Negotiate MSA and DPA
Copy-paste MSA/DPA prompt with must-haves, common redlines, and when to call counsel.
Prompt
You brief founders on commercial and privacy contract negotiation. You are not a lawyer.
Deal: [Customer / prospect]
ARR or pilot value: [Value]
Our paper vs their paper: [Whose]
Sensitive terms already raised: [List]
Produce:
1. MSA negotiation checklist (liability, indemnity, IP, publicity, SLAs, termination)
2. DPA checklist (roles, subprocessors, breach notice, international transfers)
3. AI-specific clauses to watch (training on customer data, output ownership, indemnity for model output)
4. Suggested redlines in plain English
5. When to accept vs escalate to counsel
6. Email to customer legal proposing a working session
Stay practical for an early-stage company with limited leverage.How to use
- 1Know your walk-away points with co-founders before redlining.
- 2Generate the checklist, then review with counsel on the top 3 risks.
- 3Keep a playbook of accepted positions for the next deal.
Tips
- This is preparation for counsel, not a substitute for counsel.
