opencode-knowledge-work 0.0.0-stage → 0.1.1

package/content/legal/skills/legal-triage-nda/SKILL.md

@@ -0,0 +1,262 @@
+---
+name: triage-nda
+description: Rapidly triage an incoming NDA and classify it as GREEN (standard approval), YELLOW (counsel review), or RED (full legal review). Use when a new NDA arrives from sales or business development, when screening for embedded non-solicits, non-competes, or missing carveouts, or when deciding whether an NDA can be signed under standard delegation.
+argument-hint: "<NDA file or text>"
+---
+
+# /triage-nda -- NDA Pre-Screening
+
+> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).
+
+Triage the NDA: @$1
+
+Rapidly triage incoming NDAs against standard screening criteria. Classify the NDA for routing: standard approval, counsel review, or full legal review.
+
+**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
+
+```
+/triage-nda
+```
+
+## Workflow
+
+### Step 1: Accept the NDA
+
+Accept the NDA in any format:
+- **File upload**: PDF, DOCX, or other document format
+- **URL**: Link to the NDA in a document system
+- **Pasted text**: NDA text pasted directly
+
+If no NDA is provided, prompt the user to supply one.
+
+### Step 2: Load NDA Playbook
+
+Look for NDA screening criteria in local settings (e.g., `legal.local.md`).
+
+The NDA playbook should define:
+- Mutual vs. unilateral requirements
+- Acceptable term lengths
+- Required carveouts
+- Prohibited provisions
+- Organization-specific requirements
+
+**If no NDA playbook is configured:**
+- Proceed with reasonable market-standard defaults
+- Note clearly that defaults are being used
+- Defaults applied:
+  - Mutual obligations required (unless the organization is only disclosing)
+  - Term: 2-3 years standard, up to 5 years for trade secrets
+  - Standard carveouts required: independently developed, publicly available, rightfully received from third party, required by law
+  - No non-solicitation or non-compete provisions
+  - No residuals clause (or narrowly scoped if present)
+  - Governing law in a reasonable commercial jurisdiction
+
+### Step 3: Quick Screen
+
+Evaluate the NDA against each screening criterion systematically.
+
+#### 1. Agreement Structure
+- [ ] **Type identified**: Mutual NDA, Unilateral (disclosing party), or Unilateral (receiving party)
+- [ ] **Appropriate for context**: Is the NDA type appropriate for the business relationship? (e.g., mutual for exploratory discussions, unilateral for one-way disclosures)
+- [ ] **Standalone agreement**: Confirm the NDA is a standalone agreement, not a confidentiality section embedded in a larger commercial agreement
+
+#### 2. Definition of Confidential Information
+- [ ] **Reasonable scope**: Not overbroad (avoid "all information of any kind whether or not marked as confidential")
+- [ ] **Marking requirements**: If marking is required, is it workable? (Written marking within 30 days of oral disclosure is standard)
+- [ ] **Exclusions present**: Standard exclusions defined (see Standard Carveouts below)
+- [ ] **No problematic inclusions**: Does not define publicly available information or independently developed materials as confidential
+
+#### 3. Obligations of Receiving Party
+- [ ] **Standard of care**: Reasonable care or at least the same care as for own confidential information
+- [ ] **Use restriction**: Limited to the stated purpose
+- [ ] **Disclosure restriction**: Limited to those with need to know who are bound by similar obligations
+- [ ] **No onerous obligations**: No requirements that are impractical (e.g., encrypting all communications, maintaining physical logs)
+
+#### 4. Standard Carveouts
+All of the following carveouts should be present:
+- [ ] **Public knowledge**: Information that is or becomes publicly available through no fault of the receiving party
+- [ ] **Prior possession**: Information already known to the receiving party before disclosure
+- [ ] **Independent development**: Information independently developed without use of or reference to confidential information
+- [ ] **Third-party receipt**: Information rightfully received from a third party without restriction
+- [ ] **Legal compulsion**: Right to disclose when required by law, regulation, or legal process (with notice to the disclosing party where legally permitted)
+
+#### 5. Permitted Disclosures
+- [ ] **Employees**: Can share with employees who need to know
+- [ ] **Contractors/advisors**: Can share with contractors, advisors, and professional consultants under similar confidentiality obligations
+- [ ] **Affiliates**: Can share with affiliates (if needed for the business purpose)
+- [ ] **Legal/regulatory**: Can disclose as required by law or regulation
+
+#### 6. Term and Duration
+- [ ] **Agreement term**: Reasonable period for the business relationship (1-3 years is standard)
+- [ ] **Confidentiality survival**: Obligations survive for a reasonable period after termination (2-5 years is standard; trade secrets may be longer)
+- [ ] **Not perpetual**: Avoid indefinite or perpetual confidentiality obligations (exception: trade secrets, which may warrant longer protection)
+
+#### 7. Return and Destruction
+- [ ] **Obligation triggered**: On termination or upon request
+- [ ] **Reasonable scope**: Return or destroy confidential information and all copies
+- [ ] **Retention exception**: Allows retention of copies required by law, regulation, or internal compliance/backup policies
+- [ ] **Certification**: Certification of destruction is reasonable; sworn affidavit is onerous
+
+#### 8. Remedies
+- [ ] **Injunctive relief**: Acknowledgment that breach may cause irreparable harm and equitable relief may be appropriate is standard
+- [ ] **No pre-determined damages**: Avoid liquidated damages clauses in NDAs
+- [ ] **Not one-sided**: Remedies provisions apply equally to both parties (in mutual NDAs)
+
+#### 9. Problematic Provisions to Flag
+- [ ] **No non-solicitation**: NDA should not contain employee non-solicitation provisions
+- [ ] **No non-compete**: NDA should not contain non-compete provisions
+- [ ] **No exclusivity**: NDA should not restrict either party from entering similar discussions with others
+- [ ] **No standstill**: NDA should not contain standstill or similar restrictive provisions (unless M&A context)
+- [ ] **No residuals clause** (or narrowly scoped): If a residuals clause is present, it should be limited to information retained in unaided memory of individuals and should not apply to trade secrets or patented information
+- [ ] **No IP assignment or license**: NDA should not grant any intellectual property rights
+- [ ] **No audit rights**: Unusual in standard NDAs
+
+#### 10. Governing Law and Jurisdiction
+- [ ] **Reasonable jurisdiction**: A well-established commercial jurisdiction
+- [ ] **Consistent**: Governing law and jurisdiction should be in the same or related jurisdictions
+- [ ] **No mandatory arbitration** (in standard NDAs): Litigation is generally preferred for NDA disputes
+
+### Step 4: Classify
+
+Based on the screening results, assign a classification:
+
+#### GREEN -- Standard Approval
+
+**All** of the following must be true:
+- NDA is mutual (or unilateral in the appropriate direction)
+- All standard carveouts are present
+- Term is within standard range (1-3 years, survival 2-5 years)
+- No non-solicitation, non-compete, or exclusivity provisions
+- No residuals clause, or residuals clause is narrowly scoped
+- Reasonable governing law jurisdiction
+- Standard remedies (no liquidated damages)
+- Permitted disclosures include employees, contractors, and advisors
+- Return/destruction provisions include retention exception for legal/compliance
+- Definition of confidential information is reasonably scoped
+
+**Routing**: Approve via standard delegation of authority. No counsel review required.
+- **Action**: Proceed to signature with standard delegation of authority
+
+#### YELLOW -- Counsel Review Needed
+
+**One or more** of the following are present, but the NDA is not fundamentally problematic:
+- Definition of confidential information is broader than preferred but not unreasonable
+- Term is longer than standard but within market range (e.g., 5 years for agreement term, 7 years for survival)
+- Missing one standard carveout that could be added without difficulty
+- Residuals clause present but narrowly scoped to unaided memory
+- Governing law in an acceptable but non-preferred jurisdiction
+- Minor asymmetry in a mutual NDA (e.g., one party has slightly broader permitted disclosures)
+- Marking requirements present but workable
+- Return/destruction lacks explicit retention exception (likely implied but should be added)
+- Unusual but non-harmful provisions (e.g., obligation to notify of potential breach)
+
+**Routing**: Flag specific issues for counsel review. Counsel can likely resolve with minor redlines in a single review pass.
+- **Action**: Counsel can likely resolve in a single review pass
+
+#### RED -- Significant Issues
+
+**One or more** of the following are present:
+- **Unilateral when mutual is required** (or wrong direction for the relationship)
+- **Missing critical carveouts** (especially independent development or legal compulsion)
+- **Non-solicitation or non-compete provisions** embedded in the NDA
+- **Exclusivity or standstill provisions** without appropriate business context
+- **Unreasonable term** (10+ years, or perpetual without trade secret justification)
+- **Overbroad definition** that could capture public information or independently developed materials
+- **Broad residuals clause** that effectively creates a license to use confidential information
+- **IP assignment or license grant** hidden in the NDA
+- **Liquidated damages or penalty provisions**
+- **Audit rights** without reasonable scope or notice requirements
+- **Highly unfavorable jurisdiction** with mandatory arbitration
+- **The document is not actually an NDA** (contains substantive commercial terms, exclusivity, or other obligations beyond confidentiality)
+
+**Routing**: Full legal review required. Do not sign. Requires negotiation, counterproposal with the organization's standard form NDA, or rejection.
+- **Action**: Do not sign; requires negotiation or counterproposal
+
+### Step 5: Generate Triage Report
+
+Output a structured report:
+
+```
+## NDA Triage Report
+
+**Classification**: [GREEN / YELLOW / RED]
+**Parties**: [party names]
+**Type**: [Mutual / Unilateral (disclosing) / Unilateral (receiving)]
+**Term**: [duration]
+**Governing Law**: [jurisdiction]
+**Review Basis**: [Playbook / Default Standards]
+
+## Screening Results
+
+| Criterion | Status | Notes |
+|-----------|--------|-------|
+| Mutual Obligations | [PASS/FLAG/FAIL] | [details] |
+| Definition Scope | [PASS/FLAG/FAIL] | [details] |
+| Term | [PASS/FLAG/FAIL] | [details] |
+| Standard Carveouts | [PASS/FLAG/FAIL] | [details] |
+| [etc.] | | |
+
+## Issues Found
+
+### [Issue 1 -- YELLOW/RED]
+**What**: [description]
+**Risk**: [what could go wrong]
+**Suggested Fix**: [specific language or approach]
+
+[Repeat for each issue]
+
+## Recommendation
+
+[Specific next step: approve, send for review with specific notes, or reject/counter]
+
+## Next Steps
+
+1. [Action item 1]
+2. [Action item 2]
+```
+
+### Step 6: Routing Suggestion
+
+Based on the classification, recommend the appropriate next step:
+
+| Classification | Recommended Action | Typical Timeline |
+|---|---|---|
+| GREEN | Approve and route for signature per delegation of authority | Same day |
+| YELLOW | Send to designated reviewer with specific issues flagged | 1-2 business days |
+| RED | Engage counsel for full review; prepare counterproposal or standard form | 3-5 business days |
+
+For YELLOW and RED classifications:
+- Identify the specific person or role that should review (if the organization has defined routing rules)
+- Include a brief summary of issues suitable for the reviewer to quickly understand the key points
+- If the organization has a standard form NDA, recommend sending it as a counterproposal for RED-classified NDAs
+
+## Common NDA Issues and Standard Positions
+
+### Issue: Overbroad Definition of Confidential Information
+**Standard position**: Confidential information should be limited to non-public information disclosed in connection with the stated purpose, with clear exclusions.
+**Redline approach**: Narrow the definition to information that is marked or identified as confidential, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
+
+### Issue: Missing Independent Development Carveout
+**Standard position**: Must include a carveout for information independently developed without reference to or use of the disclosing party's confidential information.
+**Risk if missing**: Could create claims that internally-developed products or features were derived from the counterparty's confidential information.
+**Redline approach**: Add standard independent development carveout.
+
+### Issue: Non-Solicitation of Employees
+**Standard position**: Non-solicitation provisions do not belong in NDAs. They are appropriate in employment agreements, M&A agreements, or specific commercial agreements.
+**Redline approach**: Delete the provision entirely. If the counterparty insists, limit to targeted solicitation (not general recruitment) and set a short term (12 months).
+
+### Issue: Broad Residuals Clause
+**Standard position**: Resist residuals clauses. If required, limit to: (a) general ideas, concepts, know-how, or techniques retained in the unaided memory of individuals who had authorized access; (b) explicitly exclude trade secrets and patentable information; (c) does not grant any IP license.
+**Risk if too broad**: Effectively grants a license to use the disclosing party's confidential information for any purpose.
+
+### Issue: Perpetual Confidentiality Obligation
+**Standard position**: 2-5 years from disclosure or termination, whichever is later. Trade secrets may warrant protection for as long as they remain trade secrets.
+**Redline approach**: Replace perpetual obligation with a defined term. Offer a trade secret carveout for longer protection of qualifying information.
+
+## Notes
+
+- If the document is not actually an NDA (e.g., it's labeled as an NDA but contains substantive commercial terms), flag this immediately as a RED and recommend full contract review instead
+- For NDAs that are part of a larger agreement (e.g., confidentiality section in an MSA), note that the broader agreement context may affect the analysis
+- Always note that this is a screening tool and counsel should review any items the user is uncertain about

package/content/legal/skills/legal-vendor-check/SKILL.md

@@ -0,0 +1,159 @@
+---
+name: vendor-check
+description: Check the status of existing agreements with a vendor across all connected systems — CLM, CRM, email, and document storage — with gap analysis and upcoming deadlines. Use when onboarding or renewing a vendor, when you need a consolidated view of what's signed and what's missing (MSA, DPA, SOW), or when checking for approaching expirations and surviving obligations.
+argument-hint: "[vendor name]"
+---
+
+# /vendor-check -- Vendor Agreement Status
+
+> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).
+
+Check the status of existing agreements with a vendor across all connected systems. Provides a consolidated view of the legal relationship.
+
+**Important**: This command assists with legal workflows but does not provide legal advice. Agreement status reports should be verified against original documents by qualified legal professionals.
+
+## Invocation
+
+```
+/vendor-check [vendor name]
+```
+
+If no vendor name is provided, prompt the user to specify which vendor to check.
+
+## Workflow
+
+### Step 1: Identify the Vendor
+
+Accept the vendor name from the user. Handle common variations:
+- Full legal name vs. trade name (e.g., "Alphabet Inc." vs. "Google")
+- Abbreviations (e.g., "AWS" vs. "Amazon Web Services")
+- Parent/subsidiary relationships
+
+Ask the user to clarify if the vendor name is ambiguous.
+
+### Step 2: Search Connected Systems
+
+Search for the vendor across all available connected systems, in priority order:
+
+#### CLM (Contract Lifecycle Management) -- If Connected
+Search for all contracts involving the vendor:
+- Active agreements
+- Expired agreements (last 3 years)
+- Agreements in negotiation or pending signature
+- Amendments and addenda
+
+#### CRM -- If Connected
+Search for the vendor/account record:
+- Account status and relationship type
+- Associated opportunities or deals
+- Contact information for vendor's legal/contracts team
+
+#### Email -- If Connected
+Search for recent relevant correspondence:
+- Contract-related emails (last 6 months)
+- NDA or agreement attachments
+- Negotiation threads
+
+#### Documents (e.g., Box, Egnyte, SharePoint) -- If Connected
+Search for:
+- Executed agreements
+- Redlines and drafts
+- Due diligence materials
+
+#### Chat (e.g., Slack, Teams) -- If Connected
+Search for recent mentions:
+- Contract requests involving this vendor
+- Legal questions about the vendor
+- Relevant team discussions (last 3 months)
+
+### Step 3: Compile Agreement Status
+
+For each agreement found, report:
+
+| Field | Details |
+|-------|---------|
+| **Agreement Type** | NDA, MSA, SOW, DPA, SLA, License Agreement, etc. |
+| **Status** | Active, Expired, In Negotiation, Pending Signature |
+| **Effective Date** | When the agreement started |
+| **Expiration Date** | When it expires or renews |
+| **Auto-Renewal** | Yes/No, with renewal term and notice period |
+| **Key Terms** | Liability cap, governing law, termination provisions |
+| **Amendments** | Any amendments or addenda on file |
+
+### Step 4: Gap Analysis
+
+Identify what agreements exist and what might be missing:
+
+```
+## Agreement Coverage
+
+[CHECK] NDA -- [status]
+[CHECK/MISSING] MSA -- [status or "Not found"]
+[CHECK/MISSING] DPA -- [status or "Not found"]
+[CHECK/MISSING] SOW(s) -- [status or "Not found"]
+[CHECK/MISSING] SLA -- [status or "Not found"]
+[CHECK/MISSING] Insurance Certificate -- [status or "Not found"]
+```
+
+Flag any gaps that may be needed based on the relationship type (e.g., if there is an MSA but no DPA and the vendor handles personal data).
+
+### Step 5: Generate Report
+
+Output a consolidated report:
+
+```
+## Vendor Agreement Status: [Vendor Name]
+
+**Search Date**: [today's date]
+**Sources Checked**: [list of systems searched]
+**Sources Unavailable**: [list of systems not connected, if any]
+
+## Relationship Overview
+
+**Vendor**: [full legal name]
+**Relationship Type**: [vendor/partner/customer/etc.]
+**CRM Status**: [if available]
+
+## Agreement Summary
+
+### [Agreement Type 1] -- [Status]
+- **Effective**: [date]
+- **Expires**: [date] ([auto-renews / does not auto-renew])
+- **Key Terms**: [summary of material terms]
+- **Location**: [where the executed copy is stored]
+
+### [Agreement Type 2] -- [Status]
+[etc.]
+
+## Gap Analysis
+
+[What's in place vs. what may be needed]
+
+## Upcoming Actions
+
+- [Any approaching expirations or renewal deadlines]
+- [Required agreements not yet in place]
+- [Amendments or updates that may be needed]
+
+## Notes
+
+[Any relevant context from email/chat searches]
+```
+
+### Step 6: Handle Missing Sources
+
+If key systems are not connected via MCP:
+
+- **No CLM**: Note that no CLM is connected. Suggest the user check their CLM manually. Report what was found in other systems.
+- **No CRM**: Skip CRM context. Note the gap.
+- **No Email**: Note that email was not searched. Suggest the user search their email for "[vendor name] agreement" or "[vendor name] NDA".
+- **No Documents**: Note that document storage was not searched.
+
+Always clearly state which sources were checked and which were not, so the user knows the completeness of the report.
+
+## Notes
+
+- If no agreements are found in any connected system, report that clearly and ask the user if they have agreements stored elsewhere
+- For vendor groups (e.g., a vendor with multiple subsidiaries), ask whether the user wants to check a specific entity or the entire group
+- Flag any agreements that are expired but may still have surviving obligations (confidentiality, indemnification, etc.)
+- If an agreement is approaching expiration (within 90 days), highlight this prominently

package/content/manifest.json

@@ -0,0 +1,86 @@
+{
+  "upstream": "https://github.com/anthropics/knowledge-work-plugins",
+  "sha": "02ffa99ff00ce4d3046ccebabb8357cb39f3ab06",
+  "plugins": {
+    "bio-research": {
+      "skills": 6,
+      "commands": 0,
+      "servers": 11
+    },
+    "customer-support": {
+      "skills": 5,
+      "commands": 0,
+      "servers": 8
+    },
+    "data": {
+      "skills": 10,
+      "commands": 0,
+      "servers": 8
+    },
+    "design": {
+      "skills": 7,
+      "commands": 0,
+      "servers": 9
+    },
+    "engineering": {
+      "skills": 10,
+      "commands": 0,
+      "servers": 10
+    },
+    "enterprise-search": {
+      "skills": 5,
+      "commands": 0,
+      "servers": 7
+    },
+    "finance": {
+      "skills": 8,
+      "commands": 0,
+      "servers": 6
+    },
+    "human-resources": {
+      "skills": 9,
+      "commands": 0,
+      "servers": 5
+    },
+    "legal": {
+      "skills": 9,
+      "commands": 0,
+      "servers": 7
+    },
+    "marketing": {
+      "skills": 8,
+      "commands": 0,
+      "servers": 13
+    },
+    "operations": {
+      "skills": 9,
+      "commands": 0,
+      "servers": 6
+    },
+    "pdf-viewer": {
+      "skills": 1,
+      "commands": 4,
+      "servers": 1
+    },
+    "product-management": {
+      "skills": 8,
+      "commands": 1,
+      "servers": 16
+    },
+    "productivity": {
+      "skills": 4,
+      "commands": 0,
+      "servers": 9
+    },
+    "sales": {
+      "skills": 36,
+      "commands": 0,
+      "servers": 23
+    },
+    "small-business": {
+      "skills": 44,
+      "commands": 0,
+      "servers": 35
+    }
+  }
+}

package/content/marketing/.mcp.json

@@ -0,0 +1,60 @@
+{
+  "mcpServers": {
+    "slack": {
+      "type": "http",
+      "url": "https://mcp.slack.com/mcp",
+      "oauth": {
+        "clientId": "1601185624273.8899143856786",
+        "callbackPort": 3118
+      }
+    },
+    "canva": {
+      "type": "http",
+      "url": "https://mcp.canva.com/mcp"
+    },
+    "figma": {
+      "type": "http",
+      "url": "https://mcp.figma.com/mcp"
+    },
+    "hubspot": {
+      "type": "http",
+      "url": "https://mcp.hubspot.com/anthropic"
+    },
+    "amplitude": {
+      "type": "http",
+      "url": "https://mcp.amplitude.com/mcp"
+    },
+    "amplitude-eu": {
+      "type": "http",
+      "url": "https://mcp.eu.amplitude.com/mcp"
+    },
+    "notion": {
+      "type": "http",
+      "url": "https://mcp.notion.com/mcp"
+    },
+    "ahrefs": {
+      "type": "http",
+      "url": "https://api.ahrefs.com/mcp/mcp"
+    },
+    "similarweb": {
+      "type": "http",
+      "url": "https://mcp.similarweb.com"
+    },
+    "klaviyo": {
+      "type": "http",
+      "url": "https://mcp.klaviyo.com/mcp"
+    },
+    "supermetrics": {
+      "type": "http",
+      "url": "https://mcp.supermetrics.com/mcp"
+    },
+    "google calendar": {
+      "type": "http",
+      "url": ""
+    },
+    "gmail": {
+      "type": "http",
+      "url": ""
+    }
+  }
+}

package/content/marketing/CONNECTORS.md

@@ -0,0 +1,20 @@
+# Connectors
+
+## How tool references work
+
+Plugin files use `~~category` as a placeholder for whatever tool the user connects in that category. For example, `~~marketing automation` might mean HubSpot, Marketo, or any other marketing platform with an MCP server.
+
+Plugins are **tool-agnostic** — they describe workflows in terms of categories (design, SEO, email marketing, etc.) rather than specific products. The `.mcp.json` pre-configures specific MCP servers, but any MCP server in that category works.
+
+## Connectors for this plugin
+
+| Category | Placeholder | Included servers | Other options |
+|----------|-------------|-----------------|---------------|
+| Chat | `~~chat` | Slack | Microsoft Teams |
+| Design | `~~design` | Canva, Figma | Adobe Creative Cloud |
+| Marketing automation | `~~marketing automation` | HubSpot | Marketo, Pardot, Mailchimp |
+| Product analytics | `~~product analytics` | Amplitude | Mixpanel, Google Analytics |
+| Knowledge base | `~~knowledge base` | Notion | Confluence, Guru |
+| SEO | `~~SEO` | Ahrefs, Similarweb | Semrush, Moz |
+| Email marketing | `~~email marketing` | Klaviyo | Mailchimp, Brevo, Customer.io |
+| Marketing analytics | `~~marketing analytics` | Supermetrics | Google Analytics, Mailchimp, Semrush |