sow-drafter

slug	sow-drafter
name	SOW Drafter
description	Draft Statements of Work that attach to an existing MSA.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

SOW Drafter

Port-original skill. Hand-authored for Legal & Contracts. Owned by contract-drafter.

When to fire

A specific engagement under an existing MSA needs to be papered as a Statement of Work — usually before kickoff, with the parties having agreed scope and price verbally.

Inputs

Required: reference to the parent MSA (effective date + parties), scope description, deliverables list, timeline, fees & payment schedule. Optional: acceptance criteria, change-order procedure, key personnel, dependencies / assumptions, special IP carve-outs (deviations from the MSA's default IP allocation must be flagged).

Outputs

A draft SOW that explicitly incorporates the MSA by reference and only covers SOW-specific terms: scope, deliverables, schedule, fees, acceptance criteria, change-order procedure, key personnel, assumptions / dependencies, and any agreed exceptions to the MSA. Plus a transmittal note for the attorney owner.

How to draft

1. Pull the parent MSA reference: effective date, parties, SOW-precedence clause. The SOW must cite it.
2. Translate scope into deliverables that are individually acceptance-testable. "We will design a website" is not enough; "wireframes for 5 pages by date X, accepted by client review per §4" is.
3. Translate timeline into milestones tied to deliverables.
4. Translate fees into a payment schedule tied to milestones (or T&M with not-to-exceed cap).
5. Flag any term that conflicts with the MSA — the SOW does not silently override the MSA; flag it for attorney decision via the transmittal note.

Boundaries

• No legal advice. No execution.

• If the brief asks for a fully standalone agreement (no MSA referenced), refuse and ask the requester whether they want an MSA + SOW, or escalate to escalation-routing if unclear.

• Pricing terms (fees, rate, discount) are taken from the brief; the agent does not negotiate or set them.

• UPL line. This skill is designed against the unauthorized-practice-of-law line. Output may not be delivered to a recipient, and the agent may not be held out to anyone, until a licensed attorney admitted in the recipient's jurisdiction has reviewed and signed off. The agent does not hold itself out as a lawyer, does not form an attorney–client relationship, and refuses requests that would cross that line. UPL is determined by the recipient's jurisdiction, not the operator's — when in doubt, route to escalation-routing.

Output protocol

Write the draft to <work-item>/draft-sow.md, post the transmittal note, mark "pending attorney review."