contract-brief

name	contract-brief
description	Captures the business intent behind a contract before any drafting happens. A short intake interview — who, what, why, when, how much, what's the risk tolerance — and produces a one-page Contract Brief that every downstream skill (drafting, redlining, approval deck, exec summary) reads. Use when the user says "fill in a contract brief", "kick off a new contract", "intake this deal", "start a contract", "I have a deal to paper", "contract prep", or whenever a new agreement is about to be drafted or negotiated.
argument-hint	[--deal-type vendor|customer|partner|nda|sow] [--counterparty <name>] [--existing-brief <path>]

/contract-brief

Purpose

The most expensive mistake in contracting is realizing on draft 3 that nobody asked the business what they were actually trying to do. This skill front-loads the question. Ten minutes of intake at the top saves an hour of redlining at the bottom.

The output is a single page — markdown, plain — saved to the matter folder. Every downstream skill (contract-redline, contract-exec-summary, contract-approval-deck, review) reads it before doing anything.

Load context first

1. Read ~/.claude/plugins/config/vallor/CLAUDE.md. If placeholders are present, stop and prompt for cold-start.
2. Apply the /design skill — even though the brief is mostly text, the file uses the standard masthead and footer.
3. Determine the side (sales / purchasing) using the same logic as vendor-agreement-review. If ambiguous, ask.

Intake — six questions, fixed order

Ask these one at a time, in order. Don't batch them; the answer to one informs the next. Use the user's words — don't paraphrase.

1. What are we trying to accomplish?

   "What does this contract let us do that we can't do today? In one sentence."

2. Who's the counterparty, and what's the relationship?

   "Who are we signing with? Have we worked with them before? New, renewal, or expansion?"

3. What's at stake — money, time, or strategy?

   "Approximate ACV or total contract value, even a range. Term length. And is this a 'must close by Friday' deal or a 'no rush, get it right' deal?"

4. What are the must-haves?

   "Anything that, if we don't get it, the deal doesn't close on our side? Pricing floor, data residency, exclusivity, an SLA, an exit right?"

5. What are the give-ups we're willing to make?

   "Where can we move? Which playbook positions are we already prepared to soften, and what do we want in return?"

6. Who owns this on the business side, and what's their risk tolerance for this deal?

   "Who do I send the stakeholder summary to? Are they conservative, balanced, or 'just close it'?"

After question 6, ask one consolidating question:

"Anything that doesn't fit the questions above but I should know? Pending litigation, a regulatory deadline, a related vendor we're consolidating, an exec who has strong feelings about this one?"

Output: Contract Brief

Write to ~/.claude/plugins/config/vallor/briefs/<slug>.md (or the active matter folder if matter workspaces are on). Slug format: <YYYY-MM-DD>-<counterparty-kebab-case>.

# Contract Brief — [Counterparty]

**Side:** [sales / purchasing]
**Deal type:** [MSA / SaaS / NDA / SOW / order form / amendment / other]
**Status:** intake complete · ready for [drafting / review / negotiation]
**Date:** [YYYY-MM-DD]
**Business owner:** [name]
**Reviewing attorney:** [name from practice profile]
**Risk posture for this deal:** [conservative / balanced / aggressive — from Q6]

---

## Business intent

[Verbatim or near-verbatim from Q1. One sentence.]

## Counterparty

- Name: [legal entity]
- Relationship: [new / existing / renewal / expansion]
- Prior agreements: [list any found in the CLM or matter folder]
- BigCo vs startup: [tag — affects negotiation latitude]

## Commercial shape

- ACV / TCV: [$X / range / unknown — flag if unknown]
- Term: [length, renewal mechanic]
- Deadline pressure: [hard date / quarter-end / no pressure]
- Notable: [tooling owned, exclusivity ask, multi-year discount, etc.]

## Must-haves (deal-breakers on our side)

- [Item 1 from Q4 — verbatim where possible]
- [Item 2]
- ...

## Give-ups (where we can move, and what we want in return)

| We'll move on… | If we get… |
|---|---|
| [item] | [item] |

## Open questions / context

- [Item from the consolidating question]

---

## Side-specific playbook check

Before drafting begins, the following playbook positions apply to this deal. Pulled
from `~/.claude/plugins/config/vallor/CLAUDE.md` →
`## Playbook` → `### [Sales / Purchasing]-side playbook`:

- **Limitation of liability:** [the practice profile's standard cap and carveouts]
- **Indemnification:** [position]
- **Data protection:** [position]
- **Term and termination:** [position]
- **Governing law / venue:** [position]
- **The one thing:** [the deal-breaker check]

[BLOCKING items already visible from intake: list them here. Otherwise: "No blocking
items visible at intake."]

---

## Next steps

The next step on the decision tree:

1. **Draft from our paper** — I'll produce a first-draft MSA/SOW/order form using the
   practice profile defaults, with the must-haves above hardcoded and the give-ups
   pre-positioned as fallbacks.
2. **Review their paper** — they've sent a draft. Run `/vallor:review
   <file>`; the review will read this brief first.
3. **Build a redline** — they sent terms; I'll diff against the playbook and produce
   a tracked-change `.docx`.
4. **Stop here** — brief is filed; resume when the document arrives.

---

⚠️ Reviewer note: brief intake only · no document reviewed · playbook positions
loaded from practice profile · attorney to confirm risk posture for Q6

After writing the brief

• Show the brief to the user.
• Ask: "Anything wrong? I'll edit before we move on."
• Offer the four next-step options above.
• If matter workspaces are on, update matters/<slug>/matter.md with a one-line pointer to the brief.

Re-running on an existing brief

If the user passes --existing-brief <path>, load it, show the current state, and ask which of the six questions they want to update. Re-write only the changed sections. Append a ## Revisions block at the bottom with the date and a one-line summary of what changed.

Constraints

• This skill is intake only. It does NOT draft contract language. The output is a Contract Brief, not a draft.
• It does NOT make legal judgments — it captures business intent for legal to act on.
• It runs before any document exists OR alongside a draft to capture intent the document doesn't reflect.

Examples

/vallor:contract-brief

/vallor:contract-brief --deal-type vendor --counterparty Acme

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