@oriro/orirocli 0.1.9 → 0.1.11

package/skills/legal/legal-startup/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.

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

@@ -1,182 +1,182 @@
----
-watermark: ORIRO
-disable-model-invocation: true
-name: legal-startup
-provider: ORIRO.ai
-copyright: Copyright (c) 2026 ORIRO.ai
-description: >
-  Startup legal fundamentals — term sheets, equity, SAFE notes, cap tables,
-  investor rights, board governance, convertible instruments, and venture
-  financing. Activate for questions about raising money, term sheets, dilution,
-  cap tables, SAFEs, convertible notes, investor rights, or any startup
-  funding legal question. Sources: NVCA model documents, Y Combinator SAFE
-  documentation, Cornell LII, Cooley LLP public guides.
----
-
-# Startup Legal — Funding and Equity
-
-## The fundraising instruments
-
-### SAFE (Simple Agreement for Future Equity)
-
-Created by Y Combinator. Now the standard early-stage instrument.
-Investor gives money today → receives equity at the next priced round.
-
-**Not debt:** No maturity date, no interest, no repayment obligation.
-**Better for founders:** Clean cap table, no debt overhang.
-**Risk for investors:** No guaranteed return if no future round occurs.
-
-**Key SAFE terms:**
-**Valuation cap:** Maximum company valuation at which SAFE converts.
-Example: $5M cap. Company raises at $10M valuation. SAFE converts as if valuation = $5M.
-→ SAFE investor gets 2× the ownership percentage compared to new investors.
-
-**Discount:** SAFE converts at a discount to the next round price.
-Example: 20% discount. New round price = $1.00/share. SAFE converts at $0.80/share.
-→ More shares for SAFE investor than new investors paying full price.
-
-**MFN (Most Favored Nation):** If future SAFEs have better terms, this SAFE gets updated too.
-Common in pre-money SAFEs with no cap.
-
-**Post-money vs. Pre-money SAFE:**
-Y Combinator shifted to post-money SAFE in 2018.
-Post-money: valuation cap calculated AFTER the SAFE investment.
-More founder-friendly: ownership easier to predict.
-
-### Convertible Notes
-
-Debt that converts to equity at a future priced round.
-Unlike SAFEs: has maturity date (typically 18-24 months) and interest rate (typically 5-8%).
-
-**Why SAFEs now dominate:** No maturity date pressure, simpler, no interest accrual.
-Convertible notes remain common outside Silicon Valley.
-
----
-
-## Term sheets
-
-Non-binding summary of investment terms. Negotiating a term sheet is the critical moment.
-
-### Economics terms
-
-**Pre-money valuation:** Company value before the investment.
-**Post-money valuation:** Pre-money + investment amount.
-**Ownership percentage:** Investment / Post-money valuation.
-
-Example:
-Pre-money: $10M
-Investment: $2M
-Post-money: $12M
-Investor ownership: $2M / $12M = 16.7%
-
-**Option pool:** Shares reserved for future employee equity.
-Term sheets often require option pool to be created BEFORE the investment (dilutes founders, not investors).
-Negotiate: create option pool from the post-money total if possible.
-
-**Liquidation preference:**
-In a sale, investors get paid before common shareholders.
-1× non-participating: get 1× investment back, then done.
-1× participating: get 1× back PLUS share in remaining proceeds.
-2× or higher: increasingly founder-unfriendly.
-
-Standard in current market: 1× non-participating preferred.
-
-**Anti-dilution protection:**
-Broad-based weighted average: most common, most founder-friendly.
-Ratchet: most investor-friendly, now rare.
-Protects investors if you raise at a lower valuation (down round).
-
-### Control terms
-
-**Board composition:**
-Pre-Series A: often no board, or 3 seats (2 founders, 1 investor).
-Series A: typically 5 seats (2 founders, 2 investors, 1 independent).
-Board controls major company decisions.
-
-**Protective provisions (investor veto rights):**
-Common for investors to require consent for:
-
-- Selling the company
-- Issuing new equity
-- Taking on significant debt
-- Changing investor rights
-- Dividends
-
-Negotiate: keep list narrow. Broad protective provisions limit operational freedom.
-
-**Pro rata rights:** Right to invest in future rounds to maintain ownership percentage.
-Standard request. Reasonable to grant.
-
-**Information rights:** Right to receive financial statements.
-Standard. Typically quarterly unaudited, annual audited.
-
-**Right of first refusal (ROFR):** Right to buy shares before founder/employee sells to third party.
-Standard. Reasonable.
-
-**Co-sale right (tag-along):** Right to sell pro-rata shares alongside founders.
-Standard. Reasonable.
-
----
-
-## Cap table
-
-Track from day one. Every equity issuance, every round, every option grant.
-
-**Fully diluted:** Includes all potential shares — issued, options granted, warrants, SAFEs.
-All ownership percentages should be calculated on fully diluted basis.
-
-**Example Series A cap table:**
-
-```
-Founder 1:          1,000,000 shares   36.4%
-Founder 2:            800,000 shares   29.1%
-Employee option pool:  300,000 shares   10.9%
-Seed SAFE (converted):  200,000 shares    7.3%
-Series A investor:      450,000 shares   16.4%
-Total:               2,750,000 shares  100.0%
-```
-
-**Tools:** AngelList's Carta, Pulley, or simple spreadsheet early on.
-
----
-
-## 83(b) Election
-
-**Critical for founders with vesting.** Must file within 30 days of receiving restricted stock.
-
-**Without 83(b):** Pay ordinary income tax on the value of shares as they vest.
-If company is worth $10M when shares vest, you owe tax on that value.
-
-**With 83(b):** Pay tax on the (usually tiny) value at time of grant.
-At grant: company worth $0 or very little → tax is minimal or zero.
-All future appreciation is capital gains (lower rate) when you sell.
-
-File Form 83(b) with IRS within 30 days. Send a copy to your company. Keep a copy.
-Missing the deadline cannot be fixed. This is a time-sensitive action.
-
----
-
-## Key documents to have from day one
-
-**Founders' Agreement / Co-Founder Agreement:**
-
-- Ownership splits
-- Roles and responsibilities
-- Vesting schedules
-- What happens if a co-founder leaves
-- IP assignment (each founder assigns all prior work to the company)
-- Decision-making authority
-
-**Proprietary Information and Invention Assignment (PIIA / CIIAA):**
-Every employee and contractor must sign.
-Assigns all IP created for the company to the company.
-Without this: employees may claim ownership of their work product.
-
-**Stock option plan:**
-Board-approved plan governing all option grants.
-Typically 409A valuation updated annually.
-
-Sources: Y Combinator SAFE documentation (ycombinator.com/documents),
-NVCA Model Venture Capital Financing Documents (nvca.org),
-Cooley GO resources (cooleygo.com), Gunderson Dettmer startup guides,
-IRS Form 83(b) instructions, Cornell LII securities law
+---
+watermark: ORIRO
+disable-model-invocation: true
+name: legal-startup
+provider: ORIRO.ai
+copyright: Copyright (c) 2026 ORIRO.ai
+description: >
+  Startup legal fundamentals — term sheets, equity, SAFE notes, cap tables,
+  investor rights, board governance, convertible instruments, and venture
+  financing. Activate for questions about raising money, term sheets, dilution,
+  cap tables, SAFEs, convertible notes, investor rights, or any startup
+  funding legal question. Sources: NVCA model documents, Y Combinator SAFE
+  documentation, Cornell LII, Cooley LLP public guides.
+---
+
+# Startup Legal — Funding and Equity
+
+## The fundraising instruments
+
+### SAFE (Simple Agreement for Future Equity)
+
+Created by Y Combinator. Now the standard early-stage instrument.
+Investor gives money today → receives equity at the next priced round.
+
+**Not debt:** No maturity date, no interest, no repayment obligation.
+**Better for founders:** Clean cap table, no debt overhang.
+**Risk for investors:** No guaranteed return if no future round occurs.
+
+**Key SAFE terms:**
+**Valuation cap:** Maximum company valuation at which SAFE converts.
+Example: $5M cap. Company raises at $10M valuation. SAFE converts as if valuation = $5M.
+→ SAFE investor gets 2× the ownership percentage compared to new investors.
+
+**Discount:** SAFE converts at a discount to the next round price.
+Example: 20% discount. New round price = $1.00/share. SAFE converts at $0.80/share.
+→ More shares for SAFE investor than new investors paying full price.
+
+**MFN (Most Favored Nation):** If future SAFEs have better terms, this SAFE gets updated too.
+Common in pre-money SAFEs with no cap.
+
+**Post-money vs. Pre-money SAFE:**
+Y Combinator shifted to post-money SAFE in 2018.
+Post-money: valuation cap calculated AFTER the SAFE investment.
+More founder-friendly: ownership easier to predict.
+
+### Convertible Notes
+
+Debt that converts to equity at a future priced round.
+Unlike SAFEs: has maturity date (typically 18-24 months) and interest rate (typically 5-8%).
+
+**Why SAFEs now dominate:** No maturity date pressure, simpler, no interest accrual.
+Convertible notes remain common outside Silicon Valley.
+
+---
+
+## Term sheets
+
+Non-binding summary of investment terms. Negotiating a term sheet is the critical moment.
+
+### Economics terms
+
+**Pre-money valuation:** Company value before the investment.
+**Post-money valuation:** Pre-money + investment amount.
+**Ownership percentage:** Investment / Post-money valuation.
+
+Example:
+Pre-money: $10M
+Investment: $2M
+Post-money: $12M
+Investor ownership: $2M / $12M = 16.7%
+
+**Option pool:** Shares reserved for future employee equity.
+Term sheets often require option pool to be created BEFORE the investment (dilutes founders, not investors).
+Negotiate: create option pool from the post-money total if possible.
+
+**Liquidation preference:**
+In a sale, investors get paid before common shareholders.
+1× non-participating: get 1× investment back, then done.
+1× participating: get 1× back PLUS share in remaining proceeds.
+2× or higher: increasingly founder-unfriendly.
+
+Standard in current market: 1× non-participating preferred.
+
+**Anti-dilution protection:**
+Broad-based weighted average: most common, most founder-friendly.
+Ratchet: most investor-friendly, now rare.
+Protects investors if you raise at a lower valuation (down round).
+
+### Control terms
+
+**Board composition:**
+Pre-Series A: often no board, or 3 seats (2 founders, 1 investor).
+Series A: typically 5 seats (2 founders, 2 investors, 1 independent).
+Board controls major company decisions.
+
+**Protective provisions (investor veto rights):**
+Common for investors to require consent for:
+
+- Selling the company
+- Issuing new equity
+- Taking on significant debt
+- Changing investor rights
+- Dividends
+
+Negotiate: keep list narrow. Broad protective provisions limit operational freedom.
+
+**Pro rata rights:** Right to invest in future rounds to maintain ownership percentage.
+Standard request. Reasonable to grant.
+
+**Information rights:** Right to receive financial statements.
+Standard. Typically quarterly unaudited, annual audited.
+
+**Right of first refusal (ROFR):** Right to buy shares before founder/employee sells to third party.
+Standard. Reasonable.
+
+**Co-sale right (tag-along):** Right to sell pro-rata shares alongside founders.
+Standard. Reasonable.
+
+---
+
+## Cap table
+
+Track from day one. Every equity issuance, every round, every option grant.
+
+**Fully diluted:** Includes all potential shares — issued, options granted, warrants, SAFEs.
+All ownership percentages should be calculated on fully diluted basis.
+
+**Example Series A cap table:**
+
+```
+Founder 1:          1,000,000 shares   36.4%
+Founder 2:            800,000 shares   29.1%
+Employee option pool:  300,000 shares   10.9%
+Seed SAFE (converted):  200,000 shares    7.3%
+Series A investor:      450,000 shares   16.4%
+Total:               2,750,000 shares  100.0%
+```
+
+**Tools:** AngelList's Carta, Pulley, or simple spreadsheet early on.
+
+---
+
+## 83(b) Election
+
+**Critical for founders with vesting.** Must file within 30 days of receiving restricted stock.
+
+**Without 83(b):** Pay ordinary income tax on the value of shares as they vest.
+If company is worth $10M when shares vest, you owe tax on that value.
+
+**With 83(b):** Pay tax on the (usually tiny) value at time of grant.
+At grant: company worth $0 or very little → tax is minimal or zero.
+All future appreciation is capital gains (lower rate) when you sell.
+
+File Form 83(b) with IRS within 30 days. Send a copy to your company. Keep a copy.
+Missing the deadline cannot be fixed. This is a time-sensitive action.
+
+---
+
+## Key documents to have from day one
+
+**Founders' Agreement / Co-Founder Agreement:**
+
+- Ownership splits
+- Roles and responsibilities
+- Vesting schedules
+- What happens if a co-founder leaves
+- IP assignment (each founder assigns all prior work to the company)
+- Decision-making authority
+
+**Proprietary Information and Invention Assignment (PIIA / CIIAA):**
+Every employee and contractor must sign.
+Assigns all IP created for the company to the company.
+Without this: employees may claim ownership of their work product.
+
+**Stock option plan:**
+Board-approved plan governing all option grants.
+Typically 409A valuation updated annually.
+
+Sources: Y Combinator SAFE documentation (ycombinator.com/documents),
+NVCA Model Venture Capital Financing Documents (nvca.org),
+Cooley GO resources (cooleygo.com), Gunderson Dettmer startup guides,
+IRS Form 83(b) instructions, Cornell LII securities law

package/skills/legal/legal-tax/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.