@open-agreements/open-agreements 0.2.0

package/content/templates/common-paper-term-sheet/metadata.yaml

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+name: Common Paper Term Sheet
+description: >-
+  A term sheet template for outlining key business terms, based on Common Paper's standard form. A simple
+  topic-and-details format for early-stage deal discussions.
+source_url: https://commonpaper.com/standards/term-sheet
+version: '1.0'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Based on the Common Paper Term Sheet, available at https://commonpaper.com. Licensed under CC BY 4.0. Copyright Common
+  Paper, Inc.
+fields:
+  - name: company_name
+    type: string
+    description: Official name of the company
+    section: Parties
+  - name: topic
+    type: string
+    description: Topic or subject area of the term
+    section: Terms
+  - name: topic_details
+    type: string
+    description: Details about the topic
+    section: Terms
+required_fields:
+  - company_name
+  - topic
+  - topic_details

package/content/templates/openagreements-employee-ip-inventions-assignment/README.md

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+# OpenAgreements Employee IP and Inventions Assignment
+
+Employee proprietary information and inventions assignment agreement designed for
+transparent startup hiring and onboarding workflows.
+
+## Source
+
+- **URL**: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employee-ip-inventions-assignment
+- **Version**: 1.0
+- **License**: CC BY 4.0
+
+## Fields
+
+| Field | Type | Required | Description |
+|-------|------|----------|-------------|
+| `company_name` | string | yes | Legal name of employer |
+| `employee_name` | string | yes | Full legal name of employee |
+| `effective_date` | date | yes | Effective date of this agreement |
+| `prior_inventions_disclosure` | string | no | List of prior inventions excluded from assignment, or `None listed` |
+| `excluded_inventions_statement` | string | no | Carveout statement for independently developed inventions |
+| `confidential_information_definition` | string | yes | Definition summary for confidential information obligations |
+| `return_of_materials_timing` | string | yes | Timing for return or deletion of company materials |
+| `post_termination_assistance` | string | no | Cooperation obligations after termination |
+| `governing_law` | string | yes | Governing law state |
+| `venue` | string | yes | Venue for disputes |
+
+## Attribution
+
+Authored by OpenAgreements contributors. Baseline structure inspired by
+permissive public references including the Balanced Employee IP Agreement (CC0)
+and Papertrail legal-docs (CC0). Licensed under CC BY 4.0.

package/content/templates/openagreements-employee-ip-inventions-assignment/metadata.yaml

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+name: OpenAgreements Employee IP and Inventions Assignment
+description: >-
+  Employee proprietary information and inventions assignment agreement with
+  explicit prior-inventions and personal-project carveout language placeholders.
+source_url: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employee-ip-inventions-assignment
+version: '1.1'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Authored by OpenAgreements contributors. Baseline structure inspired by
+  permissive public references including the Balanced Employee IP Agreement
+  (CC0) and Papertrail legal-docs (CC0). Licensed under CC BY 4.0.
+fields:
+  - name: company_name
+    type: string
+    description: Legal name of employer
+    section: Parties
+  - name: employee_name
+    type: string
+    description: Full legal name of employee
+    section: Parties
+  - name: effective_date
+    type: date
+    description: Effective date of this agreement
+    section: Timing
+  - name: prior_inventions_disclosure
+    type: string
+    description: List of prior inventions excluded from assignment, or None
+    default: None listed
+    section: Inventions
+  - name: excluded_inventions_statement
+    type: string
+    description: Carveout statement for independently developed inventions
+    default: >-
+      Inventions developed entirely on personal time without use of company
+      equipment, supplies, facilities, confidential information, or trade
+      secrets are excluded to the extent permitted by applicable law.
+    section: Inventions
+  - name: confidential_information_definition
+    type: string
+    description: Definition summary for confidential information obligations
+    section: Confidentiality
+  - name: return_of_materials_timing
+    type: string
+    description: Timing for return or deletion of company materials
+    section: Confidentiality
+  - name: post_termination_assistance
+    type: string
+    description: Cooperation obligations after termination
+    default: reasonable assistance with filings and signatures related to assigned inventions
+    section: Inventions
+  - name: governing_law
+    type: string
+    description: Governing law state
+    default: California
+    section: Legal
+  - name: venue
+    type: string
+    description: Venue for disputes
+    default: state and federal courts in the governing law state
+    section: Legal
+  - name: cloud_drive_id
+    type: string
+    description: Optional document-system URI or file ID for execution copy traceability
+    section: Document Management
+  - name: cloud_drive_id_footer
+    type: string
+    description: Internal computed footer text for document-system traceability
+    default: ''
+    section: Document Management
+required_fields: []

package/content/templates/openagreements-employee-ip-inventions-assignment/template.md

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+# Employee IP and Inventions Assignment Agreement
+
+OpenAgreements Employee IP and Inventions Assignment (v1.1). Free to use under CC BY 4.0.
+
+## Cover Terms
+
+The key business terms of this assignment agreement are as follows.
+
+| Term | Value |
+|------|-------|
+| **Company** | {company_name} |
+| **Employee** | {employee_name} |
+| **Effective Date** | {effective_date} |
+| **Prior Inventions Disclosure** | {prior_inventions_disclosure} |
+| **Excluded Inventions Statement** | {excluded_inventions_statement} |
+| **Confidential Information Definition** | {confidential_information_definition} |
+| **Return of Materials Timing** | {return_of_materials_timing} |
+| **Post-Termination Assistance** | {post_termination_assistance} |
+| **Governing Law** | {governing_law} |
+| **Venue** | {venue} |
+
+## Standard Terms
+
+### 1. Assignment of Inventions
+
+Employee assigns and agrees to assign to Company all right, title, and interest in inventions, software, works of authorship, discoveries, designs, data models, and related intellectual property created during employment that arise from Company work, use Company resources, or relate to Company actual or anticipated business, to the extent permitted by law.
+
+### 2. Work Made for Hire and Further Assurances
+
+To the extent legally permitted, copyrightable works prepared within the scope of employment are works made for hire for Company. If any rights do not automatically vest in Company, Employee assigns those rights and will sign additional documents reasonably requested to confirm ownership and record assignments.
+
+### 3. Disclosure and Documentation
+
+Employee will promptly disclose covered inventions and maintain reasonably complete records needed to document conception, authorship, development, and transfer of rights for Company business, consistent with lawful policy and confidentiality obligations.
+
+### 4. Prior and Excluded Inventions
+
+Inventions identified in Cover Terms as prior or excluded remain carved out only to the extent permitted by applicable law. Employee represents that the prior inventions disclosure in Cover Terms is complete to Employee knowledge as of the Effective Date.
+
+### 5. Confidential Information and Trade Secrets
+
+Employee will use and protect confidential information solely for authorized Company purposes, will not misuse or disclose confidential information except as permitted by Company policy or law, and will follow the confidential information definition set out in Cover Terms.
+
+### 6. No Conflicting Obligations
+
+Employee represents that performing duties for Company does not knowingly conflict with binding obligations to another person or entity. Employee will not bring third-party confidential information into Company systems or use it in Company work without written authorization.
+
+### 7. Records, Cooperation, and Post-Termination Assistance
+
+Employee will provide the post-termination assistance listed in Cover Terms, including reasonable cooperation with filings, declarations, and assignments needed to confirm or protect Company rights in covered inventions, subject to reimbursement of reasonable out-of-pocket expenses when required by policy.
+
+### 8. Return and Deletion of Materials
+
+Employee will return, and where permitted delete, Company materials within the timing listed in Cover Terms, including devices, documents, credentials, and confidential files, except for records Employee is required to retain by law.
+
+### 9. Survival and Limited Scope
+
+Sections addressing assignment, confidentiality, return of materials, and assistance survive termination to the extent needed to enforce rights that arose during employment. This agreement does not transfer ownership of inventions that applicable law requires to remain with Employee.
+
+### 10. Governing Law and Venue
+
+This agreement is governed by the law listed in Cover Terms, and disputes will be resolved in the venue listed in Cover Terms, subject to non-waivable rights under applicable law.
+
+## Signatures
+
+By signing this agreement, each party acknowledges and agrees to the assignment and confidentiality obligations above.
+
+**Company**
+
+Signature: _______________
+Print Name: {company_name}
+Title: _______________
+Date: _______________
+
+**Employee**
+
+Signature: _______________
+Print Name: {employee_name}
+Title: _______________
+Date: _______________

package/content/templates/openagreements-employment-confidentiality-acknowledgement/README.md

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+# OpenAgreements Employment Confidentiality Acknowledgement
+
+Companion acknowledgement form for onboarding packets to capture confidentiality
+and approved-use obligations in plain language.
+
+## Source
+
+- **URL**: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employment-confidentiality-acknowledgement
+- **Version**: 1.0
+- **License**: CC BY 4.0
+
+## Fields
+
+| Field | Type | Required | Description |
+|-------|------|----------|-------------|
+| `company_name` | string | yes | Legal name of the company |
+| `employee_name` | string | yes | Full legal name of employee |
+| `policy_effective_date` | date | yes | Effective date for this acknowledgement |
+| `approved_tools_scope` | string | yes | Approved tools/systems scope for company data |
+| `data_access_scope` | string | yes | Permitted access scope and business purpose |
+| `security_reporting_contact` | string | yes | Contact for reporting incidents or accidental disclosure |
+| `post_employment_obligations` | string | no | Obligations after employment ends |
+| `acknowledgement_date` | date | yes | Date of employee acknowledgement |
+| `signatory_name` | string | yes | Printed name used in signature block |
+
+## Attribution
+
+Authored by OpenAgreements contributors using permissive public reference
+patterns from Papertrail legal-docs (CC0) and open policy frameworks.
+Licensed under CC BY 4.0.

package/content/templates/openagreements-employment-confidentiality-acknowledgement/metadata.yaml

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+name: OpenAgreements Employment Confidentiality Acknowledgement
+description: >-
+  Employee confidentiality and acceptable-use acknowledgement companion for
+  onboarding packets, including reporting and post-employment handling.
+source_url: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employment-confidentiality-acknowledgement
+version: '1.1'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Authored by OpenAgreements contributors using permissive public reference
+  patterns from Papertrail legal-docs (CC0) and open policy frameworks.
+  Licensed under CC BY 4.0.
+fields:
+  - name: company_name
+    type: string
+    description: Legal name of the company
+    section: Parties
+  - name: employee_name
+    type: string
+    description: Full legal name of employee
+    section: Parties
+  - name: policy_effective_date
+    type: date
+    description: Effective date for this acknowledgement
+    section: Timing
+  - name: approved_tools_scope
+    type: string
+    description: Approved tools/systems scope for company data
+    section: Data Handling
+  - name: data_access_scope
+    type: string
+    description: Permitted access scope and business purpose
+    section: Data Handling
+  - name: security_reporting_contact
+    type: string
+    description: Contact for reporting incidents or accidental disclosure
+    section: Reporting
+  - name: post_employment_obligations
+    type: string
+    description: Obligations after employment ends
+    default: no retention, sharing, or use of company confidential information after termination
+    section: Post-Employment
+  - name: acknowledgement_date
+    type: date
+    description: Date of employee acknowledgement
+    section: Signature
+  - name: signatory_name
+    type: string
+    description: Printed name used in signature block
+    section: Signature
+  - name: cloud_drive_id
+    type: string
+    description: Optional document-system URI or file ID for execution copy traceability
+    section: Document Management
+  - name: cloud_drive_id_footer
+    type: string
+    description: Internal computed footer text for document-system traceability
+    default: ''
+    section: Document Management
+required_fields: []

package/content/templates/openagreements-employment-confidentiality-acknowledgement/template.md

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+# Employment Confidentiality Acknowledgement
+
+OpenAgreements Employment Confidentiality Acknowledgement (v1.1). Free to use under CC BY 4.0.
+
+## Cover Terms
+
+The key business terms of this confidentiality acknowledgement are as follows.
+
+| Term | Value |
+|------|-------|
+| **Company** | {company_name} |
+| **Employee** | {employee_name} |
+| **Policy Effective Date** | {policy_effective_date} |
+| **Approved Tools Scope** | {approved_tools_scope} |
+| **Data Access Scope** | {data_access_scope} |
+| **Security Reporting Contact** | {security_reporting_contact} |
+| **Post-Employment Obligations** | {post_employment_obligations} |
+| **Acknowledgement Date** | {acknowledgement_date} |
+| **Signatory Name** | {signatory_name} |
+
+## Standard Terms
+
+### 1. Confidential Information Handling
+
+Employee will use confidential information only for authorized business purposes and within the data access scope listed in Cover Terms.
+
+### 2. Approved Tools and Systems
+
+Employee will access Company data only through approved tools and systems listed in Cover Terms unless written authorization is provided.
+
+### 3. Security Incident Reporting
+
+Employee will promptly report suspected incidents to the security reporting contact listed in Cover Terms.
+
+### 4. Post-Employment Obligations
+
+After employment ends, Employee will continue obligations listed in Cover Terms and as required by law.
+
+### 5. Policy Updates
+
+Company may update policies from time to time. Employee remains responsible for complying with current written policies communicated by Company.
+
+## Acknowledgement Signature
+
+By signing this acknowledgement, Employee confirms understanding of the confidentiality and security obligations above.
+
+**Employee**
+
+Signature: _______________
+Print Name: {signatory_name}
+Date: {acknowledgement_date}

package/content/templates/openagreements-employment-offer-letter/README.md

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+# OpenAgreements Employment Offer Letter
+
+Startup-oriented employment offer letter for hiring workflows where teams want
+clear, editable terms and source transparency.
+
+## Source
+
+- **URL**: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employment-offer-letter
+- **Version**: 1.0
+- **License**: CC BY 4.0
+
+## Fields
+
+| Field | Type | Required | Description |
+|-------|------|----------|-------------|
+| `employer_name` | string | yes | Legal name of the employer |
+| `employee_name` | string | yes | Full legal name of the employee |
+| `position_title` | string | yes | Offered role title |
+| `employment_type` | enum | yes | `full-time` or `part-time` |
+| `start_date` | date | yes | Employment start date |
+| `reporting_manager` | string | no | Manager or role this position reports to |
+| `base_salary` | string | yes | Base salary or hourly amount |
+| `bonus_terms` | string | no | Bonus eligibility summary |
+| `equity_terms` | string | no | Equity grant summary, if any |
+| `work_location` | string | yes | Primary work location and/or remote status |
+| `governing_law` | string | yes | Governing law state for the offer letter |
+| `offer_expiration_date` | date | yes | Date by which the offer must be accepted |
+
+## Attribution
+
+Authored by OpenAgreements contributors. Drafting structure informed by publicly
+available permissive sources including the DocuSign template library (MIT) and
+Papertrail legal-docs (CC0). Licensed under CC BY 4.0.

package/content/templates/openagreements-employment-offer-letter/metadata.yaml

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+name: OpenAgreements Employment Offer Letter
+description: >-
+  A startup-focused employment offer letter template for full-time or part-time
+  hiring with compensation, equity summary, and at-will framing.
+source_url: https://github.com/open-agreements/open-agreements/tree/main/templates/openagreements-employment-offer-letter
+version: '1.1'
+license: CC-BY-4.0
+allow_derivatives: true
+attribution_text: >-
+  Authored by OpenAgreements contributors. Drafting structure informed by
+  publicly available permissive sources including the DocuSign template library
+  (MIT) and Papertrail legal-docs (CC0). Licensed under CC BY 4.0.
+fields:
+  - name: employer_name
+    type: string
+    description: Legal name of the employer
+    section: Parties
+  - name: employee_name
+    type: string
+    description: Full legal name of the employee
+    section: Parties
+  - name: position_title
+    type: string
+    description: Offered role title
+    section: Role
+  - name: employment_type
+    type: enum
+    description: Employment basis
+    options:
+      - full-time
+      - part-time
+    section: Role
+  - name: start_date
+    type: date
+    description: Employment start date
+    section: Timing
+  - name: reporting_manager
+    type: string
+    description: Manager or role this position reports to
+    section: Role
+  - name: base_salary
+    type: string
+    description: Base salary or hourly amount
+    section: Compensation
+  - name: bonus_terms
+    type: string
+    description: Bonus eligibility summary
+    section: Compensation
+  - name: equity_terms
+    type: string
+    description: Equity grant summary, if any
+    section: Compensation
+  - name: work_location
+    type: string
+    description: Primary work location and/or remote status
+    section: Work Model
+  - name: governing_law
+    type: string
+    description: Governing law state for the offer letter
+    default: California
+    section: Legal
+  - name: offer_expiration_date
+    type: date
+    description: Date by which the offer must be accepted
+    section: Timing
+  - name: cloud_drive_id
+    type: string
+    description: Optional document-system URI or file ID for execution copy traceability
+    section: Document Management
+  - name: cloud_drive_id_footer
+    type: string
+    description: Internal computed footer text for document-system traceability
+    default: ''
+    section: Document Management
+required_fields: []

package/content/templates/openagreements-employment-offer-letter/template.md

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+# Employment Offer Letter
+
+OpenAgreements Employment Offer Letter (v1.1). Free to use under CC BY 4.0.
+
+## Cover Terms
+
+The key business terms of this Employment Offer Letter are as follows.
+
+| Term | Value |
+|------|-------|
+| **Employer** | {employer_name} |
+| **Employee** | {employee_name} |
+| **Position Title** | {position_title} |
+| **Employment Type** | {employment_type} |
+| **Start Date** | {start_date} |
+| **Reporting Manager** | {reporting_manager} |
+| **Base Salary** | {base_salary} |
+| **Bonus Terms** | {bonus_terms} |
+| **Equity Terms** | {equity_terms} |
+| **Primary Work Location** | {work_location} |
+| **Governing Law** | {governing_law} |
+| **Offer Expiration Date** | {offer_expiration_date} |
+
+## Standard Terms
+
+### 1. Position, Scope, and Reporting
+
+If Employee accepts this offer, Employee will join Company in the position listed in Cover Terms and will report to the manager or function listed in Cover Terms, with duties and responsibilities that are reasonably aligned to the role and business needs.
+
+### 2. Employment Type and Work Schedule
+
+Employee will be employed on the employment basis listed in Cover Terms. Company may establish reasonable scheduling, attendance, and collaboration expectations for the role, including core hours and team coordination standards.
+
+### 3. Start Date and Onboarding Conditions
+
+Employment is expected to begin on the start date listed in Cover Terms, subject to completion of onboarding requirements such as identity and work authorization verification, policy acknowledgements, and execution of confidentiality and inventions assignment documents.
+
+### 4. Base Compensation and Payroll
+
+Company will pay the base salary or hourly compensation listed in Cover Terms in accordance with Company payroll practices and applicable law, subject to required withholdings, deductions, and payroll tax obligations.
+
+### 5. Bonus Opportunity
+
+If bonus terms are listed in Cover Terms, those terms describe potential bonus eligibility. Bonus programs, metrics, and payout timing are administered under applicable Company plans and may depend on individual, team, and Company performance criteria.
+
+### 6. Equity Opportunity
+
+If equity terms are listed in Cover Terms, any grant remains subject to board or committee approval, applicable equity plan documents, and separate award documentation. Vesting, exercise, and expiration terms are governed by those plan and award documents.
+
+### 7. Benefits and Time-Off Programs
+
+Employee may be eligible to participate in benefit and paid-time-off programs made available to similarly situated employees, in each case subject to plan terms, enrollment requirements, and Company policy updates permitted by law.
+
+### 8. Work Location and Business Travel
+
+Employee will primarily work from the location listed in Cover Terms. Company may require reasonable business travel and may update workplace expectations, including on-site or remote collaboration requirements, consistent with applicable law.
+
+### 9. Policies, Confidentiality, and Company Property
+
+As a condition of employment, Employee must comply with Company written policies, security requirements, confidentiality obligations, and lawful workplace rules, including policies covering information handling, code and device access, and return of Company property.
+
+### 10. At-Will Employment Relationship
+
+Unless otherwise required by law or a separate written agreement signed by an authorized Company representative, employment is at-will. This means either Employee or Company may end employment at any time, with or without advance notice, and with or without cause.
+
+### 11. Governing Law
+
+This offer letter and any dispute regarding its interpretation are governed by the law listed in Cover Terms, without applying conflicts-of-law principles to the extent not required by applicable law.
+
+### 12. Offer Expiration, Acceptance, and Entire Offer
+
+This offer expires on the date listed in Cover Terms unless extended in writing by Company. By accepting, Employee acknowledges this letter summarizes key employment terms and that any changes must be set out in a later written document authorized by Company.
+
+## Signatures
+
+By signing this Employment Offer Letter, each party agrees to these Cover Terms and Standard Terms.
+
+**Employer**
+
+Signature: _______________
+Print Name: {employer_name}
+Title: _______________
+Date: _______________
+
+**Employee**
+
+Signature: _______________
+Print Name: {employee_name}
+Title: _______________
+Date: _______________

package/content/templates/working-group-list/metadata.yaml

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+name: Working Group List
+description: >-
+  Standalone working group roster for a transaction. Tracks staffed deal team
+  members and contact details outside the closing checklist document.
+source_url: https://github.com/open-agreements/open-agreements
+version: '1.0'
+license: CC0-1.0
+allow_derivatives: true
+attribution_text: >-
+  OpenAgreements Working Group List. Licensed under CC0 1.0.
+fields:
+  - name: deal_name
+    type: string
+    description: Name of the deal or transaction
+  - name: updated_at
+    type: string
+    description: ISO date when the list was last updated
+  - name: working_group
+    type: array
+    description: Array of working group members (name, organization, role, email)
+required_fields:
+  - deal_name

package/dist/cli/index.d.ts

@@ -0,0 +1,4 @@
+import { Command } from 'commander';
+export declare function createProgram(): Command;
+export declare function runCli(argv?: string[]): Promise<void>;
+//# sourceMappingURL=index.d.ts.map

package/dist/cli/index.d.ts.map

@@ -0,0 +1 @@
+{"version":3,"file":"index.d.ts","sourceRoot":"","sources":["../../src/cli/index.ts"],"names":[],"mappings":"AAAA,OAAO,EAAE,OAAO,EAAE,MAAM,WAAW,CAAC;AAoBpC,wBAAgB,aAAa,IAAI,OAAO,CA4MvC;AA8CD,wBAAsB,MAAM,CAAC,IAAI,WAAe,GAAG,OAAO,CAAC,IAAI,CAAC,CAG/D"}