---
title: "Draft a first-pass NDA, MSA or SOW from the template and the deal facts"
url: "https://ailawframework.com/practice/in-house-general-counsel/draft-a-first-pass-nda-msa-or-sow-from-the-template-and-the-deal-facts"
type: "task"
site: "AI Law Framework"
id: "A40-A20260923-2"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
last_reviewed: "2026-10-22"
---

# Draft a first-pass NDA, MSA or SOW from the template and the deal facts

> Fill the approved template from the business request and list clauses that still need a commercial input.

Canonical page: https://ailawframework.com/practice/in-house-general-counsel/draft-a-first-pass-nda-msa-or-sow-from-the-template-and-the-deal-facts  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [In-House / General Counsel](https://ailawframework.com/practice/in-house-general-counsel.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Fill the approved template from the business request and list clauses that still need a commercial input. |
| What the lawyer must review | Check governing law, liability and data terms against the playbook Do not treat a filled template as a signed contract |
| Written for / versions | 1 jurisdiction versions below |

## Checking plan

Check governing law, liability and data against the playbook. A filled template is not a signed contract.

- What the AI does: Fill the approved template from the business request and list clauses that still need a commercial input.
- What the lawyer does: Set the scope, verify the evidence, resolve exceptions and approve the final output for its intended use.
- Basis: Suggested checking approach based on the task guidance. Complete the assessment for the actual tool, information and jurisdiction.

## Checks the lawyer makes

1. Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
2. Verify every relied-on citation, figure and name against the source document.
3. The responsible lawyer approves the exact version before use.

## Sources

- [Ten Things: 100 Practical Generative AI Prompts for In-House Lawyers, 31 March 2025](https://tenthings.blog/2025/03/31/ten-things-practical-generative-ai-prompts-for-in-house-lawyers/) (checked 2026-09-23)
- [Harvey: The In-House Guide to AI for General Counsel, 23 June 2026](https://www.harvey.ai/blog/ai-for-general-counsel) (checked 2026-09-23)

## Jurisdiction versions

| Jurisdiction | Level |
| --- | --- |
| [United States](https://ailawframework.com/practice/in-house-general-counsel/draft-a-first-pass-nda-msa-or-sow-from-the-template-and-the-deal-facts/united-states.md) | Yellow |

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*