---
title: "Draft a first-pass NDA, MSA or statement of work 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/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A40-A20260923-2-US"
practice_area: "In-House / General Counsel"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

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

> Produce a first draft only from the firm's template and the deal facts the lawyer supplies. Leave a bracket where a fact is missing. Do not add a clause the template does not contain.

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/united-states  
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 | Produce a first draft only from the firm's template and the deal facts the lawyer supplies. Leave a bracket where a fact is missing. Do not add a clause the template does not contain. |
| What the lawyer must review | State contract law governs whether the signed document is enforceable. Before it is sent or signed, the lawyer reads every sentence. Formal Opinion 512 requires independent verification appropriate to the task, and Model Rule 1.1 is the competence duty. Do not put the other side's confidential terms, or the client's, into a public tool (Rule 1.6). A generated citation or a statute the lawyer has not opened comes out. |
| Written for | United States |
| Applies to | [Draft a first-pass NDA, MSA or SOW from the template and the deal facts](https://ailawframework.com/practice/in-house-general-counsel/draft-a-first-pass-nda-msa-or-sow-from-the-template-and-the-deal-facts.md) |

## Checking plan

- What the AI does: Produce a first draft only from the firm's template and the deal facts the lawyer supplies. Leave a bracket where a fact is missing. Do not add a clause the template does not contain.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The lawyer reads every sentence before the document is sent or signed.
- Governing law, venue and a jury waiver are state-specific. The template's choices are the lawyer's, not the tool's.

## Sources

- [ABA Formal Opinion 512, Generative Artificial Intelligence Tools (29 July 2024)](https://www.americanbar.org/content/dam/aba/administrative/professional_responsibility/ethics-opinions/aba-formal-opinion-512.pdf) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (checked 2026-10-22)
- [ABA Model Rule 1.1, Competence](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/) (checked 2026-10-22)

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