| name | contracts-cognition |
| title | contracts-cognition |
| description | Use when reading a contract for risk and constraint — clause shape, redline priority, what the contract actually binds. Triggers on 'review this contract', 'what does this MSA constrain'. |
| author | event4u-app |
| author_url | https://github.com/event4u-app/agent-config/tree/main/.agent-src/skills/contracts-cognition |
| license | MIT |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | contracts |
| language | en |
contracts-cognition
When to use
- A draft MSA / DPA / SOW / vendor contract / partner agreement lands and a non-lawyer needs to read it for what it actually constrains, which clauses carry real risk, and what to redline first.
- An existing contract is being renegotiated; the question is which clauses are now misshapen given current scale, regulatory regime, or customer mix.
- A new customer contract triggers obligations (SLA, indemnity, audit, data-handling) that need to be sized against operational capacity before signing.
Do NOT use as a substitute for actual legal counsel (this skill produces the non-lawyer cognition that prepares the conversation with counsel, not the legal opinion), for privacy-specific review (route to privacy-review (P6); this skill composes P6 for data clauses), or for contract management software / e-signature operations.
Cognition cluster
- Mental model 28 — Inversion. "What would force us to invoke this clause? What would force the counterparty to invoke it?" Inversion surfaces which clauses are dormant boilerplate vs which are loaded triggers. See
mental-models.md § 28.
- Mental model 21 — Second-order thinking. Each clause has a second-order shape: indemnity caps interact with insurance coverage; SLAs interact with operating-cost; auto-renewal interacts with switching cost. Reading clauses in isolation misses the load-bearing combinations. See
mental-models.md § 21.
- Mental model 26 — Optionality. Each clause either preserves or forecloses future choices (terminate-for-convenience preserves; auto-renewal forecloses; exclusivity forecloses; MFN forecloses). The cost of a clause is the optionality it removes. See
mental-models.md § 26.
- Context-spine — regulatory-regime + customer-segment + org-stage. Read regulatory-regime (J1) for floor-bound clauses (GDPR DPA terms, HIPAA BAA, SOC 2 audit). Read customer-segment for risk sizing (enterprise SLA terms ≠ SMB SLA terms). Read org-stage for what's affordable (early-stage = avoid uncapped indemnities; growth = can absorb tighter SLAs).
Procedure
Step 0: Frame the contract by intent
Two questions before reading clauses:
- What outcome are we trying to enable? (sell to enterprise, integrate vendor, partner co-sell, license IP).
- What outcomes are we trying to prevent? (unbounded liability, lock-in, IP leakage, audit ambush, payment risk).
