@oriro/orirocli 0.1.0

package/skills/legal/legal-corporate-governance/LICENSE

@@ -0,0 +1,21 @@
+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-corporate-governance/SKILL.md

@@ -0,0 +1,53 @@
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-corporate-governance
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Corporate governance — board duties, shareholder rights, proxy, corporate
+  records, regulatory compliance, and governance best practices for businesses.
+  Activate for questions about board responsibilities, shareholder meetings,
+  corporate records, regulatory filings, or governance structure.
+---
+
+# Corporate Governance
+
+## Board duties and fiduciary obligations
+
+**Duty of Care:** Act in informed, diligent manner. Review materials. Ask questions. Get expert advice when needed. Business Judgment Rule protects directors who meet this standard.
+**Duty of Loyalty:** Put company interests above personal interests. No self-dealing without disclosure and approval. Recuse from decisions where personal interest exists.
+**Duty of Obedience (nonprofits):** Follow the organization's mission and governing documents.
+
+## Essential corporate records
+
+**Minutes:** Document every board and shareholder meeting decision. Must be contemporaneous.
+**Resolutions:** Formal records of board decisions (officer appointments, equity grants, major contracts, bank accounts). Written consent resolutions allow action without meeting.
+**Capitalization table:** All equity ownership, option grants, warrants, SAFEs, convertible notes.
+**Stock ledger:** Record of all stock issuances and transfers.
+
+**Failure to maintain records:** Pierces the corporate veil. Personal liability for directors.
+
+## Annual compliance calendar
+
+**Delaware C-Corp:** Annual franchise tax (due March 1). Authorized shares method vs. assumed par value capital method — calculate both, pay lower. Can be significant (up to $200,000+ for large authorized share counts if using wrong method).
+**Annual report:** Most states require. Filing fee.
+**Federal:** Corporate tax return (Form 1120) due April 15 or September 15 with extension.
+**Registered agent:** Maintain registered agent in state of incorporation. Required for legal service.
+
+## Shareholder rights
+
+**Information rights:** Right to inspect books and records (varies by state and shareholder size).
+**Voting rights:** Each share gets the votes its class provides. Common: 1 vote/share typical. Class B at tech companies: 10 votes/share (dual class structure — founder control).
+**Preemptive rights:** Right to participate in future fundraises pro-rata (maintain % ownership).
+**Liquidation preference:** Priority in asset distribution if company sold or wound down.
+**Anti-dilution protection:** Protect investors from down rounds.
+
+## Key governance practices for startups
+
+**Consent in lieu of meeting:** Most decisions made by written consent — avoid scheduling board meetings for routine matters.
+**Executive sessions:** Board meets without CEO periodically. Standard governance. Not a crisis signal.
+**Audit committee:** For public companies required. For private companies: good practice if sophisticated investors present.
+**Conflict of interest policy:** Written policy. Directors disclose annually and for specific transactions.
+
+Sources: Delaware Division of Corporations (corp.delaware.gov — free), NVCA model documents (nvca.org — free), ABA Model Business Corporation Act (principles)

package/skills/legal/legal-employment/LICENSE

@@ -0,0 +1,21 @@
+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-employment/SKILL.md

@@ -0,0 +1,291 @@
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-employment
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Employment law knowledge for both employers and employees. Activate for
+  questions about hiring, firing, discrimination, wages, overtime, leave,
+  non-competes, workplace rights, wrongful termination, harassment, or any
+  employment relationship issue. Sources: FLSA, EEOC guidance, NLRA, FMLA,
+  ADA, state labor board guidance, Department of Labor publications.
+  This is legal information. For your specific situation, consult an
+  employment attorney or your state labor board.
+---
+
+# Employment Law
+
+## Employee vs. Independent Contractor — the most important distinction
+
+Misclassifying employees as contractors is one of the most expensive
+employment law mistakes. The IRS and Department of Labor use different tests,
+but the core question is: **who controls the work?**
+
+**Indicators of employee status:**
+
+- You control when, where, and how work is done
+- Worker uses your equipment/tools
+- Work is integral to your core business
+- Long-term relationship
+- You set the hours
+- Worker cannot work for competitors
+
+**Indicators of contractor status:**
+
+- Worker controls their own methods
+- Worker provides their own tools
+- Work is a distinct project, not ongoing operations
+- Worker has multiple clients
+- Worker can subcontract the work
+- Worker invoices you
+
+**The ABC Test** (used by California, New Jersey, and others — stricter):
+A worker is an employee unless ALL THREE are true:
+A — Free from direction and control in how they work
+B — Work is outside the usual course of the company's business
+C — Worker is customarily engaged in an independently established trade
+
+**Penalties for misclassification:**
+Back taxes, back benefits, penalties, overtime owed, workers' comp exposure.
+California penalties can exceed $25,000 per violation.
+
+---
+
+## Hiring
+
+### Job postings
+
+- Do not specify age, sex, race, religion, national origin, disability
+- Avoid: "recent graduate" (age discrimination), "native English speaker" (national origin)
+- Focus on skills and requirements, not personal characteristics
+
+### Interview — what you cannot ask
+
+These questions can create discrimination liability:
+
+| Forbidden topic    | Forbidden questions                                             |
+| ------------------ | --------------------------------------------------------------- |
+| Age                | "How old are you?" "What year did you graduate?"                |
+| Religion           | "Do you observe any religious holidays?"                        |
+| National origin    | "Where were you born?" "What's your accent?"                    |
+| Marital/family     | "Do you have children?" "Are you married?"                      |
+| Disability         | "Have you had any health problems?"                             |
+| Pregnancy          | "Do you plan to have children?"                                 |
+| Arrest record      | "Have you ever been arrested?" (convictions may be permissible) |
+| Military discharge | "What type of discharge did you receive?"                       |
+
+**What you CAN ask:**
+
+- "Are you authorized to work in the US?" (not citizenship)
+- "Can you perform the essential functions of this job?"
+- "Can you meet the attendance requirements of this position?"
+
+### Offer letters
+
+Must clearly state:
+
+- Position title and description
+- Start date
+- Compensation (salary or rate + bonus structure)
+- At-will language (if applicable)
+- Benefits summary
+- Contingencies (background check, drug test)
+
+**At-will employment:** Either party can end the relationship at any time,
+for any reason, with no notice — unless a contract says otherwise.
+Most US states are at-will. Exceptions: Montana (for-cause after probation),
+and protections against termination for protected characteristics/activities.
+
+---
+
+## Wages and Hours
+
+### Federal minimums (FLSA — Fair Labor Standards Act)
+
+- Federal minimum wage: $7.25/hour (many states higher)
+- **Always check your state/city minimum wage — often higher**
+- Overtime: 1.5× rate for hours over 40/week (non-exempt employees)
+- Pay period: must be regular and consistent
+
+### Exempt vs. Non-exempt
+
+**Exempt employees** are not entitled to overtime.
+To be exempt, employees must meet BOTH:
+
+1. Salary basis test: paid fixed salary ≥ $684/week ($35,568/year)
+2. Duties test: executive, administrative, professional, outside sales, or computer
+
+**Non-exempt employees** get overtime for every hour over 40/week.
+When in doubt, treat as non-exempt — safer legally.
+
+### Pay deductions — what's allowed
+
+**Allowed:** Taxes, benefits the employee elected, court-ordered garnishments
+**Not allowed:** Deductions that bring pay below minimum wage,
+deductions for cash register shortages (in most states),
+deductions for breakage or damage (in most states)
+
+### Tip credits
+
+Employers can pay tipped employees as little as $2.13/hour (federal)
+IF tips bring total to minimum wage. Many states prohibit tip credits.
+Tip pooling rules vary by state.
+
+---
+
+## Discrimination and Harassment
+
+### Protected classes (federal law)
+
+Title VII, ADA, ADEA, and other laws prohibit discrimination based on:
+
+- Race, color, national origin (Title VII)
+- Sex, gender identity, sexual orientation (Title VII per Bostock v. Clayton County)
+- Religion (Title VII)
+- Age (40+) (ADEA)
+- Disability (ADA)
+- Pregnancy (PDA)
+- Genetic information (GINA)
+
+Many states add: marital status, political affiliation, source of income, etc.
+
+### Types of discrimination
+
+**Disparate treatment:** Intentional different treatment based on protected class.
+**Disparate impact:** Neutral policy that disproportionately affects protected class.
+
+### Hostile work environment
+
+Harassment is illegal when:
+
+- Based on a protected characteristic
+- Severe OR pervasive (one incident can be enough if severe enough)
+- Creates an abusive work environment
+- Employer knew or should have known and failed to act
+
+Employer liability: If harasser is a supervisor → automatic liability.
+If harasser is a coworker → liable if employer knew and failed to act.
+
+### What employers must do
+
+- Have a written anti-harassment policy
+- Provide a reporting mechanism
+- Investigate all complaints promptly and thoroughly
+- Take prompt remedial action
+- No retaliation against reporters
+
+---
+
+## Leave Laws
+
+### FMLA (Family and Medical Leave Act)
+
+- Applies to employers with 50+ employees
+- Employees eligible after 12 months and 1,250 hours
+- Up to 12 weeks unpaid, job-protected leave per year for:
+  - Birth/adoption of child
+  - Serious health condition of employee or immediate family
+  - Qualifying military exigency
+- Up to 26 weeks for care of injured servicemember
+- Employee must be restored to same or equivalent position
+
+### ADA and Reasonable Accommodation
+
+Employers with 15+ employees must provide reasonable accommodation
+for qualified employees with disabilities unless it causes undue hardship.
+
+Accommodation examples: modified schedule, remote work, accessible equipment,
+reassignment to vacant position, modified policies.
+
+Interactive process: When employee requests accommodation, engage in dialogue.
+Document the process. Never make unilateral decisions.
+
+### State leave laws
+
+Many states have paid family leave, paid sick leave requirements.
+California, New York, New Jersey, Washington have robust paid leave programs.
+Always check your state law — federal is the floor, not the ceiling.
+
+---
+
+## Termination
+
+### At-will termination
+
+You can terminate without cause and without notice (unless contract requires it).
+But you cannot terminate for:
+
+- Discriminatory reasons (protected class)
+- Retaliation (for whistleblowing, reporting harassment, filing a complaint)
+- Exercising a legal right (FMLA leave, workers' comp claim, jury duty)
+
+### Final paycheck
+
+Most states require final paycheck within days of termination.
+
+- California: immediately on termination
+- New York: next regular pay date
+- Texas: within 6 days
+  Accrued unused PTO may be owed depending on state and company policy.
+
+### Severance
+
+Not legally required (absent a contract or policy) but often paid.
+If you offer severance, condition it on a signed release of claims.
+Release must: be in writing, be in plain language, reference ADEA claims,
+give 21 days to consider (45 days if group layoff), allow 7-day revocation.
+
+### Documentation before termination
+
+Before terminating for performance:
+
+- Document the performance issues in writing
+- Provide written warnings with opportunity to improve
+- Apply policies consistently across all employees
+- Record the termination decision and rationale
+
+Inconsistent documentation or sudden termination after protected activity
+is the most common path to wrongful termination claims.
+
+### WARN Act (Worker Adjustment and Retraining Notification)
+
+Employers with 100+ employees must give 60 days notice before:
+
+- Plant closing affecting 50+ employees
+- Mass layoff of 500+ employees (or 50+ if 33%+ of workforce)
+  Penalty: pay and benefits for the notice period.
+
+---
+
+## Non-Compete Agreements
+
+### Enforceability by state
+
+- **California:** Non-competes are void and unenforceable. Do not sign them; do not enforce them.
+- **Florida:** Strongly enforced if reasonable in scope, duration, geography
+- **Most states:** Enforce if: (1) necessary to protect legitimate business interest, (2) reasonable duration (usually 1-2 years max), (3) reasonable geographic scope
+- **Federal:** FTC rule proposed banning most non-competes — check current status
+
+### Trade secret protection is broader
+
+Even without a non-compete, employees cannot take:
+
+- Customer lists (if confidential)
+- Proprietary processes
+- Confidential business information
+  This applies everywhere, regardless of non-compete enforceability.
+
+---
+
+## Practical rules
+
+1. **Document everything.** Written warnings, performance reviews, disciplinary actions.
+2. **Apply policies consistently.** The worst evidence in discrimination cases is inconsistency.
+3. **Respond to complaints promptly.** Delay creates liability even if you take action later.
+4. **Never retaliate.** Retaliation is often more expensive than the original complaint.
+5. **Check your state law.** Federal is the floor; states often have stronger protections.
+
+Sources: FLSA (29 U.S.C. § 201), EEOC guidance (eeoc.gov),
+DOL publications (dol.gov), FMLA regulations (29 CFR Part 825),
+ADA guidance (ada.gov), state labor board publications

package/skills/legal/legal-immigration/LICENSE

@@ -0,0 +1,21 @@
+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-immigration/SKILL.md

@@ -0,0 +1,146 @@
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-immigration
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Immigration basics — US visa types, work authorization, green card paths,
+  naturalization, and status maintenance. Activate for questions about
+  immigration to the US, visa categories, work visas, green cards, citizenship,
+  DACA, or any US immigration question. Sources: USCIS (uscis.gov),
+  Department of State, immigration law basics. For your specific case,
+  consult a licensed immigration attorney.
+---
+
+# US Immigration Basics
+
+## Nonimmigrant (temporary) visas
+
+### Work visas
+
+**H-1B:** Specialty occupation (requiring at least bachelor's degree equivalent).
+
+- Annual cap: 65,000 (plus 20,000 for US master's degree holders)
+- Lottery required due to demand exceeding supply
+- Employer must sponsor; filing season in April
+- Duration: 3 years, extendable to 6 years; extensions possible while green card pending
+- Requires maintained employment — job loss creates status risk
+
+**L-1:** Intracompany transferee.
+
+- L-1A: Manager or executive → path to EB-1C green card
+- L-1B: Specialized knowledge
+- Must have worked for foreign affiliate for 1+ year within last 3 years
+
+**O-1:** Extraordinary ability in arts, sciences, education, business, athletics.
+
+- High bar: must demonstrate sustained national/international acclaim
+- No cap
+
+**TN:** Canadian and Mexican citizens under USMCA.
+
+- Available for specific professional categories (engineers, accountants, scientists, lawyers, nurses, etc.)
+- Available at port of entry for Canadians; consulate for Mexicans
+- Indefinitely renewable in 3-year increments
+
+**E-1/E-2:** Treaty trader/investor for nationals of treaty countries.
+
+- E-1: Substantial trade between US and treaty country
+- E-2: Substantial investment in US business (no minimum amount, but typically $100K+)
+
+**F-1:** Student visa.
+
+- OPT (Optional Practical Training): Work in field of study for 12 months after graduation (36 months for STEM)
+- CPT: Work authorization during studies
+
+---
+
+## Green card (permanent residence) paths
+
+### Employment-based categories
+
+**EB-1A:** Extraordinary ability (self-petition, no employer needed). No priority date wait for most countries.
+**EB-1B:** Outstanding researcher or professor. Employer required.
+**EB-1C:** Multinational manager/executive. Employer required.
+**EB-2:** Advanced degree or exceptional ability. Labor certification usually required.
+**EB-2 NIW:** National Interest Waiver (self-petition, no employer needed).
+**EB-3:** Skilled workers, professionals, other workers. Labor certification required.
+**EB-5:** Investor ($800K in targeted employment area; $1.05M otherwise; 10 full-time jobs created).
+
+**Priority dates and backlogs:**
+Certain countries (India, China) face decades-long waits in EB-2 and EB-3 due to per-country limits.
+Born in other countries: typically much shorter or no wait.
+
+**PERM Labor Certification:**
+Required for most employment-based green cards.
+Employer must test US labor market, prove no qualified willing US workers.
+Process: 8-18+ months through Department of Labor.
+
+### Family-based green cards
+
+- Immediate relatives of US citizens (spouses, children under 21, parents): no annual cap → faster processing
+- Preference categories: adult children, siblings → annual caps → backlogs for some countries
+
+### Asylum
+
+Protection for people persecuted on account of race, religion, nationality, political opinion, or social group.
+File within 1 year of entry. Affirmative (not in removal proceedings) or defensive (in removal).
+
+---
+
+## Status maintenance
+
+### Critical rules for maintaining status
+
+**H-1B:**
+
+- Must work for sponsoring employer
+- Job change requires new H-1B petition (can file portability if new job in same specialty and I-485 pending 180+ days)
+- Layoff: typically 60-day grace period to find new employer, transfer status, or leave
+
+**F-1:**
+
+- Maintain full-time enrollment
+- Work authorization limited to specific programs
+- Must maintain visa stamp for re-entry (not the same as status — can be inside US on expired visa stamp but valid status)
+
+**All visas:**
+Overstaying (remaining past authorized stay) has serious consequences:
+
+- 180 days to 1 year overstay: 3-year bar from re-entry
+- 1+ year overstay: 10-year bar from re-entry
+
+---
+
+## Naturalization (citizenship)
+
+**Requirements:**
+
+- 5 years as lawful permanent resident (3 years if married to US citizen)
+- Continuous residence (no single trip > 6 months without re-entry permit)
+- Physical presence: 30 months of 60 months
+- Good moral character
+- Attachment to the Constitution
+- Pass civics and English tests
+
+**Process:**
+
+1. File Form N-400
+2. Biometrics appointment
+3. Interview and test
+4. Oath of Allegiance ceremony
+5. Receive Certificate of Naturalization
+
+---
+
+## DACA
+
+Deferred Action for Childhood Arrivals — not a legal status, but deferred removal.
+Provides work authorization for 2-year renewable periods.
+Requires: arrived in US before 16th birthday; continuous presence since June 15, 2007; no serious criminal history.
+Status: subject to ongoing litigation. Check USCIS for current status.
+
+Sources: USCIS (uscis.gov), Department of State (travel.state.gov),
+Department of Labor PERM guidance (dol.gov),
+INA (Immigration and Nationality Act) basics

package/skills/legal/legal-international/LICENSE

@@ -0,0 +1,21 @@
+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-international/SKILL.md

@@ -0,0 +1,51 @@
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-international
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  International business law — jurisdiction, contracts across borders, sanctions,
+  anti-corruption, trade law, and doing business internationally. Sources: WTO,
+  FCPA DOJ guidance, Incoterms, Vienna Convention on Contracts.
+---
+
+# International Business Law
+
+## Jurisdiction in international contracts
+
+**Which law governs?** Specify explicitly in every international contract (governing law clause).
+"This agreement shall be governed by and construed in accordance with the laws of [jurisdiction], without regard to conflict of law principles."
+**Enforcement:** Court judgment in one country may be unenforceable in another. Consider: International arbitration for enforceability via New York Convention (170+ countries).
+**ICC, LCIA, AAA/ICDR:** Leading international arbitration institutions. ICC most widely used.
+
+## CISG (Vienna Convention on International Sale of Goods)
+
+Automatically applies to contracts between parties from member countries (95+ countries including US, Germany, China).
+Different from US UCC in several ways.
+**Opt out if needed:** "This contract expressly excludes the application of the CISG."
+
+## Anti-corruption compliance
+
+**FCPA (US Foreign Corrupt Practices Act):** Prohibits US persons and US-listed companies from bribing foreign officials to obtain or retain business.
+**UK Bribery Act:** Broader than FCPA. Applies to any company with UK nexus. Prohibits facilitation payments. Strict liability for commercial organizations that fail to prevent bribery.
+**Consequences:** Criminal prosecution, massive fines, debarment from government contracts, reputational damage.
+**Required:** Clear written anti-bribery policy, training, due diligence on third parties (agents, distributors), accurate books and records.
+
+## Sanctions
+
+**OFAC (Office of Foreign Assets Control):** US sanctions against countries, entities, individuals.
+Prohibited: Transactions with Specially Designated Nationals (SDN list), Cuba, Iran, North Korea, Syria, Russia (extensive), etc.
+**Consequences of violation:** Civil penalties up to $1M+ per violation. Criminal prosecution.
+**Required:** Screen counterparties before transactions. OFAC SDN list search.
+**EU, UK, UN sanctions:** Separate regimes. Companies with European operations must comply with multiple.
+
+## Trade law
+
+**WTO:** Rules-based international trading system. Most-favored-nation principle. Dispute settlement.
+**Customs classification (HS codes):** Universal product classification. Determines tariff rates globally.
+**USMCA (US-Mexico-Canada Agreement):** Rules of origin, IP protections, digital trade, investor-state dispute settlement.
+**Export controls:** EAR (Export Administration Regulations) for dual-use goods. ITAR (International Traffic in Arms) for defense articles. License required for restricted items to restricted destinations.
+**Country of origin:** Determines tariff treatment. Rules of origin define when substantial transformation occurs.
+
+Sources: DOJ FCPA guidance (justice.gov/criminal/fraud/fcpa — free), OFAC sanctions lists (home.treasury.gov/policy-issues/financial-sanctions — free), WTO (wto.org — free), ICC (iccwbo.org — Incoterms summaries free)

package/skills/legal/legal-ip/LICENSE

@@ -0,0 +1,21 @@
+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.