@oriro/orirocli 0.1.0

package/skills/legal/legal-business/SKILL.md

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+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-business
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Business formation and corporate law — choosing the right structure,
+  incorporation, operating agreements, corporate governance, compliance.
+  Activate for: "should I form an LLC or corporation?", business registration,
+  equity, shareholder agreements, board governance, compliance obligations,
+  dissolving a business, or any question about the legal structure of a business.
+  Sources: IRS, SBA, state secretary of state guidance, Model Business
+  Corporation Act, Uniform LLC Act. Consult a business attorney for your state.
+---
+
+# Business Law — Formation and Governance
+
+## Choosing your business structure
+
+| Structure       | Liability           | Taxes                        | Ownership            | Best for                             |
+| --------------- | ------------------- | ---------------------------- | -------------------- | ------------------------------------ |
+| **Sole Prop**   | Unlimited personal  | Personal (Schedule C)        | 1 person             | Testing an idea, freelance           |
+| **Partnership** | Unlimited (general) | Pass-through                 | 2+ people            | Professional practices (with care)   |
+| **LLC**         | Limited             | Pass-through (default)       | Flexible             | Most small businesses                |
+| **S-Corp**      | Limited             | Pass-through                 | ≤100 US shareholders | Profitable small businesses          |
+| **C-Corp**      | Limited             | Corporate (double tax)       | Unlimited            | VC-backed startups, public companies |
+| **B-Corp**      | Limited             | Same as underlying structure | Flexible             | Social mission companies             |
+
+---
+
+## LLC (Limited Liability Company)
+
+**Why most small businesses choose LLC:**
+
+- Personal assets protected from business debts and lawsuits
+- Pass-through taxation (profits taxed on personal return, not twice)
+- Flexible management structure
+- Minimal formalities compared to corporations
+- Can choose to be taxed as S-Corp when profitable
+
+**Formation:**
+
+1. Choose a state (Delaware for sophistication and flexibility; your home state for simplicity)
+2. Choose a name (must include "LLC" or "Limited Liability Company"; check availability)
+3. File Articles of Organization with the state ($50–$500 filing fee)
+4. Get an EIN (Employer Identification Number) from IRS — free at irs.gov
+5. Open a separate business bank account — CRITICAL
+6. Draft an Operating Agreement
+
+**Operating Agreement — the most important document:**
+Governs the internal workings of the LLC.
+Even single-member LLCs should have one.
+
+Must address:
+
+- Ownership percentages (membership interests)
+- Management: member-managed vs. manager-managed
+- How decisions are made and what requires unanimous consent
+- How profits and losses are distributed
+- What happens when a member wants to leave
+- What happens if a member dies or becomes incapacitated
+- Admission of new members
+- Dissolution process
+
+**Piercing the veil:** Courts can hold members personally liable if:
+
+- LLC and personal finances are commingled
+- LLC is used to commit fraud
+- LLC is undercapitalized from the start
+- Required formalities are ignored
+
+**Prevent piercing by:**
+
+- Maintaining a separate bank account for the LLC
+- Never using LLC funds for personal expenses
+- Documenting major decisions in writing
+- Maintaining adequate capitalization
+
+---
+
+## Corporation (C-Corp and S-Corp)
+
+**When to choose a C-Corp:**
+
+- Raising venture capital (VCs require C-Corp, typically Delaware)
+- Planning for an IPO
+- Stock option plans for employees (ISOs require C-Corp)
+- International investors
+- Multiple classes of stock needed
+
+**Delaware C-Corp:** The gold standard for startups.
+
+- Court of Chancery specializes in business disputes — predictable outcomes
+- Investor-friendly terms well-tested in courts
+- No state tax on income earned outside Delaware
+- Can be incorporated without a physical office in Delaware
+
+**Formation:**
+
+1. File Certificate of Incorporation with Delaware Secretary of State (~$89)
+2. Appoint initial directors
+3. Hold organizational meeting
+4. Issue stock
+5. Get EIN
+6. File S-Corp election with IRS if applicable (Form 2553, within 75 days of formation)
+
+**Corporate formalities (must maintain to preserve limited liability):**
+
+- Annual shareholder meetings (or written consent)
+- Annual director meetings (or written consent)
+- Maintain minutes of all meetings
+- Annual reports filed with state
+- Separate bank accounts
+- Corporate seal (optional but traditional)
+
+**S-Corp:**
+
+- Taxed like a partnership (pass-through)
+- Avoid self-employment tax on "reasonable salary" portion
+- Maximum 100 shareholders
+- Only US citizens/residents can hold shares
+- One class of stock only
+
+**S-Corp tax advantage example:**
+If business earns $200,000 profit and you pay yourself $80,000 salary:
+
+- Self-employment tax applies only to the $80,000 salary
+- Remaining $120,000 distributed as dividends (no SE tax)
+- Saves ~15% SE tax on $120,000 = ~$18,000/year
+
+---
+
+## Equity and Ownership
+
+### Cap table (capitalization table)
+
+Tracks all equity ownership: who owns what percentage.
+Keep this current from day one. Complexity only grows.
+
+Simple example:
+
+```
+Founder 1:    500,000 shares   50%
+Founder 2:    400,000 shares   40%
+Employee pool: 100,000 shares  10%
+Total:       1,000,000 shares  100%
+```
+
+### Founder vesting
+
+Critical for co-founder teams: equity should vest over time.
+Standard: 4-year vesting with 1-year cliff.
+
+Cliff: No shares vest for the first year. All first-year shares vest at month 12.
+After cliff: remaining shares vest monthly over 36 months.
+
+Why: If a co-founder leaves at month 8, they take zero equity.
+Without vesting, they'd walk away with whatever percentage was agreed upfront.
+
+### Stock options (for employees)
+
+Options give the right to buy stock at a fixed price (strike price) in the future.
+
+**ISO (Incentive Stock Options):** Tax-advantaged for employees.
+Requires C-Corp. No tax on grant or exercise (if holding period met).
+
+**NSO (Non-Qualified Stock Options):** Tax on exercise (spread between strike and FMV).
+Available to contractors, advisors, non-US employees.
+
+**409A valuation:** Required before issuing options.
+Sets the fair market value for strike price purposes.
+Requires independent appraisal. Updated annually or after significant events.
+
+### SAFE (Simple Agreement for Future Equity)
+
+Common early-stage investment instrument.
+Investor gives money now; converts to equity at the next priced round.
+Better than convertible notes for founders (no debt, no interest, no maturity date).
+
+---
+
+## Compliance Obligations
+
+### Federal
+
+- **EIN:** Required to hire employees, open bank accounts, file taxes
+- **Federal taxes:** Quarterly estimated taxes (Form 941 if employees)
+- **Annual tax return:** Form 1120 (C-Corp), Form 1065 (Partnership), Schedule K-1
+
+### State and local
+
+- **Annual reports:** Most states require annual LLC/Corp filings ($25–$300)
+- **State taxes:** Income tax, franchise tax (California $800 minimum)
+- **Sales tax:** Required if selling taxable goods/services in a state
+- **Business license:** City/county license often required
+- **Professional licenses:** Required for law, medicine, accounting, etc.
+
+### Employment compliance (if you hire)
+
+- Workers' comp insurance (required in almost all states)
+- Unemployment insurance registration
+- Payroll tax withholding and remittance
+- Form I-9 for every new hire (employment authorization verification)
+- New hire reporting to state
+
+---
+
+## Dissolving a Business
+
+Properly dissolve to avoid ongoing fees and liability:
+
+1. Vote to dissolve (per operating agreement/bylaws)
+2. File Articles of Dissolution with the state
+3. Cancel business licenses and permits
+4. Close business bank accounts
+5. Pay or settle all debts
+6. Distribute remaining assets to members/shareholders
+7. File final tax returns (mark "final return")
+8. Notify IRS (close EIN if appropriate — usually don't close, just notify)
+
+Failing to formally dissolve: some states continue charging annual fees
+and franchise taxes indefinitely.
+
+Sources: IRS (irs.gov), SBA (sba.gov), Delaware Division of Corporations
+(corp.delaware.gov), state secretary of state websites, Model Business
+Corporation Act, Uniform Limited Liability Company Act

package/skills/legal/legal-consumer/LICENSE

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+MIT License
+
+Copyright (c) 2026 ORIRO.ai
+
+Permission is hereby granted, free of charge, to any person obtaining a copy
+of this software and associated documentation files (the "Software"), to deal
+in the Software without restriction, including without limitation the rights
+to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
+copies of the Software, and to permit persons to whom the Software is
+furnished to do so, subject to the following conditions:
+
+The above copyright notice and this permission notice shall be included in all
+copies or substantial portions of the Software.
+
+THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
+IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
+FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
+AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
+LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
+OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
+SOFTWARE.

package/skills/legal/legal-consumer/SKILL.md

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+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-consumer
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Consumer rights — refunds, warranties, fraud protection, credit cards,
+  debt collection, small claims court, and consumer protection laws. Activate
+  for questions about getting a refund, disputing a charge, dealing with debt
+  collectors, warranties, fraud, scams, or any consumer rights question.
+  Sources: FTC, CFPB, state consumer protection offices.
+---
+
+# Consumer Rights
+
+## Refunds and returns
+
+No federal law requires retailers to accept returns.
+Return policies are legally binding contracts — read them before purchasing.
+Most retailers have 30-90 day return windows.
+
+**Exceptions where you have rights regardless of store policy:**
+
+- **Defective products:** UCC Article 2 implied warranty of merchantability.
+  Goods must work for their ordinary purpose. Defective product = right to refund or replacement.
+- **Not as described:** If product differs materially from what was advertised or described.
+- **Online purchases (FTC Mail Order Rule):** Order must be shipped when promised.
+  If delayed: merchant must notify you and give option to cancel.
+
+---
+
+## Warranties
+
+**Express warranty:** Written or verbal promise about product performance.
+**Implied warranty of merchantability:** Product works for its ordinary purpose. Automatic with product sale.
+**Implied warranty of fitness for particular purpose:** Seller knows specific use; product must work for that use.
+
+**Magnuson-Moss Warranty Act (US federal):**
+If written warranty offered on consumer product over $15:
+
+- Must be "Full" or "Limited" (must state which)
+- Must be available before purchase
+- Full warranty: free repair or replacement within reasonable time; refund if can't be fixed after reasonable attempts
+
+**Extended warranties / service contracts:**
+Optional purchase, not the same as manufacturer warranty.
+Often poor value — consider the source, exclusions, and deductibles.
+
+---
+
+## Credit cards and disputes
+
+### Chargeback rights (Fair Credit Billing Act — FCBA)
+
+For credit card purchases, you can dispute:
+
+- Charges you didn't authorize
+- Incorrect amounts
+- Charges for goods not received
+- Charges for goods that don't match description
+- Charges for defective goods (seller won't resolve)
+
+**Dispute process:**
+
+1. Contact merchant first — many resolve quickly to avoid chargeback fees.
+2. If merchant won't resolve: contact credit card company within 60 days of statement.
+3. Dispute in writing (keep proof).
+4. Credit card company investigates. Charge reversed while under investigation.
+
+**NOT eligible for chargeback:**
+
+- You changed your mind after receiving goods
+- Subscription you forgot to cancel
+- Third-party dispute (you paid someone who didn't deliver to you, but charge was authorized)
+
+### Debit card disputes (Electronic Fund Transfer Act — EFTA)
+
+Fewer protections than credit cards. Time is critical.
+
+- Report within 2 days: max liability $50
+- Report within 60 days: max liability $500
+- After 60 days: potentially unlimited liability
+
+**This is why financial advisors say use credit cards for purchases, not debit.**
+
+---
+
+## Debt collection (Fair Debt Collection Practices Act — FDCPA)
+
+**Who it covers:** Third-party debt collectors (collection agencies), not the original creditor.
+
+**What collectors CANNOT do:**
+
+- Call before 8am or after 9pm local time
+- Call you at work if you've told them you can't receive calls there
+- Use abusive, obscene, or threatening language
+- Misrepresent the amount owed
+- Threaten legal action they don't intend to take or can't legally take
+- Contact you after written request to stop (they can still sue)
+- Discuss your debt with third parties (except spouse, attorney, credit bureaus)
+
+**Your rights:**
+
+- Request written verification of the debt (within 30 days of first contact, collector must stop collection until verified)
+- Demand they stop contacting you (after this, collector can only confirm receipt of demand or notify you of legal action)
+- Sue collector for FDCPA violations — statutory damages up to $1,000 + actual damages + attorney fees
+
+**Statute of limitations on debt:** Varies by state (3-10 years for most consumer debt). After SOL, debt cannot be collected through courts. Making a payment can restart the clock.
+
+---
+
+## Small claims court
+
+For disputes typically $2,500-$25,000 (limits vary by state).
+No attorney required (or allowed in some states). You represent yourself.
+
+**Well-suited for:**
+
+- Security deposit disputes
+- Property damage
+- Unpaid wages (small amounts)
+- Contract disputes
+- Contractor didn't complete work
+
+**Process:**
+
+1. Gather evidence: contracts, receipts, photos, communications
+2. File complaint with small claims court ($30-100 filing fee)
+3. Serve defendant (court usually handles this)
+4. Attend hearing (typically 30-60 days after filing)
+5. Present case to judge; judge decides
+
+**Judgment vs. collection:** Winning a judgment doesn't guarantee payment.
+If other party doesn't pay, you must pursue collection (wage garnishment, bank levy, property liens).
+
+---
+
+## Identity theft and fraud
+
+**Steps if identity stolen:**
+
+1. Place fraud alert with one of the three credit bureaus (auto-notifies others): Equifax, Experian, TransUnion.
+2. Get free credit reports; identify fraudulent accounts.
+3. Freeze credit at all three bureaus (most effective prevention).
+4. File FTC identity theft report at identitytheft.gov (creates official record, provides recovery plan).
+5. File police report (needed for some creditors).
+6. Dispute fraudulent accounts with creditors and credit bureaus in writing.
+
+**Credit freeze:** Free to place and lift. Prevents new credit in your name.
+Lift temporarily when applying for legitimate credit.
+
+Sources: FTC (ftc.gov), CFPB (consumerfinance.gov),
+FCBA (15 U.S.C. § 1666), FDCPA (15 U.S.C. § 1692),
+EFTA (15 U.S.C. § 1693), Magnuson-Moss Warranty Act (15 U.S.C. § 2301)

package/skills/legal/legal-contracts/LICENSE

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+MIT License
+
+Copyright (c) 2026 ORIRO.ai
+
+Permission is hereby granted, free of charge, to any person obtaining a copy
+of this software and associated documentation files (the "Software"), to deal
+in the Software without restriction, including without limitation the rights
+to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
+copies of the Software, and to permit persons to whom the Software is
+furnished to do so, subject to the following conditions:
+
+The above copyright notice and this permission notice shall be included in all
+copies or substantial portions of the Software.
+
+THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
+IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
+FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
+AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
+LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
+OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
+SOFTWARE.

package/skills/legal/legal-contracts/SKILL.md

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+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-contracts
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Contract law knowledge — reading, drafting, negotiating, and enforcing
+  contracts. Activate for ANY question about contracts, agreements, terms,
+  clauses, breach, remedies, NDAs, service agreements, employment contracts,
+  vendor agreements, or any situation where someone needs to understand or
+  create a written or verbal agreement. Sources: Cornell LII, UCC, Restatement
+  (Second) of Contracts principles, state bar guidance.
+  Note: This is legal information to help you understand contracts and ask
+  better questions. For specific legal advice, consult a licensed attorney.
+---
+
+# Contract Law
+
+## What makes a contract legally binding
+
+A contract requires four elements. All four must be present:
+
+1. **Offer** — one party proposes specific terms
+2. **Acceptance** — the other party agrees to exactly those terms
+3. **Consideration** — something of value exchanged by both sides
+   (money, services, a promise, giving up a right)
+4. **Capacity** — both parties are legally able to contract
+   (adults, not under duress, mentally competent)
+
+A handshake deal is legally binding if all four exist.
+Written contracts are better because they prove what was agreed.
+
+---
+
+## Reading a contract — what to look for first
+
+**Always read these sections before signing anything:**
+
+### Payment terms
+
+- When is payment due? (Net 30, Net 60, on delivery, upfront?)
+- What happens if payment is late? (Interest rate, penalties)
+- Who bears costs for disputes, returns, failures?
+
+### Scope of work
+
+- Exactly what is being delivered?
+- What is explicitly excluded?
+- Who decides if the work is "complete"?
+- Change order process — how are additions priced?
+
+### Termination clauses
+
+- Can either party cancel? On what notice?
+- What triggers immediate termination (breach)?
+- What happens to work in progress if terminated?
+- Are there penalties for early termination?
+
+### Liability and indemnification
+
+- What is the liability cap? (Often limited to contract value)
+- Who indemnifies whom for what losses?
+- What consequential damages are waived?
+- Insurance requirements
+
+### Intellectual property
+
+- Who owns work product created under the contract?
+- Does IP transfer to client or remain with creator?
+- License vs. ownership — critical distinction
+- Pre-existing IP carveouts
+
+### Dispute resolution
+
+- Which state's law governs?
+- Arbitration or court?
+- Where must disputes be filed? (Venue clause)
+- Mandatory mediation before arbitration?
+
+---
+
+## Red flags in contracts
+
+**Automatic renewal clauses**
+Contract renews unless cancelled within X days of expiration.
+Often buried. Set a calendar reminder.
+
+```
+"This Agreement shall automatically renew for successive one-year terms
+unless either party provides written notice of non-renewal at least
+[30/60/90] days prior to the end of the then-current term."
+```
+
+**Unilateral modification rights**
+One party can change terms without consent.
+
+```
+"Company reserves the right to modify these terms at any time
+with or without notice."
+```
+
+Push back or add: "Material changes require 30-day written notice
+and written consent of both parties."
+
+**Broad IP assignment**
+Assigns everything you create — even outside the scope.
+
+```
+"Employee assigns to Company all inventions, whether or not related
+to Company's business, conceived during employment."
+```
+
+Push back: add "directly related to Company's business using
+Company resources."
+
+**Non-compete clauses**
+Restrict your ability to work after the relationship ends.
+Enforceability varies dramatically by state.
+California: nearly unenforceable.
+Florida: strongly enforced.
+Always negotiate scope (geography, duration, industry).
+
+**Indemnification without liability cap**
+You could owe unlimited damages.
+Always negotiate: "Indemnification obligations shall not exceed
+the total fees paid in the 12 months preceding the claim."
+
+**Jurisdiction far from you**
+Requires you to litigate in another state/country.
+Push to change to your jurisdiction or neutral arbitration.
+
+---
+
+## Common contract types
+
+### NDA (Non-Disclosure Agreement)
+
+Protects confidential information shared between parties.
+
+**Key terms to negotiate:**
+
+- Definition of "confidential" — overly broad is dangerous
+- Carveouts: public information, independently developed, received from third parties
+- Duration — 2-3 years is standard; perpetual is unusual
+- Mutual vs. one-way — if both sides share information, make it mutual
+- Return/destruction of materials on termination
+
+**What NDAs cannot protect:**
+
+- Information already public
+- Skills and general knowledge you develop
+- Independent work not using their confidential info
+
+### Service Agreement / MSA (Master Services Agreement)
+
+Governs ongoing work relationship.
+
+**Critical: Statement of Work (SOW)**
+The MSA sets general terms. The SOW defines the specific project.
+Always have both. Never rely on verbal scope.
+
+SOW must include:
+
+- Deliverables (specific, measurable)
+- Timeline with milestones
+- Payment schedule tied to milestones
+- Acceptance criteria
+- Change order process
+
+### Employment Contract
+
+See legal-employment skill for full coverage.
+
+### Terms of Service (for software/platforms)
+
+Governs user relationship with a product.
+Must include: acceptable use, liability limits, data handling,
+termination rights, dispute resolution.
+
+---
+
+## Negotiating contracts — principles
+
+**Everything is negotiable.** "Standard contract" is a starting position, not a final offer.
+
+**Negotiate in writing.** Mark up the contract document. "Agreed verbally" is worthless.
+
+**Redline strategically:**
+
+1. Identify your 3 must-haves
+2. Identify your 3 would-likes
+3. Identify what the other side cares most about
+4. Trade would-likes for must-haves
+
+**Common successful pushbacks:**
+
+- "Our standard terms require mutual indemnification"
+- "We need the liability cap to match the contract value"
+- "We can't agree to unlimited IP assignment — we need to carve out pre-existing work"
+- "We need the governing law to be [your state]"
+
+---
+
+## Breach of contract
+
+**Material breach** — so significant it defeats the purpose of the contract.
+Gives the non-breaching party the right to terminate AND sue for damages.
+
+**Minor breach** — technical violation that doesn't undermine the contract.
+Gives right to damages but not termination.
+
+**Remedies available:**
+
+- **Compensatory damages** — actual losses caused by the breach
+- **Consequential damages** — foreseeable downstream losses
+  (often waived in contracts — watch for this)
+- **Specific performance** — court orders the party to perform
+  (rare, usually for unique assets like real estate)
+- **Rescission** — contract cancelled, parties returned to original position
+
+**Before suing:**
+
+1. Send written notice of breach (creates record)
+2. Give cure period (typically 30 days)
+3. Document all damages
+4. Check your contract's dispute resolution clause
+
+---
+
+## Enforceability limits
+
+**Unconscionable contracts** — so one-sided a court won't enforce them.
+Standard for commercial parties is high. Consumer contracts get more protection.
+
+**Contracts void by law:**
+
+- Agreements to commit crimes
+- Contracts with minors (voidable by the minor)
+- Contracts under duress or fraud
+- Violations of public policy
+
+**Statute of Frauds** — certain contracts must be in writing:
+
+- Contracts for sale of goods over $500 (UCC Article 2)
+- Contracts that cannot be performed within one year
+- Real estate contracts
+- Contracts to pay someone else's debt
+- Marriage contracts
+
+---
+
+## Practical rules
+
+1. **Never sign under time pressure.** "I need this today" is a negotiating tactic, not a legal requirement.
+
+2. **Get everything promised in writing.** Verbal commitments made during negotiation are almost impossible to enforce if not in the signed document.
+
+3. **Read what you sign.** "I didn't know it said that" is not a defense.
+
+4. **Keep signed copies.** Store digitally in at least two locations.
+
+5. **Date everything.** Courts care deeply about timelines.
+
+6. **When in doubt, ask.** A 30-minute consultation with an attorney costs far less than a dispute.
+
+Sources: Cornell LII (law.cornell.edu), UCC Article 1-2,
+Restatement (Second) of Contracts, state bar association guides