opencode-knowledge-work 0.0.0-stage → 0.1.0

package/content/legal/skills/legal-review-contract/SKILL.md

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+---
+name: review-contract
+description: Review a contract against your organization's negotiation playbook — flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis against standard positions, or when preparing a negotiation strategy with prioritized redlines and fallback positions.
+argument-hint: "<contract file or text>"
+---
+
+# /review-contract -- Contract Review Against Playbook
+
+> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).
+
+Review a contract against your organization's negotiation playbook. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.
+
+**Important**: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.
+
+## Invocation
+
+```
+/review-contract <contract file or URL>
+```
+
+Review the contract: @$1
+
+## Workflow
+
+### Step 1: Accept the Contract
+
+Accept the contract in any of these formats:
+- **File upload**: PDF, DOCX, or other document format
+- **URL**: Link to a contract in your CLM, cloud storage (e.g., Box, Egnyte, SharePoint), or other document system
+- **Pasted text**: Contract text pasted directly into the conversation
+
+If no contract is provided, prompt the user to supply one.
+
+### Step 2: Gather Context
+
+Ask the user for context before beginning the review:
+
+1. **Which side are you on?** (vendor/supplier, customer/buyer, licensor, licensee, partner -- or other)
+2. **Deadline**: When does this need to be finalized? (Affects prioritization of issues)
+3. **Focus areas**: Any specific concerns? (e.g., "data protection is critical", "we need flexibility on term", "IP ownership is the key issue")
+4. **Deal context**: Any relevant business context? (e.g., deal size, strategic importance, existing relationship)
+
+If the user provides partial context, proceed with what you have and note assumptions.
+
+### Step 3: Load the Playbook
+
+Look for the organization's contract review playbook in local settings (e.g., `legal.local.md` or similar configuration files).
+
+The playbook should define:
+- **Standard positions**: The organization's preferred terms for each major clause type
+- **Acceptable ranges**: Terms that can be agreed to without escalation
+- **Escalation triggers**: Terms that require senior counsel review or outside counsel involvement
+
+**If no playbook is configured:**
+- Inform the user that no playbook was found
+- Offer two options:
+  1. Help the user set up their playbook (walk through defining positions for key clauses)
+  2. Proceed with a generic review using widely-accepted commercial standards as the baseline
+- If proceeding generically, clearly note that the review is based on general commercial standards, not the organization's specific positions
+
+### Step 4: Clause-by-Clause Analysis
+
+Apply the following review process:
+
+1. **Identify the contract type**: SaaS agreement, professional services, license, partnership, procurement, etc. The contract type affects which clauses are most material.
+2. **Determine the user's side**: Vendor, customer, licensor, licensee, partner. This fundamentally changes the analysis (e.g., limitation of liability protections favor different parties).
+3. **Read the entire contract** before flagging issues. Clauses interact with each other (e.g., an uncapped indemnity may be partially mitigated by a broad limitation of liability).
+4. **Analyze each material clause** against the playbook position.
+5. **Consider the contract holistically**: Are the overall risk allocation and commercial terms balanced?
+
+Analyze the contract systematically, covering at minimum:
+
+| Clause Category | Key Review Points |
+|----------------|-------------------|
+| **Limitation of Liability** | Cap amount, carveouts, mutual vs. unilateral, consequential damages |
+| **Indemnification** | Scope, mutual vs. unilateral, cap, IP infringement, data breach |
+| **IP Ownership** | Pre-existing IP, developed IP, work-for-hire, license grants, assignment |
+| **Data Protection** | DPA requirement, processing terms, sub-processors, breach notification, cross-border transfers |
+| **Confidentiality** | Scope, term, carveouts, return/destruction obligations |
+| **Representations & Warranties** | Scope, disclaimers, survival period |
+| **Term & Termination** | Duration, renewal, termination for convenience, termination for cause, wind-down |
+| **Governing Law & Dispute Resolution** | Jurisdiction, venue, arbitration vs. litigation |
+| **Insurance** | Coverage requirements, minimums, evidence of coverage |
+| **Assignment** | Consent requirements, change of control, exceptions |
+| **Force Majeure** | Scope, notification, termination rights |
+| **Payment Terms** | Net terms, late fees, taxes, price escalation |
+
+For each clause, assess against the playbook (or generic standards) and note whether it is present, absent, or unusual.
+
+#### Detailed Clause Guidance
+
+##### Limitation of Liability
+
+**Key elements to review:**
+- Cap amount (fixed dollar amount, multiple of fees, or uncapped)
+- Whether the cap is mutual or applies differently to each party
+- Carveouts from the cap (what liabilities are uncapped)
+- Whether consequential, indirect, special, or punitive damages are excluded
+- Whether the exclusion is mutual
+- Carveouts from the consequential damages exclusion
+- Whether the cap applies per-claim, per-year, or aggregate
+
+**Common issues:**
+- Cap set at a fraction of fees paid (e.g., "fees paid in the prior 3 months" on a low-value contract)
+- Asymmetric carveouts favoring the drafter
+- Broad carveouts that effectively eliminate the cap (e.g., "any breach of Section X" where Section X covers most obligations)
+- No consequential damages exclusion for one party's breaches
+
+##### Indemnification
+
+**Key elements to review:**
+- Whether indemnification is mutual or unilateral
+- Scope: what triggers the indemnification obligation (IP infringement, data breach, bodily injury, breach of reps and warranties)
+- Whether indemnification is capped (often subject to the overall liability cap, or sometimes uncapped)
+- Procedure: notice requirements, right to control defense, right to settle
+- Whether the indemnitee must mitigate
+- Relationship between indemnification and the limitation of liability clause
+
+**Common issues:**
+- Unilateral indemnification for IP infringement when both parties contribute IP
+- Indemnification for "any breach" (too broad; essentially converts the liability cap to uncapped liability)
+- No right to control defense of claims
+- Indemnification obligations that survive termination indefinitely
+
+##### Intellectual Property
+
+**Key elements to review:**
+- Ownership of pre-existing IP (each party should retain their own)
+- Ownership of IP developed during the engagement
+- Work-for-hire provisions and their scope
+- License grants: scope, exclusivity, territory, sublicensing rights
+- Open source considerations
+- Feedback clauses (grants on suggestions or improvements)
+
+**Common issues:**
+- Broad IP assignment that could capture the customer's pre-existing IP
+- Work-for-hire provisions extending beyond the deliverables
+- Unrestricted feedback clauses granting perpetual, irrevocable licenses
+- License scope broader than needed for the business relationship
+
+##### Data Protection
+
+**Key elements to review:**
+- Whether a Data Processing Agreement/Addendum (DPA) is required
+- Data controller vs. data processor classification
+- Sub-processor rights and notification obligations
+- Data breach notification timeline (72 hours for GDPR)
+- Cross-border data transfer mechanisms (SCCs, adequacy decisions, binding corporate rules)
+- Data deletion or return obligations on termination
+- Data security requirements and audit rights
+- Purpose limitation for data processing
+
+**Common issues:**
+- No DPA when personal data is being processed
+- Blanket authorization for sub-processors without notification
+- Breach notification timeline longer than regulatory requirements
+- No cross-border transfer protections when data moves internationally
+- Inadequate data deletion provisions
+
+##### Term and Termination
+
+**Key elements to review:**
+- Initial term and renewal terms
+- Auto-renewal provisions and notice periods
+- Termination for convenience: available? notice period? early termination fees?
+- Termination for cause: cure period? what constitutes cause?
+- Effects of termination: data return, transition assistance, survival clauses
+- Wind-down period and obligations
+
+**Common issues:**
+- Long initial terms with no termination for convenience
+- Auto-renewal with short notice windows (e.g., 30-day notice for annual renewal)
+- No cure period for termination for cause
+- Inadequate transition assistance provisions
+- Survival clauses that effectively extend the agreement indefinitely
+
+##### Governing Law and Dispute Resolution
+
+**Key elements to review:**
+- Choice of law (governing jurisdiction)
+- Dispute resolution mechanism (litigation, arbitration, mediation first)
+- Venue and jurisdiction for litigation
+- Arbitration rules and seat (if arbitration)
+- Jury waiver
+- Class action waiver
+- Prevailing party attorney's fees
+
+**Common issues:**
+- Unfavorable jurisdiction (unusual or remote venue)
+- Mandatory arbitration with rules favorable to the drafter
+- Waiver of jury trial without corresponding protections
+- No escalation process before formal dispute resolution
+
+### Step 5: Flag Deviations
+
+Classify each deviation from the playbook using a three-tier system:
+
+#### GREEN -- Acceptable
+
+The clause aligns with or is better than the organization's standard position. Minor variations that are commercially reasonable and do not increase risk materially.
+
+**Examples:**
+- Liability cap at 18 months of fees when standard is 12 months (better for the customer)
+- Mutual NDA term of 2 years when standard is 3 years (shorter but reasonable)
+- Governing law in a well-established commercial jurisdiction close to the preferred one
+
+**Action**: Note for awareness. No negotiation needed.
+
+#### YELLOW -- Negotiate
+
+The clause falls outside the standard position but within a negotiable range. The term is common in the market but not the organization's preference. Requires attention and likely negotiation, but not escalation.
+
+**Examples:**
+- Liability cap at 6 months of fees when standard is 12 months (below standard but negotiable)
+- Unilateral indemnification for IP infringement when standard is mutual (common market position but not preferred)
+- Auto-renewal with 60-day notice when standard is 90 days
+- Governing law in an acceptable but not preferred jurisdiction
+
+**Action**: Generate specific redline language. Provide fallback position. Estimate business impact of accepting vs. negotiating.
+- **Include**: Specific redline language to bring the term back to standard position
+- **Include**: Fallback position if the counterparty pushes back
+- **Include**: Business impact of accepting as-is vs. negotiating
+
+#### RED -- Escalate
+
+The clause falls outside acceptable range, triggers a defined escalation criterion, or poses material risk. Requires senior counsel review, outside counsel involvement, or business decision-maker sign-off.
+
+**Examples:**
+- Uncapped liability or no limitation of liability clause
+- Unilateral broad indemnification with no cap
+- IP assignment of pre-existing IP
+- No DPA offered when personal data is processed
+- Unreasonable non-compete or exclusivity provisions
+- Governing law in a problematic jurisdiction with mandatory arbitration
+
+**Action**: Explain the specific risk. Provide market-standard alternative language. Estimate exposure. Recommend escalation path.
+- **Include**: Why this is a RED flag (specific risk)
+- **Include**: What the standard market position looks like
+- **Include**: Business impact and potential exposure
+- **Include**: Recommended escalation path
+
+### Step 6: Generate Redline Suggestions
+
+For each YELLOW and RED deviation, provide:
+- **Current language**: Quote the relevant contract text
+- **Suggested redline**: Specific alternative language
+- **Rationale**: Brief explanation suitable for sharing with the counterparty
+- **Priority**: Whether this is a must-have or nice-to-have in negotiation
+
+#### Redline Generation Best Practices
+
+When generating redline suggestions:
+
+1. **Be specific**: Provide exact language, not vague guidance. The redline should be ready to insert.
+2. **Be balanced**: Propose language that is firm on critical points but commercially reasonable. Overly aggressive redlines slow negotiations.
+3. **Explain the rationale**: Include a brief, professional rationale suitable for sharing with the counterparty's counsel.
+4. **Provide fallback positions**: For YELLOW items, include a fallback position if the primary ask is rejected.
+5. **Prioritize**: Not all redlines are equal. Indicate which are must-haves and which are nice-to-haves.
+6. **Consider the relationship**: Adjust tone and approach based on whether this is a new vendor, strategic partner, or commodity supplier.
+
+#### Redline Format
+
+For each redline:
+```
+**Clause**: [Section reference and clause name]
+**Current language**: "[exact quote from the contract]"
+**Proposed redline**: "[specific alternative language with additions in bold and deletions struck through conceptually]"
+**Rationale**: [1-2 sentences explaining why, suitable for external sharing]
+**Priority**: [Must-have / Should-have / Nice-to-have]
+**Fallback**: [Alternative position if primary redline is rejected]
+```
+
+### Step 7: Business Impact Summary
+
+Provide a summary section covering:
+- **Overall risk assessment**: High-level view of the contract's risk profile
+- **Top 3 issues**: The most important items to address
+- **Negotiation strategy**: Recommended approach (which issues to lead with, what to concede)
+- **Timeline considerations**: Any urgency factors affecting the negotiation approach
+
+#### Negotiation Priority Framework
+
+When presenting redlines, organize by negotiation priority:
+
+**Tier 1 -- Must-Haves (Deal Breakers)**
+Issues where the organization cannot proceed without resolution:
+- Uncapped or materially insufficient liability protections
+- Missing data protection requirements for regulated data
+- IP provisions that could jeopardize core assets
+- Terms that conflict with regulatory obligations
+
+**Tier 2 -- Should-Haves (Strong Preferences)**
+Issues that materially affect risk but have negotiation room:
+- Liability cap adjustments within range
+- Indemnification scope and mutuality
+- Termination flexibility
+- Audit and compliance rights
+
+**Tier 3 -- Nice-to-Haves (Concession Candidates)**
+Issues that improve the position but can be conceded strategically:
+- Preferred governing law (if alternative is acceptable)
+- Notice period preferences
+- Minor definitional improvements
+- Insurance certificate requirements
+
+**Negotiation strategy**: Lead with Tier 1 items. Trade Tier 3 concessions to secure Tier 2 wins. Never concede on Tier 1 without escalation.
+
+### Step 8: CLM Routing (If Connected)
+
+If a Contract Lifecycle Management system is connected via MCP:
+- Recommend the appropriate approval workflow based on contract type and risk level
+- Suggest the correct routing path (e.g., standard approval, senior counsel, outside counsel)
+- Note any required approvals based on contract value or risk flags
+
+If no CLM is connected, skip this step.
+
+## Output Format
+
+Structure the output as:
+
+```
+## Contract Review Summary
+
+**Document**: [contract name/identifier]
+**Parties**: [party names and roles]
+**Your Side**: [vendor/customer/etc.]
+**Deadline**: [if provided]
+**Review Basis**: [Playbook / Generic Standards]
+
+## Key Findings
+
+[Top 3-5 issues with severity flags]
+
+## Clause-by-Clause Analysis
+
+### [Clause Category] -- [GREEN/YELLOW/RED]
+**Contract says**: [summary of the provision]
+**Playbook position**: [your standard]
+**Deviation**: [description of gap]
+**Business impact**: [what this means practically]
+**Redline suggestion**: [specific language, if YELLOW or RED]
+
+[Repeat for each major clause]
+
+## Negotiation Strategy
+
+[Recommended approach, priorities, concession candidates]
+
+## Next Steps
+
+[Specific actions to take]
+```
+
+## Notes
+
+- If the contract is in a language other than English, note this and ask if the user wants a translation or review in the original language
+- For very long contracts (50+ pages), offer to focus on the most material sections first and then do a complete review
+- Always remind the user that this analysis should be reviewed by qualified legal counsel before being relied upon for legal decisions

package/content/legal/skills/legal-signature-request/SKILL.md

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+---
+name: signature-request
+description: Prepare and route a document for e-signature — run a pre-signature checklist, configure signing order, and send for execution. Use when a contract is finalized and ready to sign, when verifying entity names, exhibits, and signature blocks before sending, or when setting up an envelope with sequential or parallel signers.
+argument-hint: "<document or contract to send>"
+---
+
+# /signature-request -- E-Signature Routing
+
+> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).
+
+Prepare a document for electronic signature — verify completeness, set signing order, and route for execution.
+
+**Important**: This command assists with legal workflows but does not provide legal advice. Verify documents are in final form before sending for signature.
+
+## Usage
+
+```
+/signature-request $ARGUMENTS
+```
+
+Prepare for signature: @$1
+
+## Workflow
+
+### Step 1: Accept the Document
+
+Accept the document in any format:
+- **File upload**: PDF, DOCX
+- **URL**: Link to a document in ~~cloud storage or ~~CLM
+- **Reference**: "The Acme Corp MSA we finalized yesterday"
+
+### Step 2: Pre-Signature Checklist
+
+Before routing for signature, verify:
+
+```markdown
+## Pre-Signature Checklist
+
+- [ ] Document is in final, agreed form (no open redlines)
+- [ ] All exhibits and schedules are attached
+- [ ] Correct legal entity names on signature blocks
+- [ ] Dates are correct or left blank for execution date
+- [ ] Signature blocks match the authorized signers
+- [ ] Any required internal approvals have been obtained
+- [ ] Document has been reviewed by appropriate counsel
+```
+
+### Step 3: Configure Signing
+
+Gather signing details:
+- **Signers**: Who needs to sign? (names, emails, titles)
+- **Signing order**: Sequential or parallel?
+- **Internal approval**: Does anyone need to approve before the counterparty signs?
+- **CC recipients**: Who should receive a copy of the executed document?
+
+### Step 4: Route for Signature
+
+**If ~~e-signature is connected:**
+- Create the signature envelope/request
+- Set signing fields and order
+- Add any required initials or date fields
+- Send for signature
+
+**If not connected:**
+- Generate a signing instruction document
+- Provide the document formatted for wet signature or manual e-sign
+- List all signers with contact information
+
+## Output
+
+```markdown
+## Signature Request: [Document Title]
+
+### Document Details
+- **Type**: [MSA / NDA / SOW / Amendment / etc.]
+- **Parties**: [Party A] and [Party B]
+- **Pages**: [X]
+
+### Pre-Signature Check: [PASS / ISSUES FOUND]
+[List any issues that need attention before sending]
+
+### Signing Configuration
+| Order | Signer | Email | Role |
+|-------|--------|-------|------|
+| 1 | [Name] | [email] | [Party A Authorized Signatory] |
+| 2 | [Name] | [email] | [Party B Authorized Signatory] |
+
+### CC Recipients
+- [Name] — [email]
+
+### Status
+[Sent for signature / Ready to send / Issues to resolve first]
+
+### Next Steps
+- [What to expect after sending]
+- [Expected turnaround time]
+- [Follow-up if not signed within X days]
+```
+
+## Tips
+
+1. **Check entity names carefully** — The most common signing error is incorrect legal entity names.
+2. **Verify authority** — Make sure each signer is authorized to bind their organization.
+3. **Keep a copy** — Executed copies should be filed in ~~cloud storage or ~~CLM immediately after execution.