skill: contracts

should_trigger:
  - prompt: "Draft a mutual NDA between us and a freelance designer."
    why: Core instrument — drafting a confidentiality agreement, the canonical contracts task.
  - prompt: "Review this MSA the vendor sent and tell me what to push back on."
    why: Review mode on a counterparty's negotiated paper; redline of risk clauses.
  - prompt: "Make this indemnification clause mutual and cap it."
    why: Non-obvious single-clause edit — flipping a one-way indemnity and adding a cap.
  - prompt: "Write an SOW under our existing MSA for the Q3 build."
    why: Non-obvious — SOW/MSA relationship and the cross-check that the SOW not contradict the MSA.
  - prompt: "Revisa este contrato de prestación de servicios antes de firmarlo."
    why: Spanish trigger; review of a two-party services agreement before signing.
  - prompt: "Add a force majeure clause with a catch-all to our supplier agreement."
    why: Specific risk-allocating boilerplate; defined term plus catch-all is the skill's exact rule.

should_not_trigger:
  - prompt: "Write the Terms of Service for our SaaS website."
    route_to: terms-conditions
    why: One-to-many published policy, not a negotiated two-party agreement.
  - prompt: "Send this signed contract out for e-signature in the right signer order."
    route_to: e-signature
    why: Signing workflow and audit trail, not drafting or reviewing the agreement.
  - prompt: "Draft our privacy policy and how we handle user personal data."
    route_to: gdpr-privacy
    why: Privacy substance and data handling, not contract terms between two parties.
  - prompt: "Write a sales proposal to win the consulting deal."
    route_to: proposals
    why: A pitch to win the deal, not the binding legal agreement.
  - prompt: "Create the invoice and payment terms for this client."
    route_to: invoicing
    why: A billing artifact, not a negotiated contract.

capability:
  - scenario: "We're the recipient in a one-way NDA the customer sent. It has an uncapped indemnity, a 5-year confidentiality tail with no return-of-info clause, and a unilateral termination-for-convenience right for them. Redline it in our favor and explain each change."
    must_include:
      - Identifies the operator's side (recipient) and flips defaults to favor the recipient
      - Flags the uncapped indemnity and proposes a cap plus narrowed scope (breach/negligence/third-party IP)
      - Addresses the confidentiality tail by adding a return-or-destroy-on-termination obligation
      - Flags the one-sided termination-for-convenience right and proposes mutuality or deletion
      - Rewrites in plain language with no archaic legalese (no heretofore/witnesseth/party of the first part)
      - Emits the licensed-attorney-review boundary before signing

# Evals: contracts

These cases are routing and coverage checks, not an automated pass/fail suite. Read `cases.yaml` against `SKILL.md`. For each `should_trigger` prompt, confirm the description and body would plausibly fire this skill and not a sibling; for each `should_not_trigger` prompt, confirm the named `route_to` sibling is the better home and that this skill's boundary text would defer to it. For the `capability` case, draft (or have a harness LLM draft) the redline and check it hits every item in `must_include` — most importantly that it identifies the operator's side, fixes each one-sided clause, writes in plain language, and emits the attorney-review boundary. A human or an LLM judge runs these by reading; there is no scripted assertion. The separate `scripts/verify.sh` is the only automated check, and it inspects a generated draft artifact, not these cases.

# Clause library

Copy-ready, plain-language clause templates. Fill the `[BRACKETED]` parts. Each opens with one line on **what it allocates**. These are starting drafts, not legal advice — have a licensed attorney review before signing.

## Mutual NDA core

*Allocates: who may use shared confidential information, and for how long.*

```text
"Confidential Information" means non-public information a party discloses that
is marked confidential or that a reasonable person would treat as confidential.
It does not include information that is public, already known to the recipient,
or independently developed without using the disclosure.

Each party shall use the other's Confidential Information only to [PURPOSE],
shall not disclose it to third parties except to employees and contractors who
need it and are bound by similar duties, and shall protect it with at least
reasonable care. These duties last [3] years from disclosure. On termination or
on request, each party shall return or destroy the other's Confidential
Information and confirm in writing.
```

## Limitation of liability (with carve-outs)

*Allocates: the maximum each party can lose when the deal goes wrong.*

```text
Except for the Carve-Outs below, each party's total liability under this
agreement is capped at the fees paid or payable by [CUSTOMER] in the 12 months
before the event giving rise to the claim. Neither party is liable for indirect,
incidental, or consequential damages.

Carve-Outs (not subject to the cap): a party's confidentiality breaches and its
indemnification obligations. Nothing in this agreement limits liability for
fraud, willful misconduct, or bodily harm/death.
```

Note: do not attempt to cap fraud, willful misconduct, or bodily harm — those exclusions are generally unenforceable.

## Mutual indemnity (narrow + capped)

*Allocates: who defends and pays when a third party sues.*

```text
Each party (the "Indemnifying Party") shall defend the other against third-party
claims to the extent caused by the Indemnifying Party's breach of this agreement,
its negligence or willful misconduct, or its infringement of a third party's
intellectual-property rights, and shall pay damages and reasonable costs finally
awarded. The indemnified party shall give prompt notice and reasonable
cooperation, and the Indemnifying Party controls the defense and settlement
(no settlement admitting fault without consent). This obligation survives [3]
years after termination.
```

## Force majeure (defined term + catch-all)

*Allocates: who bears the loss when neither party is at fault.*

```text
"Force Majeure Event" means an event beyond a party's reasonable control,
including acts of God, flood, fire, war, terrorism, epidemic, government action,
labor disruption, failure of utilities or carriers, cyberattack, and any other
similar event beyond the party's reasonable control.

A party affected by a Force Majeure Event is excused from performance (except
payment obligations already due) for as long as the event continues, provided it
gives prompt written notice and uses reasonable efforts to mitigate. If the event
continues for more than [30] days, either party may terminate on written notice.
```

(Anchored to the ICC model force majeure clause, last updated March 2020.)

## Termination — for cause and for convenience

*Allocates: who can end the contract, on what notice, and with what cure period.*

```text
For cause: Either party may terminate if the other materially breaches and fails
to cure within [30] days after written notice describing the breach.

For convenience: Either party may terminate for any reason on [30] days' written
notice. On termination, [CUSTOMER] shall pay for work performed through the
termination date.
```

Keep convenience rights mutual. A one-way convenience right is a red flag.

## IP — assignment vs license

*Allocates: who owns what gets created, and what each side keeps.*

```text
Assignment (buyer owns deliverables): Contractor assigns to [CUSTOMER] all
intellectual-property rights in the deliverables created under this agreement,
effective on full payment.

Background IP (contractor keeps its own): Contractor retains its pre-existing and
independently developed materials ("Background IP") and grants [CUSTOMER] a
non-exclusive, perpetual license to use Background IP embedded in the
deliverables as needed to use them.
```

Use a *license* instead of assignment when the creator must keep ownership (e.g. reusable tooling) — say so explicitly.

## Governing law and venue

*Allocates: whose law applies and where disputes are heard.*

```text
This agreement is governed by the laws of [STATE/COUNTRY], without regard to its
conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the
courts located in [VENUE] for any dispute arising under it.
```

## Entire agreement + amendment (boilerplate)

*Allocates: which documents count, and how the contract can change.*

```text
This agreement (with its exhibits and any SOWs) is the entire agreement between
the parties on its subject and supersedes prior discussions. It may be amended
only by a written document signed by both parties. If an SOW conflicts with this
agreement, this agreement controls unless the SOW expressly says otherwise and is
signed by both parties.
```

---

Reminder: these templates are drafting starting points. Have a licensed attorney review any contract before signing, especially clauses that allocate liability or cross a jurisdiction you cannot verify.

# Review playbook

How to redline a counterparty's draft in the operator's favor. Read the clause they wrote, decide demand / concede / flag, propose plain-language replacement text. Always close with the attorney-review reminder.

## Pass order

Parties → scope → price/payment → risk clauses → boilerplate. The money is in the risk clauses; do not let boilerplate fatigue make you skim past them.

## Demand / concede / flag per clause

| Clause | Demand (non-negotiable) | Can concede | Flag if you see |
|---|---|---|---|
| Limitation of liability | A mutual cap with confidentiality + indemnity carve-outs | The exact multiple of fees | No cap at all; a cap that also limits *their* confidentiality breach |
| Indemnity | Narrow scope (breach/negligence/third-party IP); cap; survival 3–5 yr | Survival length within 3–5 yr | "any and all claims"; one-way indemnity running only from you |
| Force majeure | Defined term + catch-all + notice + mitigation | The persistence period before termination | Exhaustive list with no catch-all; excuses *their* payment obligations |
| Termination | Mutual for-cause with cure period | The notice window | One-way termination-for-convenience; no cure period |
| IP / ownership | Your background IP stays yours; deliverables assigned on payment | License vs assignment for edge assets | A grab of pre-existing/background IP; assignment before payment |
| Confidentiality | Defined info, set term, return-or-destroy | Term length | Perpetual confidentiality with no return-of-info clause |
| Auto-renewal | Short, mutual opt-out notice | Renewal term length | Auto-renew with a long (e.g. 90-day) opt-out window |
| Governing law/venue | One explicit, workable jurisdiction | Which of two reasonable venues | Unstated venue; a venue you can't realistically litigate in |

## Tells of a one-sided draft

- An uncapped indemnity (or a cap that conveniently excludes only *their* breaches).
- "Mutual" obligations that, read closely, only bind one party.
- A liability cap with no confidentiality/indemnity carve-out — good for the drafter, bad for you.
- A termination-for-convenience right held by only one side.
- Auto-renewal with a long opt-out notice window.
- IP language that sweeps in your pre-existing/background IP.

## MSA ↔ SOW reconciliation

1. List every term the SOW sets that the MSA also covers (price, liability, IP, payment).
2. For each overlap, check the SOW does not contradict the MSA.
3. If it does, decide which controls and state it in writing (default: the MSA controls unless the SOW expressly overrides and is signed by both).
4. Resolve all conflicts *before* either document is signed — not after a dispute.

## Jurisdiction caveats for the signing handoff

The signature mechanics belong to `../e-signature/SKILL.md`, but flag the right tier when you hand off:

- **US** — single, technology-neutral tier (ESIGN + UETA). Enforceability needs intent to sign, consent to do business electronically, a verifiable signer↔signature association, and retained reproducible records. Some documents are excluded (wills, certain family-law and notarial documents).
- **EU (eIDAS)** — three tiers: Simple, Advanced, Qualified. A Qualified Electronic Signature (QES) carries the legal effect of a handwritten signature across all member states and needs a qualified certificate from a Qualified Trust Service Provider. eIDAS 2.0 adds the European Digital Identity Wallet.

If a contract spans both regions or its enforceability depends on which signature tier is used, that is exactly the kind of cross-jurisdiction question a licensed attorney should confirm.

---

Reminder: a redline is a negotiating position, not legal advice. Have a licensed attorney review the final draft before signing.

#!/usr/bin/env bash
# verify.sh — plain-language + risk-carve-out discipline check for a contracts draft.
# Read-only. Takes a generated contract/clause file as $1.
# No argument => prints usage and exits 0 (never blocks when not given a draft).
# Exits non-zero only when a real artifact violates a rule.
set -euo pipefail

artifact="${1:-}"

if [ -z "$artifact" ]; then
  echo "usage: verify.sh <contract-draft-file>"
  echo "Checks a drafted contract/clause for archaic legalese, a liability cap"
  echo "missing its carve-outs, and a missing attorney-review line."
  echo "No file given — nothing to check."
  exit 0
fi

if [ ! -f "$artifact" ]; then
  echo "verify.sh: not a file: $artifact" >&2
  exit 2
fi

fail=0

# 1) Archaic legalese banlist (case-insensitive). Plain-language rule.
legalese='heretofore|hereinafter|witnesseth|party of the first part|aforesaid'
if grep -niE "$legalese" "$artifact" >/dev/null; then
  echo "FAIL: archaic legalese — rewrite in plain language:"
  grep -niE "$legalese" "$artifact" | sed 's/^/  /'
  fail=1
fi

# 2) Liability cap present but no carve-out for confidentiality/indemnity/fraud.
if grep -niE 'limit.*liabilit|aggregate liabilit|liability.*cap|capped at' "$artifact" >/dev/null; then
  if ! grep -niE 'except|carve|carve-out|fraud|willful|confidential|indemnif' "$artifact" >/dev/null; then
    echo "FAIL: a liability cap exists but no carve-out (confidentiality/indemnity) or fraud exclusion was found."
    fail=1
  fi
fi

# 3) Full-contract draft with no attorney-review line. Heuristic on length.
lines=$(wc -l < "$artifact" | tr -d ' ')
if [ "$lines" -ge 30 ]; then
  if ! grep -niE 'attorney|legal counsel|qualified lawyer|licensed lawyer' "$artifact" >/dev/null; then
    echo "FAIL: full-contract draft has no attorney-review line (add 'Have a licensed attorney review this before signing')."
    fail=1
  fi
fi

if [ "$fail" -eq 0 ]; then
  echo "OK: $artifact passed plain-language and risk-carve-out checks."
fi
exit "$fail"