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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

  1. 01

    Know your walk-away points with co-founders before redlining.

  2. 02

    Generate the checklist, then review with counsel on the top 3 risks.

  3. 03

    Keep a playbook of accepted positions for the next deal.

Tips

  • This is preparation for counsel, not a substitute for counsel.