Their paper. Your margin.
Agencies, consultancies and practices win work on the client's contract. Which is where uncapped liability, assigned IP and acceptance "at the client's sole discretion" arrive, clauses that don't reduce your fee, they reduce whether the project was worth doing. Vern scores each one against positions written from the MSAs you've already signed.
Where a profitable project stops being one.
These are the positions we'd draft first. Yours will differ, that's the point of writing them down.
Limitation of liability
Unlimited liability, or a cap so high it isn't one, with indirect losses left in.
2× the fees for that engagement, mutual exclusions, and a hard floor of 1×.
On a £60k project, uncapped means the downside is unrelated to the upside. This is the one clause worth losing a deal over.
Intellectual property
Assignment of everything created, which quietly includes the frameworks you reuse.
Assignment of the deliverables, an explicit carve-out for background IP, licence for the rest.
Sign this twice on the same methodology and you've sold the same asset to two clients.
Acceptance
Sign-off at their sole discretion, with rework until satisfied and no defined test.
Acceptance against written criteria, deemed accepted after a stated period, rework scoped.
An undefined acceptance test is an unpriced obligation. It is where fixed-fee projects go to lose money.
Payment terms
Sixty or ninety days from invoice, with invoicing only permitted after acceptance.
Thirty days from invoice, milestone billing, and statutory interest preserved.
Chained to an undefined acceptance test, payment terms stop being a date and become a hope.
Three rounds, two credits, one signed MSA.
The interesting part isn't the first review. It's knowing what moved, and what appeared, in the version they sent back.
Two of the six are escalations, so the sequence is obvious: liability first, IP second, and the payment ask goes in as the thing you'll trade. The suggested wording for each is in the review, your delivery lead sends the redline the same afternoon.
Both worth one more round. Neither worth delaying the start date over, which is the judgement the score is there to support, not to make for you.
Nobody re-reads a schedule at round three, which is exactly why it arrived there. Round diffing flags anything that wasn't in the version before, this is the clause that pays for the subscription.
Liability, IP, confidentiality, term and termination, insurance, non-solicit. Argued hard once, then reused on every engagement with that client.
Different arguments, so a different playbook: scope boundaries, acceptance, change control, rates and expenses, dependencies and the assumptions that let you re-price.
Splitting them matters because an SOW that scores well against MSA positions tells you nothing useful. Both are set up in the same week, from contracts you've already signed.
The method is the same, whatever it is you sell.
The fair objections.
Often true on the MSA, rarely true on the SOW, and knowing which of the six you can't win is worth as much as winning them. You stop spending goodwill on the immovable clause and spend it on payment terms instead.
Keep them. Vern is the first pass so their hours go on the two contracts a year that deserve a lawyer rather than the twenty that don't. Several of our customers had their solicitor help write the playbook.
Yes, and that's usually the point. Give seats to the people who negotiate, and let everyone else forward the document from an approved address, no seat, no licence, same review back.
Yes, and that's the more useful direction. Your MSA becomes the baseline, so an inbound redline is scored as movement away from what you wrote rather than judged in the abstract.
Reviewed like anything else, against positions on sub-processing, breach notice windows and audit rights. The commitments in those documents are the ones most often signed by someone who can't deliver them.
No. Fifteen people signing client MSAs with no in-house counsel is precisely the shape this was built for, and the package is sized for your volume rather than a tier you'd grow into.
Send us a client MSA you have already signed.
We'll draft your liability and IP positions from it, then score a live one against them.