Contract AI for agencies and consultancies

An engagement usually rests on two documents: a master services agreement (MSA) that sets the rules for the relationship, and a statement of work (SOW) that sets the rules for this piece of it. The terms that decide whether the work is profitable are split across both. goHeather covers the clauses below when it drafts from your templates and when it reviews the client’s paper, reading the two documents together and quoting each clause with a plain-English summary of how it is drafted. What to do about any of them is a decision for you and your lawyer.

Scope, acceptance and revisions in the SOW

• Deliverables. How specifically they are described, and whether anything is defined by reference to a document that can change.
• Acceptance. What the criteria are, who applies them, and what happens if acceptance is never given.
• Revisions. Whether the number of rounds is limited, and how further rounds are charged.
• Change control. How a change to scope is agreed, and whether work done outside that process is chargeable under the contract.
• Dependencies. What the client is required to provide, and what the agreement says when they do not.

Fees, payment and expenses

• Payment period. When invoices fall due, and from what date the clock runs.
• Rates. Whether they are fixed for the term, and what mechanism exists to change them.
• Expenses. What is recoverable, what needs approval, and what is excluded.
• Set-off and withholding. How widely the client’s right is drafted.
• Interest and suspension. What the agreement says about late payment.

IP and confidentiality

• Ownership of deliverables. What transfers, and at what point.
• Background IP. Whether your own tools, methods and templates are carved out, or swept into the assignment.
• Portfolio and credit. Whether the agreement lets you name the client or show the work.
• Confidentiality. How long the obligations run, and whether they are mutual.
• Non-solicit. Who it covers, how long it runs, and in what territory.

Liability, term and termination

• The liability cap. What it is tied to, and which obligations sit outside it.
• Insurance. The cover levels required, and how they compare to the value of the engagement.
• Termination for convenience. Which party has it, on what notice, and what the agreement says about work in progress and committed costs.
• Exclusivity. Whether the agreement restricts who else you can work for.

How goHeather fits your contract process

Agencies and consultancies sign far more paper than their legal budget covers, and an MSA that arrives the week before a kickoff rarely reaches a lawyer at all. With goHeather, you draft the MSA or statement of work from your own template, or upload the client’s version and get each clause above back quoted and summarized. Your amendments go back in Word with track changes, you compare versions as they return, and the final agreement is signed electronically and stored securely. The same process covers a consulting agreement, a retainer agreement or an NDA sent before a pitch, so the engagements that need a lawyer are the ones that reach one.

goHeather is a contracts AI, not a law firm. It tells you what your agreement says and what to look at. It does not tell you what to accept. See how the review works on our AI contract review page, how drafting works on the AI contract generator page, or book a demo to go through one of your own agreements with us.