codexkit-contract-drafter

# Contract Drafter ## Purpose Generate well-structured contracts using a clause library approach — producing balanced terms that protect both parties while reflecting business intent. ## When to use - creating a new NDA, service agreement, or vendor contract from scratch - drafting a partnership or licensing agreement - creating an employment contract or consulting agreement - when no internal template exists for the contract type needed ## When not to use - reviewing or redlining an existing contract (use contract-risk-review) - high-value M&A transactions (requires specialized legal counsel) - jurisdictions with specific regulatory requirements without local counsel input ## Inputs - contract type (NDA / Service Agreement / Vendor Agreement / Employment / License / Partnership) - parties involved (names, roles, jurisdictions) - key commercial terms (scope, duration, pricing, payment terms) - specific requirements or non-standard terms - governing law preference - risk tolerance (conservative / balanced / aggressive) ## Procedure 1. **Select contract template structure** based on type: - Recitals (background and purpose) - Definitions section - Core commercial terms - Protective clauses - Standard boilerplate 2. **Draft core clauses** — each with balanced terms: - Scope of Work / Services: clear deliverables + acceptance criteria - Payment Terms: milestones, net days, late payment interest - Term and Renewal: fixed term, auto-renewal notice period - Termination: for cause + for convenience, notice period, wind-down 3. **Draft protective clauses**: - IP Ownership: background IP protected, work product assignment - Confidentiality: duration, permitted disclosures, return of info - Liability Cap: mutual cap at contract value (or last 12 months fees) - Indemnification: mutual, limited to direct damages - Force Majeure: modern clause including pandemic, cyber attack - Dispute Resolution: escalation path → mediation → arbitration/court 4. **Add boilerplate**: - Entire Agreement, Severability, Waiver, Assignment, Notices 5. **Risk-calibrate** based on tolerance: - Conservative: more protections, lower caps, stricter terms - Balanced: mutual obligations, reasonable caps - Aggressive: fewer restrictions, higher risk acceptance 6. **Flag missing clauses** that the other party may request. ## Output - complete contract draft organized by sections - clause-by-clause commentary explaining purpose and risk level - missing clauses checklist (what might need adding) - negotiation guide: which clauses are negotiable vs. firm - recommended next steps (legal review, counterparty review) ## Definition of done - contract contains all sections appropriate for its type - every clause has a risk-level annotation - IP, liability, and confidentiality clauses are present - governing law and dispute resolution are specified ## Examples - "Draft a mutual NDA between our company and a potential partner." - "Create a service agreement for a 6-month consulting engagement." - "Write an employment contract for a remote senior developer in Vietnam." ## Quality Criteria - [ ] All placeholder sections are filled with domain-specific content - [ ] Structure follows the relevant industry standard or framework - [ ] Language matches target audience (technical / executive / legal) - [ ] Output is ready for review — not a rough draft requiring major rework ## Verification (4C) | Check | Question | |-------|----------| | **Correctness** | Does the draft structure follow the stated framework or industry standard? | | **Completeness** | Are all required sections present with substantive (not placeholder) content? | | **Context-fit** | Does tone, detail level, and terminology match the intended audience? | | **Consequence** | If sent to the intended recipient without further editing, what would fail? | ## Edge Cases - **No existing template for this type** — Use the closest available template and document all customizations made. - **Stakeholder requirements conflict** — Flag conflicts explicitly in the draft. Do not silently choose one requirement over another. - **Output required in multiple formats** — Produce the canonical format first, then derive others. Note any formatting limitations. ## Changelog - v1.0.0 — Initial release