@oriro/orirocli 0.1.11 → 0.1.12

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

@@ -1,268 +1,268 @@
----
-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
+---
+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

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

@@ -1,21 +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.
+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.