Playbooks
Every AI finding is measured against a published playbook rule and cites its version.
Master Services Agreement — Standard
Default positions for inbound services agreements above USD 250k annual spend.
- Owner
- Daniel Reyes
- Jurisdictions
- US, CA, UK, EU
- Approval status
- published
Only Legal Admin users can publish playbook changes. You have read access.
Clause categories
- High risk
Aggregate liability cap
Limitation of Liability- Preferred position
- Aggregate liability of each party is capped at the greater of (a) fees paid in the twelve (12) months preceding the claim, or (b) USD 1,000,000.
- Fallback position
- Cap at 12 months' fees, no floor, provided carve-outs below are preserved.
- Prohibited language
- Caps below 12 months' fees; mutual caps that include indemnity or confidentiality breaches.
Guidance: Never accept a cap that swallows the indemnity. Confidentiality, data protection and IP infringement must sit outside the cap.
Applies in US, CA, UK
- High risk
Carve-outs from the cap
Limitation of Liability- Preferred position
- The cap does not apply to breach of confidentiality, data protection obligations, indemnification obligations, or wilful misconduct.
- Fallback position
- Confidentiality and data protection carve-outs are mandatory; indemnity may be capped at 3x fees.
- Prohibited language
- A cap with no carve-outs of any kind.
Guidance: Flag any agreement where carve-outs are silent — silence defaults to the cap applying to everything.
Applies in US, CA, UK, EU
- High risk
Supplier IP indemnity
Indemnification- Preferred position
- Supplier shall defend, indemnify and hold harmless Customer against third-party claims that the services infringe intellectual property rights.
- Fallback position
- Defence-only obligation with cost reimbursement upon final award.
- Prohibited language
- Customer-only indemnity; indemnity conditioned on Customer's sole control of defence.
Guidance: An omitted IP indemnity is a material gap on any technology or services agreement.
Applies in US, CA
- Medium risk
Termination for convenience
Termination- Preferred position
- Customer may terminate for convenience on thirty (30) days' written notice without penalty.
- Fallback position
- Sixty (60) days' notice, provided no termination fee applies.
- Prohibited language
- Notice periods above ninety (90) days or termination fees exceeding one month of fees.
Guidance: Longer notice is acceptable where the supplier holds dedicated capacity, but never with a penalty.
Applies in US, CA, UK
- High risk
Breach notification window
Data Protection- Preferred position
- Supplier notifies Customer of any personal data breach without undue delay and within 24 hours.
- Fallback position
- 48 hours where the supplier is a sub-processor with no direct customer data access.
- Prohibited language
- Windows beyond 72 hours, or notification 'as required by law' only.
Guidance: Align with the regulator clock; the customer must have time to make its own notifications.
Applies in EU, UK, US
- Low risk
Payment period
Payment Terms- Preferred position
- Undisputed invoices are payable Net 60 from receipt.
- Fallback position
- Net 45 where the supplier is a sole source.
- Prohibited language
- Net 15 or shorter; automatic interest above 1% per month.
Guidance: Payment terms are commercially negotiable — route to Procurement rather than blocking legal sign-off.
Applies in US, CA