Customer paper changes the legal review. The task is not to rewrite the agreement into the provider’s form. It is to identify where the customer’s terms depart from the provider’s approved positions and decide which deviations matter.
Begin with a playbook
The provider should have clear positions for liability, indemnification, intellectual property, data, security, service levels, acceptance, payment, customer dependencies, warranties, insurance, termination, transition, subcontractors, and AI. Each issue should have an approved lead position, fallbacks, and escalation rules.
Classify the deviations
- Acceptable without further change.
- Negotiable using an approved fallback.
- Material enough to require business or legal escalation.
- Outside the provider’s risk boundary.
Give the deal team actionable guidance
A useful review explains the issue, proposes language, identifies the decision-maker, and describes the operational consequence. It should help the negotiator move the deal, not simply produce a document covered in comments.
Keep attorney judgment in the process
AI can accelerate comparison, classification, and issue spotting. An attorney should review the agreement, apply context and judgment, and provide the legal and negotiating guidance returned to the client. The process should not be positioned as automated legal advice.
Read the provider-side MSA Guide. See the MSA Pilot™ review model.
