MSA & SOW From Templates
Standard MSA turnaround < 3 days
Every net-new customer needs an MSA and every project needs a SOW. Sales sends a request to legal. Legal opens the template, copies in customer name, negotiates the redlines, chases signatures, and files the executed copy. It takes days for what should take an hour, and every legal hire spends most of their first year doing exactly the same substitution work.
An hour-by-hour walkthrough.
Step by step.
- 01
Read the deal + pick the right template
Opportunity → customer, jurisdiction, ACV, products, payment terms. Template registry keyed by (product line, customer segment, geography). Lex picks the closest match and lists the alternatives with reasons.
Salesforce · HubSpot · Template registry - 02
Populate merge fields + assemble schedules
Customer legal entity name (verified against Dun & Bradstreet, not the CRM display name), jurisdiction, effective date, term, payment terms, product-specific schedules. Every field cited from source.
Ironclad · DocuSign CLM · Word template engine - 03
Compare against customer's paper (if attached)
If the AE attached the customer's MSA template, Lex runs a clause-by-clause diff. Flags every material delta with our standard fallback position from the negotiation playbook.
Redlining engine · Playbook rules - 04
Route for legal review + approval
Draft in Ironclad. Legal reviewer sees the deltas, the AE's context, the customer's paper. Approves as-is, edits, or escalates. Approval routes based on ACV + risk (deal desk, VP legal, GC).
Ironclad · Slack · Teams - 05
Chase signature + file + set renewal reminder
DocuSign envelope with correct signers on both sides. Nudges every 48 hours. Executed copy filed to Ironclad, Salesforce opportunity, and the customer's shared folder. Renewal calendared for 11 months.
DocuSign · Ironclad · Salesforce · Google Drive · Calendar
What you connect to make this run.
Salesforce · HubSpot
read+writeRead the opportunity for context. Write the executed contract back as an attachment + fields (contract start, term end, MRR, auto-renew flag).
Ironclad · DocuSign CLM · Conga
read+writeTemplate registry, draft creation, review queue, signature routing, executed-copy vault. The CLM is the system of record; Lex is the orchestration layer.
DocuSign · Adobe Sign
read+writeEnvelope creation with correct signers, tracked signature status, automated reminders. Executed-copy download and file-out to the CLM + CRM + shared folder.
Dun & Bradstreet · Legal-entity registry
readVerified legal entity name — one of the most common contract errors is the wrong entity name because the CRM display is "Acme" but the legal entity is "Acme Global Enterprises, Inc."
Before and after, honestly.
Playbooks that pair with this one.
Answers about this playbook.
What if the customer insists on their template?
Lex accepts either direction — pick the base template and run the diff either way. Legal sees the same delta view regardless of which template is the base. Working from the customer's paper takes longer but is fully supported.
How does it handle multi-entity customers (parent + subsidiaries)?
Entity registry captures the corporate structure. Lex uses the correct contracting entity for the deal (often not the parent) and adds the subsidiary-inclusion clause if the deal covers affiliates.
Can we enforce that certain clauses are never removed?
Yes — clauses tagged as "immutable" in the playbook. Any redline touching an immutable clause auto-escalates to VP legal, regardless of ACV. Common set: governing law, IP ownership, confidentiality survival.
What if the AE requests non-standard terms?
AE flags the deviation at request time. Lex drafts with the deviation, marks it in the review queue, and routes to the appropriate approver (deal desk for pricing, legal for terms). Never silently.
How does this handle amendments to existing contracts?
Amendment templates keyed to the original MSA. Lex reads the executed original, populates the amendment with correct references (Section 4.2 of the MSA dated…), and routes for signature. Original stays untouched; amendment attaches.
See it run on your data.
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