Adapt-and-use templates. Insurance and Authorization first.
SOW, MSA, NDA, and Authorization Letter templates ready to find-replace. Plus the two critical things that must be in place BEFORE the first signed engagement.
Why this pack exists
The current business plan schedules the first paid engagement for Week 20-26. The AI/LLM Wedge re-spec compresses that to Week 4. Contracts must be in place BEFORE the first SOW is sent, not after.
This pack is the minimum viable kit: MSA, SOW, NDA, Authorization Letter, payment-terms language, and a cyber liability insurance disclosure boilerplate. After a one-time legal review in your chosen governing-law jurisdiction, every future engagement uses the same templates with find-replace on the placeholder fields.
What is in the pack
| # | Template | When to use | Pages |
|---|---|---|---|
| 1 | Statement of Work (SOW), AI/LLM Security Review | Sent per engagement, references the MSA | 4-5 |
| 2 | Master Services Agreement (MSA) | Signed once per client, covers all future SOWs | 8-10 |
| 3 | Mutual Non-Disclosure Agreement (NDA) | Pre-engagement, before any scoping conversation that touches confidential info | 2 |
| 4 | Authorization Letter | Signed by an authorised Client officer BEFORE any testing traffic is sent | 1 |
| 5 | Payment terms reference | Drop-in clauses for invoicing, currency, late fees, tax handling | n/a |
| 6 | Cyber liability insurance disclosure | Boilerplate paragraph added to every SOW | n/a |
Template 1: Statement of Work (SOW)
Click to expand the full SOW template (AI/LLM Security Review)
STATEMENT OF WORK No. <<SOW-NUMBER>>
AI/LLM Security Review
This Statement of Work ("SOW") is entered into on <<EFFECTIVE-DATE>> by and between:
CONSULTANT:
<<Consultant Legal Name>>
<<Consultant Address>>
<<Consultant Tax ID / VAT Number>>
<<Consultant Email>>
CLIENT:
<<Client Legal Name>>
<<Client Address>>
<<Client Tax ID / VAT Number>>
<<Client Primary Contact Name and Email>>
This SOW is issued under and governed by the Master Services Agreement between
the parties dated <<MSA-EFFECTIVE-DATE>> (the "MSA"). All terms not defined in
this SOW have the meaning given in the MSA. In the event of conflict between
this SOW and the MSA, this SOW controls only for matters of scope, fees, and
timeline; the MSA controls for all other matters.
1. ENGAGEMENT DESCRIPTION
Consultant will perform an AI/LLM Security Review of one (1) production AI
feature operated by Client, located at the URL or endpoint specified in
Section 2 below. The review will assess the feature against the OWASP LLM
Application Top 10 (2025 edition) and produce a written report and a one-hour
remediation call as described in Section 3.
2. SCOPE - IN
The following are within the scope of this engagement:
a. ONE production AI feature on the URL or endpoint:
<<Target URL / Endpoint>>
b. Manual and tool-assisted security testing against the OWASP LLM
Application Top 10 (2025), specifically:
- LLM01 Prompt Injection (direct and indirect)
- LLM02 Sensitive Information Disclosure
- LLM03 Supply Chain (model and library provenance check)
- LLM04 Data and Model Poisoning (exposure assessment)
- LLM05 Improper Output Handling
- LLM06 Excessive Agency (for agentic features with tool access)
- LLM07 System Prompt Leakage
- LLM08 Vector and Embedding Weaknesses (for RAG-backed features)
- LLM09 Misinformation (UX and grounding risk)
- LLM10 Unbounded Consumption (rate-limit and cost-amplification)
c. Authentication and rate-limit testing at the AI endpoint.
d. Output sanitisation testing (including XSS via LLM-generated markdown).
e. One (1) round of free re-test on Critical or High severity findings,
to be requested by Client within thirty (30) days of report delivery.
3. SCOPE - OUT
The following are explicitly outside the scope of this engagement:
a. Full web application penetration testing (offered separately).
b. Mobile application testing.
c. Infrastructure, network, or cloud configuration audit.
d. Source code audit.
e. Compliance certification work (SOC 2, ISO 27001, HIPAA attestation).
f. Custom fine-tuned model attacks or adversarial ML on model weights.
g. Implementation of remediation (Consultant provides advisory only;
Client engineers implement fixes).
h. Social engineering, phishing, or physical security testing.
i. Denial-of-Service or load testing beyond the documented rate-limit
probing.
4. DELIVERABLES
Consultant will deliver:
a. A written report ("Report") in PDF format, 15-25 pages, containing:
- Executive summary
- Scope statement
- Methodology
- Findings table with severity (CVSS 3.1, business-context adjusted),
exploitability rating, reproduction steps, business impact, and
prioritized remediation guidance
- References
b. One (1) live remediation call of up to sixty (60) minutes,
delivered by video conference, scheduled within fourteen (14) days
of Report delivery.
c. A sanitised version of the Report suitable for sharing with
auditors, investors, or third parties, provided at Client's request.
5. TIMELINE
a. Engagement kickoff: <<KICKOFF-DATE>>
b. Testing window: <<TESTING-START>> through <<TESTING-END>>
(three consecutive business days)
c. Report delivery: not later than <<REPORT-DELIVERY-DATE>>
d. Remediation call: scheduled within 14 days of Report delivery
Total Consultant billable time: approximately twelve (12) hours over
three (3) calendar days. Calendar duration: up to one (1) calendar week.
6. FEES AND PAYMENT
Total Fixed Fee: <<CURRENCY>> <<TOTAL-FEE>>
Payment schedule:
a. Fifty percent (50%) - <<CURRENCY>> <<DEPOSIT-AMOUNT>> - due within
seven (7) days of SOW execution and prior to engagement kickoff.
b. Fifty percent (50%) - <<CURRENCY>> <<FINAL-AMOUNT>> - due within
seven (7) days of Report delivery.
Payment terms: Net-7 from invoice date.
Accepted payment methods:
- Stripe Invoicing (preferred for amounts under <<CURRENCY>> 5,000)
- Wire transfer / SEPA (preferred for amounts over <<CURRENCY>> 5,000)
- Wise Business transfer
Invoices issued by Consultant within one (1) business day of each
applicable trigger event.
7. LATE PAYMENT
Unpaid invoice balances accrue interest at one and one-half percent (1.5%)
per month, compounded monthly, starting eight (8) days after the invoice
due date. Consultant may suspend work on any active engagement until
past-due amounts are paid in full.
8. SCOPE CHANGES
Any change to the scope defined in Sections 2 and 3 must be documented
in a written change order or a new SOW, signed by both parties, before
Consultant performs the changed work. Verbal scope changes are not binding.
Common change-order triggers:
- Addition of a second AI feature or second URL +<<CURRENCY>> 1,000
- Expansion to full web application pen-test +<<CURRENCY>> 1,500
- Rush delivery (48 hours from kickoff) +50% of total fee
- German-language Report deliverable +<<CURRENCY>> 300
9. TERM
This SOW takes effect on the Effective Date above and terminates on
delivery of the Report and completion of the remediation call, or on
the thirtieth (30th) day after Report delivery, whichever is later.
Termination of this SOW does not terminate the MSA.
10. ACCEPTANCE
Client will provide written acceptance or itemised objections to the
Report within five (5) business days of delivery. Silence beyond five
(5) business days constitutes acceptance. Objections must be specific
and actionable; Consultant will address material objections at no
additional cost where they relate to documented in-scope findings.
11. AUTHORIZATION TO TEST
Client confirms that the signed Authorization Letter (attached as
Exhibit A to this SOW) constitutes Client's explicit written permission
for Consultant to perform the security testing described above on the
systems and URLs identified. Consultant will not commence testing until
Exhibit A is signed by an Authorized Officer of Client.
12. INSURANCE DISCLOSURE
Consultant maintains the following insurance coverage in force as of
the Effective Date:
- Professional Liability / Errors and Omissions:
<<COVERAGE-AMOUNT>> aggregate / <<PER-OCCURRENCE>> per occurrence
- Cyber Liability:
<<COVERAGE-AMOUNT>> aggregate / <<PER-OCCURRENCE>> per occurrence
Carrier: <<CARRIER-NAME>>
Policy Number: <<POLICY-NUMBER>>
A current Certificate of Insurance is available on request.
SIGNATURES
CONSULTANT: CLIENT:
___________________________ ___________________________
Name: <<Consultant Name>> Name: <<Client Signer Name>>
Title: <<Title>> Title: <<Client Signer Title>>
Date: ____________________ Date: ____________________
Exhibit A: Authorization Letter (separately signed)
Template 2: Master Services Agreement (MSA)
Click to expand the full MSA template
MASTER SERVICES AGREEMENT
This Master Services Agreement ("Agreement") is entered into on
<<EFFECTIVE-DATE>> ("Effective Date") between:
CONSULTANT:
<<Consultant Legal Name>>, a <<Entity Type>> organized under the laws of
<<Jurisdiction>>, with its principal place of business at
<<Consultant Address>> ("Consultant").
CLIENT:
<<Client Legal Name>>, a <<Entity Type>> organized under the laws of
<<Jurisdiction>>, with its principal place of business at
<<Client Address>> ("Client").
Consultant and Client may be referred to individually as a "Party" and
collectively as the "Parties".
1. DEFINITIONS
1.1 "Services" means the professional services described in any SOW
executed under this Agreement.
1.2 "SOW" or "Statement of Work" means a written statement of work
executed by the Parties that references this Agreement.
1.3 "Deliverables" means the reports, documents, and other materials
Consultant is required to deliver to Client under a SOW.
1.4 "Confidential Information" has the meaning given in Section 6.
1.5 "Authorized Officer" of Client means an individual at the rank of
Vice President or higher who has actual authority to bind Client.
2. SERVICES
Consultant will perform the Services described in each SOW. Each SOW is
governed by this Agreement. In the event of conflict between this
Agreement and a SOW, this Agreement controls for matters of confidentiality,
intellectual property, liability, indemnification, insurance, and
governing law; the SOW controls for matters of scope, fees, and timeline.
3. FEES AND PAYMENT
3.1 Fees for each engagement are set in the applicable SOW.
3.2 Standard payment schedule, unless varied by SOW:
- Tier 1 (AI/LLM Security Review): 50% on signing, 50% on report
delivery, Net-7
- Tier 2 (Productized Web App Audit): 50% on signing, 50% on
report delivery, Net-7
- Tier 3 (Full Web App Penetration Test): 30% on signing, 30% on
testing kickoff, 40% on report delivery, Net-7
- Tier 4 (Monthly Retainer): monthly on the 1st of each month,
3-month minimum commitment
3.3 Late payment: unpaid balances accrue interest at 1.5% per month
compounded monthly, beginning 8 days after the invoice due date.
3.4 Taxes: Fees are exclusive of all taxes. Client is responsible for
all sales, use, value-added, withholding, and similar taxes
applicable to the Services, except for taxes on Consultant's net
income.
4. CONSULTANT REPRESENTATIONS
Consultant represents that:
4.1 Consultant has the skill, experience, and qualifications to perform
the Services in a professional and workmanlike manner consistent with
industry standards for security consulting.
4.2 Consultant will comply with all laws applicable to the performance
of the Services in the jurisdictions where Consultant performs them.
4.3 The Services and Deliverables will not knowingly infringe the
intellectual property rights of any third party.
5. CLIENT REPRESENTATIONS
Client represents that:
5.1 Client owns or has the legal right to authorize security testing of
the systems identified in each SOW and the related Authorization
Letter.
5.2 The individuals signing each SOW and Authorization Letter on
Client's behalf are Authorized Officers with actual authority to
bind Client.
5.3 Client has notified or will notify all relevant internal teams
(including security operations, incident response, and any third-
party security monitoring providers) of the engagement scope and
testing window before testing begins.
6. CONFIDENTIALITY
6.1 "Confidential Information" means any non-public information disclosed
by one Party to the other in connection with this Agreement, whether
in writing, orally, or by inspection, that is marked confidential or
that a reasonable person would understand to be confidential given
the nature of the information and the circumstances of disclosure.
6.2 Each Party will use the other Party's Confidential Information only
for the purpose of performing under this Agreement and the
applicable SOW, and will protect it using at least the degree of
care it uses for its own confidential information of similar
sensitivity and not less than a reasonable degree of care.
6.3 The confidentiality obligations survive for three (3) years after
termination of this Agreement, except for trade secrets, which
remain protected for as long as they qualify as trade secrets under
applicable law.
6.4 Exceptions: Confidential Information does not include information
that (a) is or becomes publicly available without breach of this
Agreement, (b) was rightfully known to the receiving Party prior
to disclosure, (c) is independently developed without use of the
disclosing Party's Confidential Information, or (d) is required to
be disclosed by law or court order, provided the receiving Party
gives prompt notice to the disclosing Party where legally permitted.
7. INTELLECTUAL PROPERTY
7.1 Subject to Section 7.2, on full payment of the applicable fees,
Consultant assigns to Client all right, title, and interest in
the Deliverables created specifically for Client under a SOW.
7.2 Consultant retains all right, title, and interest in:
(a) Consultant's pre-existing methodologies, tools, scripts,
templates, and know-how
(b) general security knowledge, techniques, and skills developed
or improved through performance of the Services
(c) sanitised, anonymised case-study material derived from the
engagement, provided no Client-identifying information is
disclosed
7.3 Consultant grants Client a perpetual, irrevocable, royalty-free,
worldwide license to use any Consultant-retained materials
embedded in the Deliverables solely for Client's internal business
purposes.
7.4 Consultant may produce sanitised public write-ups based on the
engagement, provided no Client name, Client domain, Client
customer data, or specifically identifying technical details are
disclosed. Client may request a 14-day pre-publication review of
any such write-up.
8. AUTHORIZATION TO TEST
8.1 Before Consultant performs any security testing, Client will sign
and deliver to Consultant an Authorization Letter in substantially
the form attached as Exhibit A to the applicable SOW.
8.2 The Authorization Letter must be signed by an Authorized Officer
of Client and must specify the testing window, in-scope systems,
authorized techniques, and Client emergency contact.
8.3 Consultant will not commence testing without a signed Authorization
Letter. Client acknowledges that the Authorization Letter is the
sole legal basis under applicable computer-crime statutes for
Consultant's testing activities and that Client's failure to provide
it suspends all work under the SOW.
9. LIMITATION OF LIABILITY
9.1 EXCEPT FOR THE EXCLUSIONS IN SECTION 9.3, EACH PARTY'S TOTAL
AGGREGATE LIABILITY UNDER THIS AGREEMENT AND ALL SOWS IS LIMITED
TO THE FEES PAID OR PAYABLE BY CLIENT TO CONSULTANT UNDER THE
APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE EVENT
GIVING RISE TO THE CLAIM.
9.2 EXCEPT FOR THE EXCLUSIONS IN SECTION 9.3, NEITHER PARTY IS LIABLE
TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA,
LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9.3 The limitations in Sections 9.1 and 9.2 do not apply to:
(a) breach of the confidentiality obligations in Section 6
(b) infringement of intellectual property rights
(c) indemnification obligations under Section 10
(d) gross negligence or willful misconduct
(e) liability that cannot be excluded under applicable law
10. INDEMNIFICATION
10.1 Consultant will indemnify and defend Client against third-party
claims arising from Consultant's gross negligence or willful
misconduct in performing the Services, up to the liability cap
in Section 9.1.
10.2 Client will indemnify and defend Consultant against third-party
claims arising from:
(a) Client's breach of Section 5 (Client Representations),
including any claim that Client did not have authority to
authorize testing of the systems in scope
(b) Client's use of the Deliverables beyond the scope of the
license in Section 7
(c) Client's failure to act on Critical or High severity
findings within a reasonable time, where the failure
contributes to a security incident
10.3 The indemnified Party will give the indemnifying Party prompt
written notice of any claim, allow the indemnifying Party to
control the defense and settlement (provided no settlement
admits fault by or imposes a non-monetary obligation on the
indemnified Party without consent), and cooperate at the
indemnifying Party's expense.
11. INSURANCE
11.1 Consultant will maintain, throughout the term of this Agreement
and for two (2) years after termination:
(a) Professional Liability / Errors and Omissions insurance with
limits of not less than <<COVERAGE-AMOUNT>> per claim and
<<AGGREGATE>> in the aggregate
(b) Cyber Liability insurance with limits of not less than
<<COVERAGE-AMOUNT>> per claim and <<AGGREGATE>> in the
aggregate
11.2 Consultant will provide a Certificate of Insurance on request.
12. INDEPENDENT CONTRACTOR
Consultant is an independent contractor. Nothing in this Agreement
creates an employer-employee relationship, partnership, joint venture,
or agency. Consultant is responsible for all taxes, insurance, and
benefits relating to Consultant's personnel. Consultant has no
authority to bind Client.
13. TERM AND TERMINATION
13.1 This Agreement starts on the Effective Date and continues until
terminated under this Section 13.
13.2 Either Party may terminate this Agreement for convenience on
thirty (30) days' written notice. Termination of this Agreement
does not terminate active SOWs; those continue under the
Agreement's terms until completed or separately terminated.
13.3 Either Party may terminate this Agreement or any SOW immediately
on written notice for material breach by the other Party that
remains uncured fifteen (15) days after notice of the breach.
13.4 On termination, Client will pay Consultant for Services performed
through the termination date. Sections 6, 7, 9, 10, 11, 14, 15,
17, and 18 survive termination.
14. FORCE MAJEURE
Neither Party is liable for failure or delay caused by events beyond
its reasonable control, including natural disasters, war, terrorism,
civil unrest, pandemic, government action, or major infrastructure
outage. The affected Party will give prompt notice and use reasonable
efforts to resume performance. If a force majeure event continues for
more than thirty (30) days, either Party may terminate the affected
SOW.
15. GOVERNING LAW AND VENUE
15.1 This Agreement is governed by the laws of <<GOVERNING-LAW
JURISDICTION>> without regard to its conflict-of-laws principles.
15.2 Any dispute arising under this Agreement will be brought
exclusively in the courts of <<VENUE>>, and each Party consents
to personal jurisdiction in those courts.
(Note for Sebastian: choose ONE of the three based on legal entity:
- "Germany, with venue in <<City>>" if invoicing as Einzelunternehmen
- "the State of Delaware, USA, with venue in Wilmington, Delaware"
if invoicing through a US Delaware LLC
- "Thailand, with venue in Chiang Mai" if invoicing through a Thai
entity. Note: Thailand venue is less favourable for cross-border
enforcement; consider US or German venue even if entity is Thai.)
16. DISPUTE RESOLUTION
The Parties will attempt in good faith to resolve any dispute by
direct negotiation between executives with authority to settle the
dispute, for a period of thirty (30) days before initiating any
litigation. If the dispute is not resolved within that period, either
Party may proceed to litigation in the venue identified in Section 15
or, by mutual written agreement, to arbitration administered by
<<ARBITRATION-BODY>> under its commercial rules.
17. NOTICES
All notices under this Agreement must be in writing and delivered to
the addresses set out at the top of this Agreement, by email with
confirmed delivery (no auto-reply alone is sufficient confirmation),
by registered mail, or by reputable international courier. Notices
take effect on receipt.
Consultant notices: <<Consultant Email>>
Client notices: <<Client Notices Email>>
18. ENTIRE AGREEMENT; AMENDMENTS
This Agreement, together with all executed SOWs and Authorization
Letters, is the entire agreement between the Parties on its subject
matter and supersedes all prior or contemporaneous agreements.
Amendments must be in writing and signed by both Parties. No waiver
is effective unless in writing.
SIGNATURES
CONSULTANT: CLIENT:
___________________________ ___________________________
Name: <<Consultant Name>> Name: <<Client Signer Name>>
Title: <<Title>> Title: <<Client Signer Title>>
Date: ____________________ Date: ____________________
Template 3: Mutual Non-Disclosure Agreement (NDA)
Use this when a pre-engagement scoping conversation will expose Confidential Information from either side and the MSA is not yet signed. Once the MSA is in place, Section 6 of the MSA covers confidentiality and this standalone NDA is unnecessary.
Click to expand the full NDA template
MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement ("Agreement") is entered into on
<<EFFECTIVE-DATE>> between:
<<Party A Legal Name>>, with its principal place of business at
<<Party A Address>> ("Party A"), and
<<Party B Legal Name>>, with its principal place of business at
<<Party B Address>> ("Party B").
Party A and Party B may each be a "Disclosing Party" with respect to its
own Confidential Information and a "Receiving Party" with respect to
the other Party's Confidential Information.
1. PURPOSE
The Parties wish to explore a potential business relationship related
to security consulting services (the "Purpose"). In connection with the
Purpose, each Party may disclose Confidential Information to the other.
2. CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed
by the Disclosing Party to the Receiving Party in connection with the
Purpose, in any form, that is either marked confidential or that a
reasonable person would understand to be confidential given the nature
of the information and the circumstances of disclosure. Confidential
Information includes, without limitation: business plans, customer
lists, technical architectures, source code, security findings,
vulnerability details, system credentials, financial data, and
personnel information.
3. PERMITTED USE
The Receiving Party will:
a. Use Confidential Information solely for the Purpose.
b. Limit access to Confidential Information to its personnel and
contractors who have a need to know and who are bound by
confidentiality obligations at least as protective as this
Agreement.
c. Protect Confidential Information using at least the degree of
care it uses for its own confidential information of similar
sensitivity, and not less than a reasonable degree of care.
4. EXCEPTIONS
Confidential Information does not include information that the
Receiving Party can demonstrate:
a. Is or becomes publicly available without breach of this Agreement.
b. Was rightfully known to the Receiving Party prior to disclosure.
c. Is rightfully received from a third party without confidentiality
obligation.
d. Is independently developed by the Receiving Party without use of
or reference to the Disclosing Party's Confidential Information.
If the Receiving Party is required by law or court order to disclose
Confidential Information, it will give the Disclosing Party prompt
written notice (where legally permitted) and reasonable cooperation to
seek a protective order.
5. TERM
This Agreement starts on the Effective Date and continues for two (2)
years, after which it terminates automatically. The confidentiality
obligations in Section 3 survive for three (3) years after the date of
disclosure of the relevant Confidential Information, or indefinitely
for information that qualifies as a trade secret under applicable law.
6. RETURN OR DESTRUCTION
On the Disclosing Party's written request or on termination of this
Agreement, the Receiving Party will, at the Disclosing Party's choice,
return or destroy all Confidential Information in its possession and
certify destruction in writing. The Receiving Party may retain one
copy for legal-compliance and back-up purposes, subject to continuing
confidentiality.
7. NO LICENSE
Nothing in this Agreement grants either Party any license to the other
Party's intellectual property, except the limited right to use
Confidential Information for the Purpose.
8. REMEDIES
The Parties acknowledge that breach of this Agreement may cause
irreparable harm for which monetary damages are inadequate. The
non-breaching Party is entitled to seek injunctive relief in addition
to any other available remedies.
9. GOVERNING LAW
This Agreement is governed by the laws of <<GOVERNING-LAW
JURISDICTION>>, and any dispute will be brought exclusively in the
courts of <<VENUE>>.
10. ENTIRE AGREEMENT
This Agreement is the entire agreement between the Parties on its
subject matter. Amendments must be in writing and signed by both
Parties.
SIGNATURES
PARTY A: PARTY B:
___________________________ ___________________________
Name: <<Party A Signer>> Name: <<Party B Signer>>
Title: <<Title>> Title: <<Title>>
Date: ____________________ Date: ____________________
Template 4: Authorization Letter (the legal cover for testing)
This is the single most important contract document in the pack. The SOW is a commercial agreement; the Authorization Letter is the legal basis under computer-crime statutes for testing activity.
Click to expand the full Authorization Letter template (expanded by default)
AUTHORIZATION LETTER FOR SECURITY TESTING
Date: <<DATE>>
To: <<Consultant Legal Name>>
<<Consultant Address>>
Re: Authorization to perform security testing under SOW No. <<SOW-NUMBER>>
I, <<Authorized Officer Name>>, holding the title of <<Title (must be
Vice President or higher, or equivalent C-suite role)>> at <<Client
Legal Name>> ("Client"), and authorized to bind Client, hereby grant
explicit written authorization to <<Consultant Legal Name>>
("Consultant") to perform security testing of the systems identified
below, on the terms set out in this letter.
This letter is issued under, and supplements, the Statement of Work
referenced above and the Master Services Agreement between Client and
Consultant dated <<MSA-DATE>>.
1. AUTHORIZED TESTING WINDOW
Start: <<TESTING-START-DATE>> at <<START-TIME>> <<TIMEZONE>>
End: <<TESTING-END-DATE>> at <<END-TIME>> <<TIMEZONE>>
Consultant is authorized to perform testing only within this window.
Testing outside this window requires a written extension signed by
an Authorized Officer of Client.
2. IN-SCOPE SYSTEMS
The following systems, URLs, and endpoints are in scope for testing:
a. <<Primary URL or endpoint, e.g. https://app.client.com/ai-chat>>
b. <<Secondary URL or endpoint, if any>>
c. <<AI feature endpoints, API paths, or sub-domains in scope>>
No other systems, URLs, endpoints, sub-domains, or services owned or
operated by Client are authorized for testing under this letter.
3. AUTHORIZED TESTING TECHNIQUES
Consultant is authorized to use the following techniques:
a. Manual security testing using web browsers, intercepting proxies
(Burp Suite), and custom payloads.
b. Tool-assisted security testing using publicly available,
non-destructive scanning and probing tools (including Garak,
PyRIT, Promptfoo, and similar AI-security tooling).
c. Authentication and rate-limit probing within reasonable bounds
(no sustained brute-force, no traffic volume designed to cause
service degradation).
d. Prompt-injection and output-handling probing against the in-scope
AI feature.
4. PROHIBITED ACTIONS
Notwithstanding Section 3, Consultant will NOT:
a. Perform Denial-of-Service or load testing designed to disrupt
service availability.
b. Exfiltrate production customer data beyond what is minimally
necessary to demonstrate a finding (and even then, will redact
or anonymise any extracted data in the Report).
c. Perform social engineering, phishing, or pretexting against
Client personnel or customers.
d. Test physical security or attempt physical access to Client
premises.
e. Modify, delete, or corrupt Client production data.
f. Use credentials of real Client customers for testing.
g. Test third-party systems not owned or controlled by Client.
5. CLIENT EMERGENCY CONTACT
If Consultant's testing causes or is suspected of causing service
degradation, an outage, or any other incident requiring immediate
response, Consultant will contact:
Name: <<Emergency Contact Name>>
Title: <<Emergency Contact Title>>
Phone: <<24-hour Phone Number>>
Email: <<Emergency Contact Email>>
Client confirms this contact is available 24/7 throughout the
Authorized Testing Window.
6. CLIENT INDEMNIFICATION FOR IN-SCOPE TESTING
Client agrees to indemnify and hold Consultant harmless from any
third-party claim arising from Consultant's testing performed within
the scope authorized by this letter, except for claims arising from
Consultant's gross negligence or willful misconduct.
7. CLIENT REPRESENTATIONS
Client represents and warrants that:
a. The undersigned is an Authorized Officer of Client with actual
authority to bind Client to this letter.
b. Client owns or has the legal right to authorize security testing
of the systems identified in Section 2.
c. Client has notified, or will notify before the Authorized Testing
Window begins, all relevant internal teams (including security
operations, incident response, and any third-party security
monitoring providers) of the engagement scope and testing window.
d. Client has obtained any third-party consents required (for
example, from cloud providers whose acceptable-use policies
require prior notice of penetration testing).
8. CRITICAL LEGAL ACKNOWLEDGMENT
Client acknowledges that this Authorization Letter is the legal basis
under applicable computer-crime statutes (including the US Computer
Fraud and Abuse Act, the UK Computer Misuse Act 1990, the German
Strafgesetzbuch sections 202a and 202c, and equivalent statutes in
other jurisdictions) for Consultant's testing activities. Without
this letter, the testing activities would constitute unauthorized
access. Client warrants that the authorization granted here is
genuine, current, and not revocable retroactively.
SIGNED FOR CLIENT BY AN AUTHORIZED OFFICER:
___________________________
Name: <<Authorized Officer Name>>
Title: <<Title (VP or higher)>>
Date: ____________________
ACKNOWLEDGED BY CONSULTANT:
___________________________
Name: <<Consultant Name>>
Title: <<Title>>
Date: ____________________
Template 5: Payment terms reference
Drop-in clauses and ops rules for invoicing across the offer stack.
Currency
- USD is the default for all US clients, all Asia-Pacific clients, and any client where currency is not specified.
- EUR for German-speaking (DACH) clients on request. Always invoice in the client's preferred currency; never force conversion.
- Never invoice in THB to a non-Thai client.
- Never accept crypto as the primary payment method. If a client offers it, require the equivalent fiat invoice to be paid first; treat the crypto as a discretionary tip.
Payment methods
- Stripe Invoicing: preferred for invoices under USD 5,000 / EUR 5,000. Consultant absorbs the Stripe fee (USD 0.30 + 2.9% domestic, slightly higher for cross-border and FX). Set up auto-reminders at day 3 and day 7 past due.
- Wire transfer (international) or SEPA (EU): preferred for invoices over USD 5,000. Consultant requires payment of any incoming wire fees by Client.
- Wise Business: good for cross-border invoicing at near-mid-market FX rates. Use when both Stripe and wire are inconvenient for the Client's market.
- PayPal: acceptable as a last-resort fallback for small invoices (under USD 1,500). Avoid for larger amounts due to chargeback exposure.
Invoice timing
- Issue the first invoice (deposit) within 1 business day of SOW signature. Engagement does not start until the deposit clears.
- Issue the final invoice within 1 business day of Report delivery.
- For retainer engagements (Tier 4), issue the monthly invoice on the 1st of each month for that month's service.
Late fees
- 1.5% per month compounded monthly, starting on day 8 past the invoice due date.
- Suspend work on any active engagement (including concurrent SOWs under the same MSA) until past-due amounts are paid in full.
- For repeat-offender clients (any client late on two or more invoices in a 12-month period), require 100% pre-payment on the next engagement.
Tax handling
- German clients with valid EU VAT ID: invoice net (no VAT) under the reverse-charge mechanism. State on the invoice: "Reverse charge, VAT to be accounted for by the recipient (Reverse-Charge-Verfahren, Artikel 196 MwStSystRL)."
- German clients without valid EU VAT ID, or German private individuals: charge German VAT (19%) if invoicing as Einzelunternehmen above the Kleinunternehmer threshold (currently EUR 22,000/year revenue). Below the threshold, elect Kleinunternehmerregelung and invoice without VAT; state: "Gemaess Paragraph 19 UStG wird keine Umsatzsteuer berechnet."
- EU clients outside Germany with valid VAT ID: reverse charge, same wording as above.
- EU clients without VAT ID: charge VAT at your local rate (19% if Germany).
- US clients: invoice net (no VAT). Flag any US client paying more than USD 600/year as 1099-reportable; collect a W-8BEN-E form from your invoicing entity to give to the US client for their tax records.
- Thai clients: if invoicing through a Thai entity, Thai VAT (7%) applies. If invoicing through a non-Thai entity, the Thai client typically reverse-charges; consult a Thai tax advisor before the first Thai client.
- Withholding tax: some jurisdictions (notably Germany on freelancer payments to non-EU consultants, and several Latin American countries) require the Client to withhold tax at source. The Client should provide a withholding certificate; use it as a credit against your home-jurisdiction tax bill.
Quotes and proposals
- All quotes are valid for 30 days from issue. Restate the expiry date on every proposal.
- Hold price during the 30-day window even if the next tier of the pricing ladder triggers in the meantime.
- After expiry, re-issue at the current price; do not honour the lapsed quote.
Template 6: Cyber liability insurance disclosure (boilerplate)
The exact paragraph you add to every SOW (Section 12) and to the website footer or services page.
Standard insurance disclosure paragraph
Consultant maintains the following insurance coverage in force as of
the Effective Date:
- Professional Liability / Errors and Omissions:
<<COVERAGE-AMOUNT, e.g. USD 1,000,000>> aggregate /
<<PER-OCCURRENCE, e.g. USD 500,000>> per occurrence
- Cyber Liability:
<<COVERAGE-AMOUNT, e.g. USD 1,000,000>> aggregate /
<<PER-OCCURRENCE, e.g. USD 500,000>> per occurrence
Carrier: <<CARRIER-NAME, e.g. Hiscox Insurance Company Inc.>>
Policy Number: <<POLICY-NUMBER>>
Policy Period: <<EFFECTIVE-DATE>> through <<EXPIRY-DATE>>
A current Certificate of Insurance (COI) is available on request and
will be provided to Client within two (2) business days of a written
request. Consultant will maintain coverage at or above these limits
for the duration of the engagement and for two (2) years after
termination.
Short website-footer version
Tagwercher Web Application Security is insured for Professional
Liability and Cyber Liability at <<COVERAGE-AMOUNT>> per claim. COI
available on request.
What you MUST do before first signed engagement
- Cyber liability insurance BOUND (not just quoted). Policy effective-date is earlier than any SOW signature date. COI PDF stored locally and in 1Password.
- Legal entity decided and registered (German Einzelunternehmen, US Delaware LLC via Stripe Atlas, or Thai entity). Tax ID / VAT number active.
- One-time legal review of MSA, SOW, and Authorization Letter templates completed by a lawyer in the chosen governing-law jurisdiction.
- Stripe account live, payout method confirmed, test invoice for USD 1 issued and paid successfully to verify the full pipeline.
- All four templates (MSA, SOW, NDA, Authorization Letter) saved as both editable source (Markdown or DOCX) and final-delivery format (PDF). Find-replace fields tested with a dummy client to confirm no orphan placeholders survive the rendering step.
- DocuSign, HelloSign, PandaDoc, or equivalent e-signature tool configured with the four templates uploaded.
- Email signature includes the legal entity name and registered address (German Impressum requirement applies even to solo Einzelunternehmen).
- Domain decision (tagwercher.io vs tagwercher.com) resolved, with the canonical domain redirecting the non-canonical one. Website Impressum / Legal Notice page live if invoicing from Germany.
- Backup of all signed contracts and Authorization Letters configured to an encrypted off-site location (1Password attached files, Proton Drive, or equivalent). Minimum 7-year retention.
Templates you should ALSO have (out of scope for this pack)
This pack covers the minimum viable contracts kit for the Tier 1 AI/LLM Security Review wedge. Several other templates become relevant as the offer stack grows.
- Subcontractor Agreement. Needed if you ever hire a junior tester, a translator for German-language reports, or a peer consultant for overflow capacity.
- Data Processing Agreement (DPA). Required under GDPR Article 28 whenever you process personal data on behalf of an EU client. Especially relevant for DACH-market clients.
- Auftragsverarbeitungsvertrag (AVV). The German-language equivalent of a DPA, often required verbatim in German by German enterprise clients.
- W-9 (US clients). US clients above USD 600/year payment threshold will request a W-9 if your invoicing entity is US-based. If invoicing from a non-US entity, the W-8BEN-E form replaces the W-9.
- W-8BEN-E (foreign entity invoicing US clients). Required by US clients to certify that your invoicing entity is a foreign entity not subject to US withholding tax. Filed once per client, valid for 3 years.
- BSI Cloud Computing Compliance Catalogue (C5) disclosure. Specific to German enterprise and government clients who require security vendors to disclose alignment with the BSI C5 framework.
- DSGVO / GDPR data-handling addendum. Disclosure of what personal data you process during testing, where it is stored, retention period, and the lawful basis. Often combined with the DPA above.
- Incident response retainer letter. If a Tier 4 retainer client signs up, an addendum specifying response time, on-call coverage, and incident handling scope. Separate from the standard retainer SOW because incident response triggers higher liability exposure.