personal information. Replace the SOW structure with a single scope section for one-off engagements.

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From The Solo Attorney's AI Practice Library — vetslearn.com/libraries/attorney