skilldrop-cli 1.7.0 → 1.9.0

package/packs/startup-legal/skills/contract-check/evals/files/2/consulting-agreement.md

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+# CONSULTING AGREEMENT
+
+This Consulting Agreement (the "Agreement") is entered into on February 30, 2027 (the "Effective Date") by and between Halyard Robotics, Inc., a Delaware corporation with offices at 410 Pier Lane, Port Ardent, Oregon ("Company"), and Quint Industrial Design LLC, an Oregon limited liability company ("Consultant").
+
+## 1. Services
+1.1 Consultant will perform the industrial design services described in Exhibit A (the "Services") and deliver the items listed there (the "Deliverables").
+1.2 Any change to the Services must be agreed in a written change order signed by both parties.
+1.3 Consultant will perform the Services using its own personnel, tools and equipment.
+
+## 2. Fees and Payment
+2.1 Company will pay Consultant a fixed fee of Twelve Thousand Dollars ($21,000) for the Services, payable in the installments set out in Exhibit B.
+2.2 Consultant will invoice Company for each installment when due. Company will pay each undisputed invoice within thirty (30) days of receipt.
+2.3 Company will reimburse reasonable travel expenses approved in advance in writing, up to $[________] per calendar month.
+
+## 3. Term and Termination
+3.1 This Agreement starts on the Effective Date and continues until the Services are complete, unless terminated earlier under this Section 3.
+3.2 Consultant may terminate this Agreement for any reason on five (5) days' written notice to Company.
+3.3 Company may terminate this Agreement only if Consultant materially breaches it and fails to cure the breach within thirty (30) days of written notice.
+3.4 On any termination, Company will pay Consultant the full fee in Section 2.1, whether or not the Services have been performed.
+3.5 Sections 5, 6, 9 and 10 survive termination.
+
+## 4. Independent Contractor
+4.1 Consultant is an independent contractor. Nothing in this Agreement creates an employment, partnership or agency relationship.
+4.2 Consultant is solely responsible for its own taxes, insurance and benefits.
+
+## 5. Confidentiality
+5.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.
+5.2 Each party will use the other party's Confidential Information only to perform this Agreement and will not disclose it to any third party.
+5.3 These obligations continue for three (3) years after this Agreement ends.
+
+## 6. Intellectual Property
+6.1 Consultant retains all right, title and interest in the Deliverables, including all designs, sketches, CAD files, renderings and prototypes created under this Agreement.
+6.2 Upon payment in full, Consultant grants Company a non-exclusive, non-transferable license to use the Deliverables for Company's internal business purposes.
+6.3 Consultant may display the Deliverables in its portfolio and may license the same or similar designs to third parties.
+
+## 8. Warranties
+8.1 Consultant warrants that it will perform the Services in a professional and workmanlike manner.
+8.2 EXCEPT AS STATED IN SECTION 8.1, CONSULTANT MAKES NO WARRANTIES, EXPRESS OR IMPLIED.
+
+## 9. Limitation of Liability
+9.1 Neither party is liable to the other for indirect, incidental or consequential damages.
+9.2 Each party's total liability under this Agreement will not exceed the fees paid or payable under this Agreement.
+9.3 The limits in this Section 9 do not apply to Company's obligations under Section 10.
+
+## 10. Indemnification
+10.1 Company will defend, indemnify and hold harmless Consultant and its members from any claim, loss or expense arising out of Company's use of the Deliverables, including any claim that the Deliverables infringe a third party's intellectual property rights.
+
+## 11. General
+11.1 This Agreement is governed by the laws of the State of Oregon.
+11.2 Notices must be in writing and sent to the addresses in Exhibit C.
+11.3 This Agreement is the entire agreement between the parties and may be amended only in a writing signed by both parties.
+11.4 Neither party may assign this Agreement without the other party's written consent.
+
+## Exhibit A - Services and Deliverables
+- Three concept directions for the housing of the Halyard H2 dock-inspection robot
+- One refined direction as a CAD surface model (STEP and native files)
+- One appearance prototype of the refined direction
+
+## Exhibit B - Payment Schedule
+- 50% of the fee on signing
+- 50% of the fee on delivery of the appearance prototype
+
+Halyard Robotics, Inc.            By: ______________  Name: Dana Okafor, CEO
+Quint Industrial Design LLC       By: ______________  Name: Marisol Quint, Managing Member

package/packs/startup-legal/skills/contract-check/evals/files/3/reseller-agreement.md

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+# RESELLER AGREEMENT
+
+THIS AGREEMENT is dated 1 April 2027 and is made between:
+(1) BRIGHTMOOR ANALYTICS LTD, a company registered in England and Wales (company number 14820377), whose registered office is at 9 Mill Wharf, Wexcombe WX1 4AB ("Supplier"); and
+(2) CALDER SYSTEMS DISTRIBUTION LTD, a company registered in England and Wales (company number 08154420), whose registered office is at [                    ] ("Reseller").
+
+## 1. Definitions
+1.1 "Commencement Date" means 1 April 2027.
+1.2 "Customer" means a public-sector body in the Territory that buys a Subscription from Reseller.
+1.3 "Software" means Supplier's Brightmoor Insight planning-analytics platform described in Schedule 1.
+1.4 "Subscription" means a right for one Customer to use the Software for twelve (12) months.
+1.5 "Price List" means Supplier's list prices set out in Schedule 2, as updated under clause 5.4.
+1.6 "Territory" means England and Wales.
+
+## 2. Appointment
+2.1 Supplier appoints Reseller as its exclusive reseller of the Software in the Territory, and Reseller accepts the appointment.
+2.2 During the Term, Supplier will not sell, license or supply the Software, directly or through any other person, to any public-sector body in the Territory, and will refer every enquiry from such a body to Reseller.
+2.3 Reseller has no minimum purchase, sales or marketing obligation under this Agreement.
+2.4 Reseller may appoint sub-resellers in the Territory without Supplier's consent.
+
+## 3. Territory
+3.1 For the purposes of this Agreement, "Territory" means the United Kingdom and the Republic of Ireland.
+
+## 4. Term and Renewal
+4.1 This Agreement starts on the Commencement Date and continues until 31 March 2028 (the "Initial Term").
+4.2 At the end of the Initial Term and of each Renewal Term, this Agreement renews automatically for a further twenty-four (24) months (each a "Renewal Term") unless either party gives the other written notice of non-renewal at least ninety (90) days before the end of the then-current term.
+4.3 A notice under clause 4.2 must be sent by recorded delivery to the address given in clause 13.2.
+
+## 5. Prices and Payment
+5.1 For each Subscription it sells, Reseller will pay Supplier sixty per cent (60%) of the Net Revenue.
+5.2 Reseller will pay Supplier within ninety (90) days after the end of the month in which Reseller receives payment from the Customer. Reseller has no obligation to pay Supplier for any Subscription for which the Customer has not paid Reseller in full.
+5.3 Reseller will pay Supplier a one-off onboarding fee of fifteen thousand pounds (GBP 50,000) on the Commencement Date.
+5.4 Supplier may change the Price List on six (6) months' written notice, but not more than once in any twelve (12) month period.
+
+## 6. Supplier Obligations
+6.1 Supplier will provide second-line technical support to Reseller at the service levels set out in Schedule 3.
+6.2 Supplier will provide Reseller with sales and marketing materials and reasonable product training.
+
+## 7. Intellectual Property
+7.1 Supplier retains all intellectual property rights in the Software.
+7.2 Reseller may use Supplier's trade marks in the Territory solely to market the Software.
+
+## 8. Data Protection
+8.1 Each party will comply with the UK GDPR and the Data Protection Act 2018 in performing this Agreement.
+
+## 9. Warranties
+9.1 Supplier warrants that the Software will perform materially in accordance with Schedule 1.
+
+## 10. Indemnity
+10.1 Supplier will indemnify Reseller against all losses, damages, costs and expenses of any kind arising out of or in connection with the Software or this Agreement.
+
+## 11. Liability
+11.1 Nothing in this Agreement limits either party's liability for death or personal injury caused by negligence, or for fraud.
+11.2 Reseller's total liability under or in connection with this Agreement will not exceed ten thousand pounds (GBP 10,000).
+11.3 Supplier's liability under or in connection with this Agreement is not limited.
+
+## 12. Confidentiality
+12.1 Each party will keep the other party's confidential information confidential during the Term and for three (3) years afterwards.
+
+## 13. General
+13.1 This Agreement is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
+13.2 Notices must be in writing and sent to the registered office of the receiving party stated above.
+13.3 This Agreement is the entire agreement between the parties about its subject matter.
+
+## SCHEDULE 1 - The Software
+Brightmoor Insight: web-based planning-analytics dashboards for local-authority planning departments, hosted by Supplier in the UK.
+
+## SCHEDULE 2 - Price List
+Brightmoor Insight, per Customer, per year: GBP 18,000 (up to 25 named users); GBP 30,000 (unlimited users).

package/packs/startup-legal/skills/contract-check/examples/inputs/saas-agreement.md

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+# Software Services Agreement
+
+This Software Services Agreement (the "Agreement") is made on 31 June 2026 between Northgate Analytics Ltd, a company registered in England (the "Supplier"), and Brightloop Labs Inc. (the "Customer").
+
+## 1. Definitions
+
+1.1 "Services" means the hosted analytics platform described in Exhibit A.
+
+1.2 "Confidential Information" means any information disclosed by one party to the other that is marked confidential or would reasonably be understood to be confidential.
+
+1.3 "Customer Data" means data uploaded to the Services by the Customer.
+
+1.4 "Fees" means the fees set out in Exhibit B.
+
+## 2. Services
+
+2.1 The Supplier shall provide the Services to the Customer from the Effective Date in accordance with the service levels in Exhibit C.
+
+2.2 The Supplier may update the Services at any time, provided it does not materially reduce their functionality.
+
+## 3. Fees and Payment
+
+3.1 The Customer shall pay the Fees of [●] per month, invoiced monthly in advance.
+
+3.2 Invoices are payable within thirty (60) days of the invoice date.
+
+3.3 Late payments bear interest at four percent (4%) per month.
+
+## 4. Term and Renewal
+
+4.1 This Agreement starts on the Effective Date and continues for twelve (12) months (the "Initial Term").
+
+4.2 It renews automatically for successive twelve (12) month periods unless either party gives at least sixty (60) days' written notice before the end of the then-current term.
+
+## 5. Confidentiality
+
+5.1 Each party shall keep the other's confidential information secret and use it only to perform this Agreement.
+
+5.2 "Confidential Information" includes the terms of this Agreement.
+
+## 6. Liability
+
+6.1 The Supplier's total liability under this Agreement is limited to the Fees paid in the three (3) months before the claim.
+
+6.2 Nothing in Section 6.1 limits liability for death or personal injury caused by negligence.
+
+6.3 The Client shall indemnify the Supplier against any claim arising from the Client's use of the Services.
+
+## 8. Termination
+
+8.1 Either party may terminate this Agreement on ninety (90) days' written notice.
+
+8.2 On termination, Section 5 and Section 14.3 survive.
+
+## 9. General
+
+9.1 This Agreement is governed by the laws of England and Wales.
+
+Signed: ____________________
+
+# Exhibit A — Services
+
+1. Dashboards
+2. Data connectors
+
+# Exhibit B — Fees
+
+1. Platform fee: $2,000 per month

package/packs/startup-legal/skills/contract-check/examples/saas-agreement.md

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+# Worked example: a supplier's SaaS agreement
+
+## Input
+
+> *"Northgate sent their SaaS agreement for the analytics platform, it's in
+> [inputs/saas-agreement.md](inputs/saas-agreement.md). We're Brightloop, the customer. The
+> first year would end on 1 July 2027. Anything I should push back on before I sign?"*
+
+## What the check found
+
+```text
+27 numbered clauses, 8 defined terms, 2 schedules or exhibits (Exhibit A, Exhibit B).
+
+FAIL [line 3] “31 June 2026” is not a real date
+FAIL [line 17, clause 2.1] refers to Exhibit C, which isn't in the document
+FAIL [line 23, clause 3.1] a [●] placeholder is still in: “…all pay the Fees of [●] per month, invoiced monthly in advan…”
+FAIL [line 25, clause 3.2] “thirty (60)”: the words say 30 and the figure says 60
+FAIL [line 39, clause 5.2] “Confidential Information” is defined more than once (lines 9, 39)
+FAIL [line 53, clause 8.2] refers to section 14.3, which doesn't exist
+FAIL [line 59, clause 9.1] a blank line to fill in is still in: “Signed: ____________________”
+WARN [line 9, clause 1.2] “Confidential Information” is defined but never used
+WARN [line 11, clause 1.3] “Customer Data” is defined but never used
+WARN [line 17, clause 2.1] “Effective Date” is used as a defined term (capitalised, 2 times) but never defined
+WARN [line 31, clause 4.1] “Initial Term” is defined but never used
+WARN [line 37, clause 5.1] “confidential information” appears in lower case although “Confidential Information” is a defined term (lines 37)
+WARN [line 47, clause 6.3] “Client” is used as a defined term (capitalised, 2 times) but never defined
+WARN [line 49, clause 8] clause numbering jumps to 8; 7 is missing
+
+Notice periods:
+- 60 days (line 33, clause 4.2) — give notice by 2027-05-02: …ives at least sixty (60) days' written notice before the end of the then-current term.
+- 90 days (line 51, clause 8.1): …Agreement on ninety (90) days' written notice.
+```
+
+## Reply
+
+**Don't sign it yet. Three things:** the monthly fee is still a blank (3.1); the agreement
+promises service levels in Exhibit C, but there is no Exhibit C (2.1); and you would
+indemnify Northgate for any claim arising from your use of the platform, with no cap (6.3),
+while their liability to you is capped at three months' fees (6.1).
+
+**Fixes before signing**
+
+- 🟥 **6.3, indemnity.** As written, if a third party sues Northgate over anything you did on
+  the platform, you pay all of it. Ask for: *"Each party shall indemnify the other against
+  third-party claims arising from its own breach of this Agreement or its negligence, subject
+  to clause 6.1."*
+- 🟥 **6.1, liability cap.** It caps only Northgate's liability, at three months' fees. Ask for:
+  *"Each party's total liability is limited to the fees paid or payable in the 12 months
+  before the claim."*
+- 🟧 **3.3, late payment.** 4 % a month is 48 % a year. Ask for interest at 2 % above the base
+  rate, a year.
+- 🟧 **2.2, changes.** They can change the platform at any time. Ask for 30 days' notice of any
+  change that removes a feature you use, with a right to terminate if it does.
+- 🟨 **4.2, renewal.** It renews for another year unless you give 60 days' notice. Ask for 30.
+
+**Mechanical faults to correct**
+
+- 3.1: the fee is `[●]`. It should be $2,000 a month, as Exhibit B says.
+- 3.2: "thirty (60) days". Ask which they meant.
+- 2.1: refers to Exhibit C, which isn't attached. Ask for it before signing: it holds the
+  service levels.
+- 8.2: says Section 14.3 survives termination, but the agreement ends at clause 9.
+- 5.2: defines "Confidential Information" a second time; 5.1 uses it in lower case.
+- 6.3: says "the Client" where the agreement defines "the Customer".
+- The agreement is dated 31 June 2026, which doesn't exist; clause 7 is missing; "Effective
+  Date" is used but never defined.
+
+**Dates to diarise**
+
+- Notice not to renew: by **2 May 2027** (60 days before 1 July 2027).
+
+**Worth a lawyer's hour:** only if Northgate refuses to cap or narrow the indemnity in 6.3.

package/packs/startup-legal/skills/contract-check/manifest.json

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+{
+  "name": "contract-check",
+  "version": "0.1.0",
+  "description": "Check an agreement before a founder signs or sends it — a script finds the mechanical faults a read-through misses (blanks left in, cross-references to clauses or exhibits that don't exist, numbering that skips, terms defined twice or used undefined, amounts in words that disagree with the figures, dates that don't exist, and the date notice must be given to stop an auto-renewal) — then reads it for the terms that hurt a small company: uncapped liability, one-sided indemnities, IP that leaves, exclusivity, auto-renewal, payment and termination traps. Use when a founder says \"review this contract before I sign\", \"check this NDA / MSA / SaaS agreement / consulting agreement\", \"anything wrong with this agreement\", \"what should I push back on\", or \"is this ready to send\".",
+  "entrypoint": "SKILL.md",
+  "deps": {
+    "npm": [],
+    "pip": []
+  },
+  "env": {
+    "required": [],
+    "optional": []
+  },
+  "related": [],
+  "tags": [
+    "contract",
+    "agreement",
+    "nda",
+    "msa",
+    "legal",
+    "redline",
+    "startup"
+  ],
+  "permissions": {
+    "network": [],
+    "commands": [],
+    "files": "named-paths",
+    "notes": "Reads the agreement it is given (.md, .txt or .docx) and writes nothing."
+  },
+  "model": {
+    "tier": "heavy",
+    "rationale": "The mechanical faults come from the script; reading every clause from the founder's side and writing the wording to ask for is legal judgment."
+  }
+}

package/packs/startup-legal/skills/contract-check/reference.md

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+# The clauses that hurt a small company
+
+For each: what to look for, why it hurts a startup, and wording to ask for. The wording is a
+starting position for a redline or an email, not a finished clause; adapt the numbers to the
+deal. "Founder" below means the founder's company, whichever side of the deal it is on.
+
+## Liability
+
+- **Look for:** a cap on one side only; a cap tied to a tiny figure (one month's fees);
+  exclusions ("indirect", "consequential", "loss of profit") that apply to one party; carve-outs
+  from the cap so wide they swallow it (all breaches of confidentiality, all data incidents).
+- **Why it hurts:** a small supplier with uncapped liability can lose the company on one claim.
+- **Ask for:** *"Each party's total liability arising out of or in connection with this
+  Agreement is limited to the fees paid or payable in the 12 months before the event giving
+  rise to the claim. Neither party is liable for indirect or consequential loss, or loss of
+  profit."* Keep death and personal injury from negligence, and fraud, unlimited: the law
+  won't let either party exclude those in most countries, and asking to only weakens the ask.
+
+## Indemnities
+
+- **Look for:** "indemnify, defend and hold harmless" running from the founder only; an
+  indemnity for "any claim arising from use of the Services" (which includes the customer's own
+  misuse); indemnities outside the liability cap.
+- **Ask for:** mutual indemnities limited to the indemnifier's own breach, negligence or IP
+  infringement; the indemnified party must notify promptly and let the indemnifier run the
+  defence; indemnities sit inside the cap, or under a separate cap of 2–3× fees.
+
+## Intellectual property
+
+- **Look for:** "all work product, inventions and improvements" assigned to the customer,
+  without excluding the founder's pre-existing technology; a licence back that ends with the
+  contract; feedback clauses that hand over the product roadmap.
+- **Why it hurts:** a consulting gig that assigns the founder's core code to one customer kills
+  the product and any later fundraise (investors check this in diligence).
+- **Ask for:** *"Each party keeps its Background IP. The Customer owns the Deliverables
+  created specifically for it under this Agreement, excluding the Supplier's Background IP and
+  general know-how, which the Supplier licenses to the Customer on a non-exclusive, perpetual
+  basis to use the Deliverables."*
+
+## Payment
+
+- **Look for:** payment terms over 45 days; payment "on acceptance" with no deemed-acceptance
+  date; the customer's right to set off or withhold disputed amounts in full; no late-payment
+  interest; fees fixed for a multi-year term with no increase.
+- **Ask for:** 30 days from invoice; deemed acceptance 10 business days after delivery unless
+  a written rejection with reasons; only the disputed portion can be withheld; interest on late
+  payment; an annual increase of CPI or a stated percentage.
+
+## Term, renewal and termination
+
+- **Look for:** automatic renewal with a long notice window (60–90 days before the end);
+  termination for convenience on one side only; no right to terminate for non-payment;
+  minimum commitments that survive termination; payment of the whole term on early exit.
+- **Ask for:** renewal notice of 30 days; termination for convenience for both parties, or for
+  neither; termination on 30 days' notice for an unremedied material breach, including
+  non-payment. Work out the renewal notice date and put it in the calendar.
+
+## Exclusivity, non-compete and non-solicit
+
+- **Look for:** "the Supplier shall not provide similar services to any competitor of the
+  Customer" (which may be the founder's whole market); non-solicitation of employees that runs
+  one way or lasts years after the contract.
+- **Ask for:** no exclusivity, or exclusivity limited to a named list of competitors, a field
+  and a term no longer than the contract, paid for. Mutual non-solicit for 12 months, not
+  catching general job advertisements.
+
+## Confidentiality
+
+- **Look for:** obligations on the founder only; no exceptions for information already public,
+  already known or independently developed; no time limit; a definition broad enough to cover
+  the founder's own product.
+- **Ask for:** mutual obligations; the standard exceptions; a term of 3–5 years after the
+  agreement ends (trade secrets for as long as they remain secret).
+
+## Data protection
+
+- **Look for:** personal data passing between the parties with no data processing terms;
+  unlimited audit rights; breach notification in 24 hours; liability for data incidents
+  outside the cap.
+- **Ask for:** a data processing agreement or annex when either party processes personal data
+  for the other; breach notice "without undue delay, and in any case within 72 hours"; audits
+  once a year on 30 days' notice, at the requester's cost, satisfied first by existing
+  certifications.
+
+## Governing law, disputes, assignment
+
+- **Look for:** the other side's home courts on another continent; mandatory arbitration with
+  a large-institution fee schedule; a ban on assignment that blocks a sale of the founder's
+  company.
+- **Ask for:** the founder's home law, or a neutral one; courts rather than arbitration for
+  small contracts; either party may assign to a buyer of all or substantially all of its
+  business without consent.
+
+## Warranties and service levels
+
+- **Look for:** "fit for purpose" or "error-free" warranties; service credits that are not the
+  sole remedy; uptime above what the founder's own infrastructure provider promises.
+- **Ask for:** services provided "with reasonable skill and care, materially in accordance with
+  the Documentation"; service credits as the sole and exclusive remedy for missed service
+  levels; uptime at or below the hosting provider's own commitment.
+
+## When a lawyer earns the fee
+
+Name these only when they appear in the document:
+- an IP assignment of anything beyond deliverables made for this customer;
+- a personal guarantee, or a founder signing in a personal capacity;
+- uncapped liability or an indemnity outside the cap that the other side refuses to move on;
+- a non-compete or exclusivity that covers the founder's market;
+- an agreement under a law the founder has never dealt with, for a meaningful amount.