| name | contract-and-proposal-writer |
| description | Generates professional, jurisdiction-aware business documents — freelance contracts, project proposals, SOWs, NDAs, MSAs — in Markdown with docx conversion instructions. Use when: 'write a contract', 'draft proposal', 'create SOW', 'NDA template', 'MSA', 'freelance agreement', 'project contract'. |
Contract & Proposal Writer
Tier: POWERFUL
Category: Business Growth
Domain: Legal Documents, Business Development, Client Relations
Overview
Generate professional, jurisdiction-aware business documents: freelance contracts, project proposals, SOWs, NDAs, and MSAs. Outputs structured Markdown with docx conversion instructions. Covers US (Delaware), EU (GDPR), UK, and DACH (German law) jurisdictions.
Not a substitute for legal counsel. Use these templates as strong starting points; review with an attorney for high-value or complex engagements.
Core Capabilities
- Freelance development contracts (fixed-price & hourly)
- Project proposals with timeline/budget breakdown
- Statements of Work (SOW) with deliverables matrix
- NDAs (mutual & one-way)
- Master Service Agreements (MSA)
- Jurisdiction-specific clauses (US/EU/UK/DACH)
- GDPR Data Processing Addenda (EU/DACH)
Key Clauses Reference
| Clause | Options |
|---|
| Payment terms | Net-30, milestone-based, monthly retainer |
| IP ownership | Work-for-hire (US), assignment (EU/UK), license-back |
| Liability cap | 1x contract value (standard), 3x (high-risk) |
| Termination | For cause (14-day cure), convenience (30/60/90-day notice) |
| Confidentiality | 2-5 year term, perpetual for trade secrets |
| Warranty | "As-is" disclaimer, limited 30/90-day fix warranty |
| Dispute resolution | Arbitration (AAA/ICC), courts (jurisdiction-specific) |
When to Use
- Starting a new client engagement and need a contract fast
- Client asks for a proposal with pricing and timeline
- Partnership or vendor relationship requiring an MSA
- Protecting IP or confidential information with an NDA
- EU/DACH project requiring GDPR-compliant data clauses
Workflow
1. Gather Requirements
Ask the user:
1. Document type? (contract / proposal / SOW / NDA / MSA)
2. Jurisdiction? (US-Delaware / EU / UK / DACH)
3. Engagement type? (fixed-price / hourly / retainer)
4. Parties? (names, roles, business addresses)
5. Scope summary? (1-3 sentences)
6. Total value or hourly rate?
7. Start date / end date or duration?
8. Special requirements? (IP assignment, white-label, subcontractors)
2. Select Template
| Type | Jurisdiction | Template |
|---|
| Dev contract fixed | Any | Template A |
| Consulting retainer | Any | Template B |
| SaaS partnership | Any | Template C |
| NDA mutual | US/EU/UK/DACH | NDA-M |
| NDA one-way | US/EU/UK/DACH | NDA-OW |
| SOW | Any | SOW base |
3. Generate & Fill
Fill all [BRACKETED] placeholders. Flag missing data as "REQUIRED".
4. Convert to DOCX
brew install pandoc
apt install pandoc
pandoc contract.md -o contract.docx \
--reference-doc=reference.docx \
-V geometry:margin=1in
pandoc contract.md -o contract.docx \
--number-sections \
-V documentclass=article \
-V fontsize=11pt
pandoc contract.md -o contract.docx \
--reference-doc=company-template.docx
Jurisdiction Notes
US (Delaware)
- Governing law: State of Delaware
- Work-for-hire doctrine applies (Copyright Act 101)
- Arbitration: AAA Commercial Rules
- Non-compete: enforceable with reasonable scope/time
EU (GDPR)
- Must include Data Processing Addendum if handling personal data
- IP assignment requires separate written deed in some member states
- Arbitration: ICC or local chamber
UK (post-Brexit)
- Governed by English law
- IP: Patents Act 1977 / CDPA 1988
- Arbitration: LCIA Rules
- Data: UK GDPR (post-Brexit equivalent)
DACH (Germany / Austria / Switzerland)
- BGB (Buergerliches Gesetzbuch) governs contracts
- Written form requirement for certain clauses (para 126 BGB)
- IP: Author always retains moral rights; must explicitly transfer Nutzungsrechte
- Non-competes: max 2 years, compensation required (para 74 HGB)
- Jurisdiction: German courts (Landgericht) or DIS arbitration
- DSGVO (GDPR implementation) mandatory for personal data processing
- Kuendigungsfristen: statutory notice periods apply
Template A: Web Dev Fixed-Price Contract
# SOFTWARE DEVELOPMENT AGREEMENT
**Effective Date:** [DATE]
**Client:** [CLIENT LEGAL NAME], [ADDRESS] ("Client")
**Developer:** [YOUR LEGAL NAME / COMPANY], [ADDRESS] ("Developer")
---
## 1. SERVICES
Developer agrees to design, develop, and deliver:
**Project:** [PROJECT NAME]
**Description:** [1-3 sentence scope]
**Deliverables:**
- [Deliverable 1] due [DATE]
- [Deliverable 2] due [DATE]
- [Deliverable 3] due [DATE]
## 2. PAYMENT
**Total Fee:** [CURRENCY] [AMOUNT]
| Milestone | Amount | Due |
|-----------|--------|-----|
| Contract signing | 50% | Upon execution |
| Beta delivery | 25% | [DATE] |
| Final acceptance | 25% | Within 5 days of acceptance |
Late payments accrue interest at 1.5% per month.
Client has [10] business days to accept or reject deliverables in writing.
## 3. INTELLECTUAL PROPERTY
Upon receipt of full payment, Developer assigns all right, title, and interest in the
Work Product to Client as a work made for hire (US) / by assignment of future copyright (EU/UK).
Developer retains the right to display Work Product in portfolio unless Client
requests confidentiality in writing within [30] days of delivery.
Pre-existing IP (tools, libraries, frameworks) remains Developer's property.
Developer grants Client a perpetual, royalty-free license to use pre-existing IP
as embedded in the Work Product.
## 4. CONFIDENTIALITY
Each party keeps confidential all non-public information received from the other.
This obligation survives termination for [3] years.
## 5. WARRANTIES
Developer warrants Work Product will substantially conform to specifications for
[90] days post-delivery. Developer will fix material defects at no charge during
this period. EXCEPT AS STATED, WORK PRODUCT IS PROVIDED "AS IS."
## 6. LIABILITY
Developer's total liability shall not exceed total fees paid under this Agreement.
Neither party liable for indirect, incidental, or consequential damages.
## 7. TERMINATION
For Cause: Either party may terminate if the other materially breaches and fails
to cure within [14] days of written notice.
For Convenience: Client may terminate with [30] days written notice and pay for
all work completed plus [10%] of remaining contract value.
## 8. DISPUTE RESOLUTION
US: Binding arbitration under AAA Commercial Rules, [CITY], Delaware law.
EU/DACH: ICC / DIS arbitration, [CITY]. German / English law.
UK: LCIA Rules, London. English law.
Entire Agreement: Supersedes all prior discussions.
Amendments: Must be in writing, signed by both parties.
Independent Contractor: Developer is not an employee of Client.
---
CLIENT: _ Date: _
[CLIENT NAME], [TITLE]
DEVELOPER: _ Date: _
[YOUR NAME], [TITLE]
Template B: Monthly Consulting Retainer
# CONSULTING RETAINER AGREEMENT
**Effective Date:** [DATE]
**Client:** [CLIENT LEGAL NAME] ("Client")
**Consultant:** [YOUR NAME / COMPANY] ("Consultant")
---
## 1. SERVICES
Consultant provides [DOMAIN, e.g., "CTO advisory and technical architecture"] services.
**Monthly Hours:** Up to [X] hours/month
**Rollover:** Unused hours [do / do not] roll over (max [X] hours banked)
**Overflow Rate:** [CURRENCY] [RATE]/hr for hours exceeding retainer
## 2. FEES
**Monthly Retainer:** [CURRENCY] [AMOUNT], due on the 1st of each month.
**Payment Method:** Bank transfer / Stripe / SEPA direct debit
**Late Payment:** 2% monthly interest after [10]-day grace period.
## 3. TERM AND TERMINATION
**Initial Term:** [3] months starting [DATE]
**Renewal:** Auto-renews monthly unless either party gives [30] days written notice.
**Immediate termination:** For material breach uncured after [7] days notice.
On termination, Consultant delivers all work in progress within [5] business days.
## 4. INTELLECTUAL PROPERTY
Work product created under this Agreement belongs to [Client / Consultant / jointly].
Advisory output (recommendations, analyses) are Client property upon full payment.
## 5. EXCLUSIVITY
[OPTION A - Non-exclusive:]
This Agreement is non-exclusive. Consultant may work with other clients.
[OPTION B - Partial exclusivity:]
Consultant will not work with direct competitors of Client during the term
and [90] days thereafter.
## 6. CONFIDENTIALITY AND DATA PROTECTION
EU/DACH: If Consultant processes personal data on behalf of Client, the parties
shall execute a Data Processing Agreement (DPA) per Art. 28 GDPR.
## 7. LIABILITY
Consultant's aggregate liability is capped at [3x] the fees paid in the [3] months
preceding the claim.
---
Signatures as above.
Template C: SaaS Partnership Agreement
# SAAS PARTNERSHIP AGREEMENT
**Effective Date:** [DATE]
**Provider:** [NAME], [ADDRESS]
**Partner:** [NAME], [ADDRESS]
---
## 1. PURPOSE
Provider grants Partner [reseller / referral / white-label / integration] rights to
Provider's [PRODUCT NAME] ("Software") subject to this Agreement.
## 2. PARTNERSHIP TYPE
[ ] Referral: Partner refers customers; earns [X%] of first-year ARR per referral.
[ ] Reseller: Partner resells licenses; earns [X%] discount off list price.
[ ] White-label: Partner rebrands Software; pays [AMOUNT]/month platform fee.
[ ] Integration: Partner integrates Software via API; terms in Exhibit A.
## 3. REVENUE SHARE
| Tier | Monthly ARR Referred | Commission |
|------|---------------------|------------|
| Bronze | < $10,000 | [X]% |
| Silver | $10,000-$50,000 | [X]% |
| Gold | > $50,000 | [X]% |
Payout: Net-30 after month close, minimum $[500] threshold.
## 4. INTELLECTUAL PROPERTY
Each party retains all IP in its own products. No implied licenses.
Partner may use Provider's marks per Provider's Brand Guidelines (Exhibit B).
## 5. DATA AND PRIVACY
Each party is an independent data controller for its own customers.
Joint processing requires a separate DPA (Exhibit C - EU/DACH projects).
## 6. TERM
Initial: [12] months. Renews annually unless [90]-day written notice given.
Termination for Cause: [30]-day cure period for material breach.
## 7. LIMITATION OF LIABILITY
Each party's liability capped at [1x] fees paid/received in prior [12] months.
Mutual indemnification for IP infringement claims from own products.
---
Signatures, exhibits, and governing law per applicable jurisdiction.
GDPR Data Processing Addendum (EU/DACH Clause Block)
## DATA PROCESSING ADDENDUM (Art. 28 GDPR)
Controller: [CLIENT NAME]
Processor: [CONTRACTOR NAME]
### Subject Matter
Processor processes personal data on behalf of Controller solely to perform services
under the main Agreement.
### Categories of Data Subjects
[e.g., end users, employees, customers]
### Categories of Personal Data
[e.g., names, email addresses, usage data]
### Processing Duration
For the term of the main Agreement; deletion within [30] days of termination.
### Processor Obligations
- Process data only on Controller's documented instructions
- Ensure persons authorized to process have committed to confidentiality
- Implement technical and organizational measures per Art. 32 GDPR
- Assist Controller with data subject rights requests
- Not engage sub-processors without prior written consent
- Delete or return all personal data upon termination
### Sub-processors (current as of Effective Date)
| Sub-processor | Location | Purpose |
|--------------|----------|---------|
| [AWS / GCP / Azure] | [Region] | Cloud hosting |
| [Other] | [Location] | [Purpose] |
### Cross-border Transfers
Data transfers outside EEA covered by: [ ] SCCs [ ] Adequacy Decision [ ] BCRs
Common Pitfalls
- Missing IP assignment language - "work for hire" alone is insufficient in EU; need explicit assignment of Nutzungsrechte in DACH
- Vague acceptance criteria - Always define what "accepted" means (written sign-off, X days to reject)
- No change order process - Scope creep kills fixed-price projects; add a clause for out-of-scope work
- Jurisdiction mismatch - Choosing Delaware law for a German-only project creates enforcement problems
- Missing limitation of liability - Without a cap, one bug could mean unlimited damages
- Oral amendments - Contracts modified verbally are hard to enforce; always require written amendments
Best Practices
- Use milestone payments over net-30 for projects >$10K - reduces cash flow risk
- For EU/DACH: always check if a DPA is needed (any personal data = yes)
- For DACH: include a Schriftformklausel (written form clause) explicitly
- Add a force majeure clause for anything over 3 months
- For retainers: define response time SLAs (e.g., 4h urgent / 24h normal)
- Keep templates in version control; track changes with
git diff
- Review annually - laws change, especially GDPR enforcement interpretations
- For NDAs: always specify the return/destruction of confidential materials on termination
