contract-prep

name	contract-prep
description	Drafts a first-pass contract document from a populated Contract Brief — pulls the matching template (MSA, SOW, NDA, order form, amendment), inserts the playbook's standard positions, hardcodes the must-haves, and pre-positions the give-ups as fallback language. Produces a clean draft ready for /vallor:review or /vallor:contract-redline. Use when the user says "prep a contract", "draft an MSA", "start the SOW", "build the first draft", "we're on our paper", "kick off the draft", or after /vallor:contract-brief has produced a brief.
argument-hint	[--brief <path>] [--template msa|sow|nda|order-form|amendment]

/contract-prep

Purpose

When the user is on their own paper (sales-side for a SaaS company, purchasing-side for a procurement-heavy buyer), the first draft is mostly mechanical: load the template, plug in the parties and dollar values, set the playbook positions, and flag where this deal departs from standard. This skill does that — and stops before anything subjective.

Load context first

1. Read the practice profile. ~/.claude/plugins/config/vallor/CLAUDE.md. If placeholders: stop, route to cold-start.
2. Load the Contract Brief. If --brief is passed, use that path. Otherwise, look in ~/.claude/plugins/config/vallor/briefs/ for the most recent. If no brief exists, stop and prompt:

   "I need a Contract Brief before I draft. Run /vallor:contract-brief first — 10 minutes — so the draft reflects what the business is actually trying to do. Or paste the key facts inline and I'll work from those."

3. Pick the template. Inferred from Deal type: in the brief, or from --template. Templates live at:
   • ~/.claude/plugins/config/vallor/templates/<type>.md
   • If none exists, this skill writes one based on the practice profile and asks the user to confirm it as the default going forward.
4. Apply the /design skill to whatever format the draft uses.

Ask the user for context (optional but encouraged)

Use the AskUserQuestion tool to gather optional context the Contract Brief may not cover but that materially shapes the draft. The brief captured business intent; this fills in drafting choices.

Up front (before drafting): Ask 1-3 short questions when not obvious from the brief and practice profile:

• Posture for THIS deal: tight playbook positions / standard / pre-positioned fallbacks (give-ups already softened)
• Counterparty leverage: small / equal / dominant — affects which fallbacks to plant
• Deal urgency: must-sign date or open-ended
• Hard must-haves on top of the standard playbook (e.g., specific carve-outs, MFN, exclusivity)
• Whether to include or omit optional sections (SLAs, change orders, security exhibits)

Mid-flight (after picking the template and slot-filling): Once you have the variable slots identified, surface concrete asks before guessing on:

• Variables not in the brief (e.g., specific dollar denominators, term-renewal cadence, governing-law tie-breaker)
• Whether to include the more-aggressive position or the safer fallback when both are in the playbook
• Whether to leave optional clauses in (commented) for the reviewer or strip them

Rules:

• Every question must offer a reasonable default the user can pick to skip ahead.
• Ask follow-ups when answers reveal more depth or a non-default choice.
• Cap a single round at ~3 questions.
• Skip when the user has signaled a fast / default run.

Workflow

Step 1 — Confirm the template before drafting

"I'm going to draft a [MSA / SOW / NDA / Order Form / Amendment] using your [template name or 'first-time template — I'll save it after we agree on it']. Side: [sales / purchasing]. Counterparty: [name]. Dollar value: [$X]. Sound right?"

Wait for confirmation. If the user corrects, apply and re-confirm.

Step 2 — Identify variable slots

Read the template and identify every variable. Categorize each:

Variable	Source
Party names, addresses, signatories	Brief + counterparty research
Dollar values, term, dates	Brief
Playbook positions (liability cap, indemnity, governing law, term renewal, etc.)	Practice profile
Must-haves (Q4 in the brief)	Brief — hardcode into the matching clauses
Give-ups (Q5 in the brief)	Brief — write as the standard position with a comment indicating which fallback language to apply during negotiation
Counterparty-specific terms	Stop here. Surface to user.

Step 3 — Draft

Produce the draft in the requested format:

• Markdown (default — clean, diffable, easy to redline downstream)
• .docx (when the user wants to send it for signature or to opposing counsel — invoke the pandoc toolchain or the python-docx library, see references/docx-pipeline.md)

Drafting rules:

• Use the playbook's standard position for every clause covered by the playbook.
• For must-haves: write the deal-specific position directly, with a marker comment: <!-- must-have from brief: [Q4 item] -->.
• For give-ups: write the playbook's opening position (not the fallback), and add a marker comment showing the fallback the team has pre-authorized: <!-- give-up from brief: open with [standard], fall back to [fallback] in exchange for [reciprocal ask] -->.
• For anything outside the playbook: write [TO BE DETERMINED — surfaces to attorney for first decision] and list it at the end.

Step 4 — Deviation log

At the bottom of the draft (or as a separate <slug>-deviation-log.md), produce:

# Deviation Log — [Counterparty] [Deal type]

Positions in this draft that depart from the practice profile's standard playbook.

| Clause | Standard playbook position | This draft's position | Source | Sign-off needed |
|---|---|---|---|---|
| [Clause] | [from CLAUDE.md] | [this draft] | [brief Q4 / brief Q5 / TBD] | [GC / counsel / paralegal — per escalation matrix] |

If the deviation log has rows, surface them above the draft when delivering:

"Heads up — three positions in this draft depart from your standard playbook. They're recorded in the deviation log at the bottom. Highest is the [item], which per your escalation matrix needs [approver]'s sign-off. Want me to draft the escalation note?"

Step 5 — Save and offer next steps

Save the draft to: ~/.claude/plugins/config/vallor/drafts/<YYYY-MM-DD>-<counterparty>-<type>.md

(Or the matter folder if workspaces are on.)

Decision tree:

What next? Pick one:

1. Send for internal review — I'll route to [reviewer from escalation matrix] with a short note explaining the deviations.
2. Build an executive summary — /vallor:contract-exec-summary — one-page for the business owner before we ship the draft to the counterparty.
3. Convert to .docx for sending — /vallor:contract-redline will produce the polished .docx; or I can do a quick pandoc-style conversion now if no redlines are needed.
4. Build the approval deck — /vallor:contract-approval-deck — PPTX for the deal-approval committee.
5. Stop here — draft is saved; resume when ready.

What this skill does NOT do

• It doesn't negotiate. The give-ups are pre-positioned, not pre-conceded.
• It doesn't promise the counterparty will accept the draft. The deviation log surfaces what the user must defend.
• It doesn't run a deviation review against an incoming draft — that's vendor-agreement-review. This skill produces an outgoing draft.

Examples

/vallor:contract-prep --brief briefs/2026-05-12-acme.md

/vallor:contract-prep --template sow

/vallor:contract-prep