Getting an AI-drafted master services agreement checked

A master services agreement produced with an AI drafting tool has the architecture of the US enterprise agreements the tool was trained on: a framework, statements of work, an order of precedence, mutual indemnities, a limitation of liability and a page of boilerplate. Whether it works for a supplier in England and Wales depends on the fit between the framework and the statements of work, on the liability structure surviving the Unfair Contract Terms Act, and on the assignments, data terms and boilerplate meeting English formalities. I review the agreement against English law and the services the supplier provides, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Consultancies, agencies, IT services businesses, software developers and other service suppliers in England and Wales that have drafted a master services agreement using an AI tool as their standard customer contract, and want it checked and corrected before a customer's legal team reads it. The review is of the client's own document.

What the review checks in an AI-drafted master services agreement

The framework, the statements of work and the order of precedence

The review checks that the agreement says what a statement of work must contain, how one is agreed, and which document prevails when they conflict, since an AI draft may let a statement of work override the master agreement's liability and payment terms or may leave the question open. It drafts a precedence clause under which the master agreement prevails unless a statement of work identifies the clause it varies, a statement of work template with scope, fees, timetable, acceptance and assumptions, and a change control procedure that both documents refer to.

The liability and indemnity structure

AI drafts pair a mutual cap with mutual indemnities for third-party claims, intellectual property infringement, breach of confidentiality and data, outside the cap. Under English law an indemnity is read according to its words and can be wider than a US court would read it, the cap in a supplier's standard terms is subject to the reasonableness test in section 3 of the Unfair Contract Terms Act 1977, and liability for death or personal injury caused by negligence cannot be excluded under section 2. The review drafts a cap by reference to the charges, named exclusions of loss of profit and consequential loss, the mandatory carve-outs, indemnities confined to third-party claims with a conduct procedure, and a separate cap for data and confidentiality that the supplier's insurance supports.

Intellectual property and the assignment formalities

An AI draft may state that deliverables 'shall be deemed work made for hire and owned by the customer', which has no effect under English law, where the supplier owns what it creates under section 11 of the Copyright, Designs and Patents Act 1988 unless it assigns it in writing under section 90. The review drafts the intellectual property clause the supplier intends: an assignment of client-specific deliverables on payment, including future works under section 91, a licence of the supplier's pre-existing materials and tools, a waiver of moral rights under section 87, and a non-infringement warranty with a defined indemnity.

Data processing and the terms the law requires

Where the supplier processes the customer's personal data, the agreement must contain the terms required by Article 28 of the UK GDPR and the Data Protection Act 2018, and an AI draft's clause requiring each party to 'comply with applicable data protection laws' does not meet the requirement. The review adds a data processing schedule with the subject matter, duration and purpose of the processing, the sub-processors and hosting location, the security measures, breach notification, assistance, deletion and audit, and a transfer mechanism under Article 46 where data leaves the UK.

Services, acceptance, service levels and payment

The review checks the standard of the services, which section 13 of the Supply of Goods and Services Act 1982 implies as reasonable care and skill and which the agreement may raise or define, the acceptance procedure for deliverables with deemed acceptance, the service levels and credits if any, and the payment terms: invoicing, the payment period, disputed invoices, suspension for non-payment, and interest under the Late Payment of Commercial Debts (Interest) Act 1998. It also checks the customer's dependencies and the consequences of their failure, which an AI draft may leave to the supplier's risk.

Termination, survival and the boilerplate

The review drafts termination for breach with a remedy period, for insolvency, subject to section 233B of the Insolvency Act 1986, and for convenience where the supplier will accept it, with the consequences and the provisions that survive, and replaces the US boilerplate: a choice of a US state's law, jury and class action waivers, arbitration in a US city, an 'entire agreement' clause that would exclude fraud, which English law does not allow, and a third-party beneficiaries clause, which under English law is the exclusion of rights under section 1 of the Contracts (Rights of Third Parties) Act 1999. It adds a no oral modification clause that works under Rock Advertising Ltd v MWB Business Exchange Centres Ltd [2018] UKSC 24 and a governing law and jurisdiction clause pointing to England and Wales.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted MSA lets a statement of work override the master agreement. Is that a problem?

It means a project manager can remove the liability cap or the payment terms in a schedule. The review drafts a precedence clause under which the master agreement prevails unless a statement of work identifies the clause it varies.

The draft says deliverables are work made for hire. Does that give the customer ownership?

Not under English law, where the phrase has no effect and the supplier owns what it creates unless it assigns it in writing. The review drafts the assignment and licence structure the supplier intends, taking effect on payment.

The draft has a clause saying each party will comply with data protection law. Is that enough?

Not where the supplier processes the customer's personal data: Article 28 of the UK GDPR requires specific terms in the contract, which a general compliance clause does not supply. The review adds a data processing schedule.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• SaaS and technology contracts, £995
• Consultancy and contractor agreements, £595
• Getting an AI-drafted statement of work checked
• Reviewing a master services agreement from an enterprise customer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.