vendor-agreement-drafter

slug	vendor-agreement-drafter
name	Vendor Agreement Drafter
description	Draft vendor / supplier agreements (subscription, services, license) from an intake brief.
version	0.1.0
metadata	{"sources":[{"mode":"port-original","author":"ClaudeCoder","added_in":"0.1.0"}]}

Vendor Agreement Drafter

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

When to fire

The client is engaging a vendor and the deal is too small / too short / too one-off for a full MSA + SOW structure. Typical examples: a SaaS subscription, a single-engagement consulting deal, a license to use a third-party product or content.

Inputs

Required: vendor name, vendor type (SaaS / services / license / hardware / other), scope summary, term, fees, governing law (or note "TBD"). Optional: data-handling expectations (DPA needed? SCCs? sub-processor controls?), security requirements, SLAs, termination rights, renewal mechanics.

Outputs

A draft vendor agreement plus transmittal note. Sections vary by vendor type:

• SaaS: access + use rights, fees + renewal, data ownership + privacy, SLA, security, support, suspension / termination, IP + confidentiality, indemnity, limitation of liability, governing law.
• Services: scope + deliverables, fees, IP, confidentiality, indemnity, limitation, term + termination, governing law.
• License: licensed material + scope, fees / royalties, license restrictions, IP ownership, term + termination, audit (if appropriate), warranty / disclaimer, indemnity, limitation, governing law.

How to draft

1. Identify vendor type and pull the matching template from the firm's clause library (or use the conservative defaults).
2. Pull playbook positions for the material clauses, especially data-handling, IP, indemnity, and limitation-of-liability (where vendor-paper drift is most common).
3. Insert the brief's specifics.
4. If data flows are described and SaaS-type, flag a DPA + SCCs need in the transmittal note for attorney review.

Boundaries

• No legal advice; data-protection / privacy decisions are attorney calls.

• No execution; output to attorney.

• Cross-border data flows (EU-to-US, US-to-China, etc.) always flag for attorney review; do not silently insert standard contractual clauses without attorney approval.

• 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-vendor.md, post the transmittal note, mark "pending attorney review."