Document Generation

Request: "Create a deviation report comparing this to our template"

Format:
| Clause | Their Language | Our Standard | Risk Level | Action |
|--------|---------------|--------------|------------|---------|

Critical Issues (Must Fix):
1. Uncapped liability - Section 8.2
2. No termination rights - Section 12

Medium Priority (Should Address):
3. 90-day payment terms - Section 4.1

Low Priority (Nice to Have):
4. Venue in their state - Section 15.3

Deal: SaaS Agreement with [Customer]
Value: $2M annually
Key Risks: Unlimited liability, no cap on indemnification
Recommendation: Proceed with specific carve-outs
Required Approvals: CFO for extended payment terms

| Vendor | Price | Payment Terms | Liability Cap | Recommendation |
|--------|-------|---------------|---------------|----------------|
| A      | $100K | Net 30        | 12 months     | Best overall   |
| B      | $90K  | Net 60        | Unlimited     | Too risky      |
| C      | $95K  | Net 30        | 24 months     | Acceptable     |

Subject: [Company] Comments on MSA

Thank you for sending the agreement. We've reviewed and have some suggested updates to align with our standard requirements:

[2-3 key changes summarized]

The attached document contains our specific suggestions. We're happy to discuss any questions.

Best regards,

We understand your position on [issue]. To find middle ground, we could:

Option 1: [Compromise]
Option 2: [Alternative approach]

This addresses your concern about [their issue] while protecting [our need].

Subject: Approval Needed - [Deal Name] Terms

Summary: [Customer] requires terms outside our playbook.

Non-standard terms:
• Unlimited liability for data breach
• 90-day payment (standard is 30)

Business impact: $2M revenue at risk

Recommendation: Accept payment terms, counter on liability

Decision needed by: [Date]

Risk Assessment - [Agreement Name]

High Risks:
- Unlimited liability (Financial exposure: Potentially $10M+)
- IP indemnity without carve-outs (Legal exposure: Defense costs)

Medium Risks:
- 60-day termination notice (Operational impact: Extended commitment)

Low Risks:
- Their choice of venue (Cost impact: Minimal)

Overall Assessment: Proceed with modifications to high-risk items

GDPR Compliance Review - [Vendor] DPA

Compliant Provisions:
✓ Data breach notification (72 hours)
✓ Right to audit
✓ Sub-processor restrictions

Gaps Identified:
✗ Missing data retention schedule
✗ No deletion confirmation process
✗ Unclear cross-border transfer mechanism

Required Additions: [Specific language needed]

Negotiation Summary - [Date]

Initial Positions:
- Us: Liability cap at 12 months
- Them: Unlimited liability

Final Agreement:
- Liability cap at 24 months with carve-outs for data breach

Concessions Made:
- Accepted their venue
- Extended payment terms to 45 days

Wins Achieved:
- Got liability cap (saved potential $5M exposure)
- Kept our termination rights

Recommendation: Proceed with these three changes...

Supporting Detail: [Analysis follows]

Issue: Unlimited liability (Section 8.3)
Not: Liability concerns exist

Risk: Could cost up to $500K annually
Not: Expensive provision

Next Steps:
1. Legal to send revised draft by Tuesday
2. Schedule call if they reject liability cap
3. Escalate to CFO if payment terms remain at 90 days

Decisions Required:
□ Accept their limitation of liability?
□ Approve exception to payment terms?
□ Authorize legal to accept their venue?

Minimum Acceptable Terms:
- Liability cap no greater than $5M
- Payment terms no longer than 60 days
- Ability to terminate with 30 days notice

"Create an executive summary table with columns: Issue | Risk | Impact | Recommendation"

"One-page memo suitable for board review"
"Three-bullet email responding to their concerns"

"Professional but firm tone for opposing counsel"
"Collaborative problem-solving approach for partner"