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gmail

Jordan Kim, VP Sales

2 min ago

Urgent: MSA Review for Apex Corp ($2.4M)

Hi Legal — the Apex Corp deal needs an MSA review ASAP. Counterparty sent a redlined draft. Q3 close deadline.

Sandstone

Sandstone Inbox

Request captured and queued for triage

Sandstone Triage

High Priority

Revenue-critical contract — $2.4M enterprise deal

Routed to senior commercial counsel based on deal size threshold

Self-Service

Not eligible for this request type

Work Execution

Routed to Commercial Contracts

Active path
Gathering context across 3 systems
Salesforce

Salesforce

Deal record: Apex Corp, $2.4M ARR, Q3 close

Slack

Slack

3 prior negotiation threads with Apex legal team

Ironclad

Ironclad

Previous MSA from 2024 — liability cap was disputed

!

Counterparty previously pushed back on liability caps and indemnification terms

Enterprise MSA Playbook

Liability Cap
2x annual fees (fallback: 1x)flagged
Indemnification
Mutual, standard carve-outsstandard
Term Length
3 years with auto-renewalstandard
Governing Law
Delawarestandard

Urgency: Q3 close — 5 business days remaining

Apex Corp MSA — Redline Review

Reviewed by

Sarah Chen, Senior Counsel

Liability Cap

Approved

Unlimited liability

2x annual fees

IP Ownership

Modified

Joint ownership

Customer retains all IP

Data Processing

Approved

No DPA referenced

Standard DPA attached

Termination

Flagged

90-day notice

60-day notice

Sent for e-signature

Sent to Apex Corp Legal

DocuSign or SandSign

DocuSign or SandSign

Document sent for signature

Notification

Notification sent

#apex-deal

Playbook Updated

Liability Cap

Before

Standard fallback: 1x annual fees

After

Updated fallback: 2x annual fees (approved for enterprise tier)

Memory Stored

Apex Corp always pushes back on liability caps — start at 2x for future deals

Insights from this workflow

2.1 days

Avg. MSA turnaround

94%

Playbook accuracy

73%

Auto-resolved NDAs

4 enterprise deals closing this quarter need MSA review

Liability cap fallback used 12x this month — consider updating default

Suggested Action

Schedule batch review for Q3 pipeline deals to avoid end-of-quarter bottleneck

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