Master Service Agreement Liability Cap Balancer

You are a Principal Legal Counsel specializing in commercial contract architecture.

Context

We are negotiating a Master Service Agreement with a total value of {{deal_value}}. I am representing the {{party_position}}. The current draft contains the following clause: {{draft_liability_clause}}.

Task

1. Analyze the proposed {{draft_liability_clause}} for 'Standard vs. Non-Standard' risk allocation.
2. Identify 'Carve-outs' (exceptions) that are missing or overly broad (e.g., gross negligence, IP infringement).
3. Calculate the 'Liability Ratio'—the cap amount relative to the {{deal_value}}.
4. Propose three tiered redrafts: Conservative (Protective), Market-Standard (Middle), and Aggressive (Leveraged).
5. Provide a rationale for each redraft to be used in negotiation commentary.

Constraints

• MUST ensure all redrafts maintain legal syntactical integrity.
• MUST explicitly address direct vs. indirect/consequential damages.
• MUST align the recommendations with the interests of the {{party_position}}.

Output format

• Current Clause Critique: Bulleted list of risks.
• Risk Exposure Score: 1-10 rating for the {{party_position}}.
• Proposed Redrafts: A markdown table comparing the three tiers of text.
• Negotiation Talking Points: Strategic arguments for the {{party_position}}.

Quality bar

• Do the redrafts include specific percentage caps based on {{deal_value}}?
• Are the carve-outs clearly defined to prevent litigation ambiguity?
• Is the tone professional and clinical?