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Use this skill when the user says 'contract', 'agreement', 'service agreement', 'NDA', 'freelance contract', 'consulting agreement', or needs service agreements with IP ownership, payment terms, and termination clauses. Do NOT use for invoicing or client onboarding.
默认使用会先检查来源的 Prompt；你也可以切换为直接命令，或下载本地副本。
决定是否安装前，请先阅读 SKILL.md，以及 SkillsMP 当前展示的配套文件。
用 Codex 或 Claude 帮你安装 复制这段 Prompt，粘贴到 Codex、Claude 或其他助手里，让它检查 Skill 页面并帮你完成安装。
直接命令不会经过审查 Prompt；运行前请先检查来源。
npx skills add https://github.com/ThomasMoreAI/legal-skills-open --skill memstack-business-contract-template命令会保持在同一行。复制前请横向滚动并检查完整内容。
想先保存到本地？可下载 SkillsMP 当前能够提供的文件。
Use when retrieving arbitration institutional rules (ICC, LCIA, SCC, SIAC, HKIAC, VIAC, МКАС/МАК при ТПП України, UNCITRAL) — fetching current version, verifying redaction applicable to the date of arbitration agreement, constructing URLs for official rule texts
Use when choosing the Polish legal regime for letters, requests, applications, complaints, petitions, public-information requests, KPA filings, PPSA complaints, RODO access requests, registry extracts, court-file access, tax/ZUS/cudzoziemcy/USC procedures, or professional lawyer letters. Prevents mixing UDIP, KPA, PPSA, RODO, registry, special-procedure, and advocate/radca letter regimes.
Use when preparing applications for recognition and enforcement of foreign arbitral awards in Poland, applications for setting aside arbitral awards under KPC art. 1205–1211, or opposing such applications — mapping Article V of the 1958 New York Convention to art. 1214–1215 of the Polish KPC, identifying grounds for refusal, structuring public policy arguments
基于 SOC 职业分类
正在显示 SKILL.md
| name | memstack-business-contract-template |
| title | Contract Template — Drafting service agreement... |
| description | Use this skill when the user says 'contract', 'agreement', 'service agreement', 'NDA', 'freelance contract', 'consulting agreement', or needs service agreements with IP ownership, payment terms, and termination clauses. Do NOT use for invoicing or client onboarding. |
| author | cwinvestments |
| author_url | https://github.com/cwinvestments/memstack/tree/master/skills/business/contract-template |
| license | MIT |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | contracts |
| language | en |
Provides service agreement, NDA, and subcontractor templates with scope, payment, IP ownership, confidentiality, termination, and liability clauses.
When this skill activates, output:
Contract Template — Drafting service agreement...
Then execute the protocol below.
| Context | Status |
|---|---|
| User says "contract", "agreement", "service agreement", "NDA" | ACTIVE |
| User says "freelance contract" or "consulting agreement" | ACTIVE |
| User needs a written agreement for client or vendor work | ACTIVE |
| User wants an invoice | DORMANT — use Invoice Generator |
| User wants a project proposal | DORMANT — use Proposal Writer |
| Mistake | Why It's Wrong |
|---|---|
| "Handshake deal, no contract" | Verbal agreements are unenforceable. A simple contract protects both parties. |
| "Skip IP ownership clause" | Without explicit IP transfer, the creator often retains rights by default. Always specify. |
| "No termination clause" | Without exit terms, either party is trapped. Define how and when the contract can end. |
| "Copy a template without reading" | Every clause should match your actual arrangement. Mismatched terms create liability. |
| "No dispute resolution" | Without a specified method (mediation, arbitration, jurisdiction), disputes escalate to costly litigation. |
Disclaimer: These templates are starting points, not legal advice. Have an attorney review contracts before use, especially for high-value engagements.
If the user hasn't provided details, ask:
- Contract type — service agreement, NDA, subcontractor agreement, or other?
- Parties — who is the provider and who is the client?
- Scope — what work is being performed?
- Payment — flat fee, hourly, retainer, milestone-based?
| Type | Use When | Key Clauses |
|---|---|---|
| Service Agreement | Providing professional services to a client | Scope, payment, IP, liability, termination |
| NDA (Mutual) | Both parties share confidential information | Definition of confidential info, exclusions, duration, remedies |
| NDA (One-way) | Only one party shares confidential info | Same as mutual but obligations on one side |
| Subcontractor Agreement | Hiring someone to help deliver client work | Scope, payment, IP assignment, confidentiality, non-solicitation |
| Retainer Agreement | Ongoing monthly services at a fixed rate | Hours/month, rollover policy, scope boundaries, renewal |
1. Parties & Effective Date:
This [Agreement Type] ("Agreement") is entered into as of [Date]
("Effective Date") by and between:
**[Provider Name]** ("[Provider/Contractor]")
[Address]
[Email]
and
**[Client Name]** ("Client")
[Address]
[Email]
2. Scope of Work:
Provider agrees to perform the following services ("Services"):
1. [Deliverable 1 — specific description]
2. [Deliverable 2 — specific description]
3. [Deliverable 3 — specific description]
Out of scope (requires separate agreement or change order):
- [Excluded item 1]
- [Excluded item 2]
3. Payment Terms:
Compensation:
- [Flat fee: $X for completion of all Services]
OR
- [Hourly rate: $X/hour, billed [weekly/monthly], capped at [X] hours]
OR
- [Milestone: $X upon completion of each milestone per Schedule A]
OR
- [Retainer: $X/month for up to [X] hours, additional hours at $X/hour]
Payment schedule:
- [50% deposit due upon signing; 50% upon completion]
OR
- [Net 30 from invoice date]
Late payment:
- Invoices unpaid after [30] days will incur [1.5]% monthly interest.
- Provider may suspend Services after [15] days of non-payment.
4. Intellectual Property:
Option A — Full IP Transfer (most common for client work):
Upon full payment, all work product created under this Agreement
("Work Product") shall be the exclusive property of Client. Provider
assigns all rights, title, and interest in the Work Product to Client.
Option B — License (provider retains ownership):
Provider retains all rights to the Work Product and grants Client a
perpetual, non-exclusive, worldwide license to use, modify, and
distribute the Work Product for Client's business purposes.
Option C — Shared (split ownership):
Client owns the final deliverables. Provider retains the right to
reuse general techniques, methodologies, and non-client-specific
components ("Provider Tools") in future work.
Pre-existing IP:
Any pre-existing intellectual property brought to this engagement
remains the property of its original owner.
5. Confidentiality:
Each party agrees to keep confidential all non-public information
disclosed by the other party ("Confidential Information"), including
but not limited to: business plans, customer data, financial records,
technical specifications, and trade secrets.
Exclusions — Information is not confidential if it:
(a) is or becomes publicly available without breach;
(b) was known to the receiving party before disclosure;
(c) is independently developed without use of confidential information;
(d) is disclosed pursuant to legal requirement (with prior notice).
Duration: Confidentiality obligations survive for [2/3/5] years
after termination of this Agreement.
6. Termination:
Either party may terminate this Agreement:
(a) For convenience: with [30] days written notice;
(b) For cause: if the other party materially breaches and fails to
cure within [15] days of written notice;
(c) Immediately: if the other party becomes insolvent or bankrupt.
Upon termination:
- Client pays for all Services performed through the termination date.
- Provider delivers all completed and in-progress Work Product.
- Confidentiality and IP provisions survive termination.
7. Liability & Indemnification:
Limitation of Liability:
Provider's total liability under this Agreement shall not exceed
the total fees paid by Client in the [12] months preceding the claim.
Neither party shall be liable for indirect, incidental, consequential,
or punitive damages.
Indemnification:
Each party shall indemnify and hold harmless the other from claims
arising from their own negligence, willful misconduct, or breach
of this Agreement.
8. Dispute Resolution:
Any dispute arising from this Agreement shall be resolved as follows:
1. Good faith negotiation between the parties (30 days);
2. If unresolved, mediation in [City, State];
3. If mediation fails, binding arbitration under [AAA/JAMS] rules;
4. Governing law: State of [State].
## NON-DISCLOSURE AGREEMENT
This NDA is entered into as of [Date] between:
**Disclosing Party:** [Name]
**Receiving Party:** [Name]
1. **Definition:** "Confidential Information" means all non-public
information disclosed in writing, orally, or by inspection,
marked as confidential or reasonably understood to be confidential.
2. **Obligations:** Receiving Party shall: (a) use Confidential
Information solely for [Purpose]; (b) not disclose to third
parties without written consent; (c) protect with reasonable care.
3. **Exclusions:** [Same as Section 5 above]
4. **Duration:** [2] years from date of disclosure.
5. **Return:** Upon request, Receiving Party shall return or destroy
all Confidential Information and certify destruction in writing.
6. **Remedies:** Unauthorized disclosure may cause irreparable harm.
Disclosing Party may seek injunctive relief in addition to damages.
7. **Governing Law:** State of [State].
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the Effective Date.
**[Provider Name]**
Signature: _________________________
Name: [Full name]
Title: [Title]
Date: [Date]
**[Client Name]**
Signature: _________________________
Name: [Full name]
Title: [Title]
Date: [Date]
Before sending:
Deliver the contract as a complete document with all selected clauses assembled in order, ready for legal review and signing.
Contract Template — Complete!
Type: [Service Agreement / NDA / Subcontractor / Retainer]
Parties: [Provider] and [Client]
Duration: [Start] to [End / Ongoing]
Payment: [Terms summary]
IP: [Transfer / License / Shared]
Next steps:
1. Review all clauses to ensure they match your arrangement
2. Have an attorney review before sending (especially >$10K)
3. Send to client for review with reasonable response time
4. Both parties sign and date
5. Store executed copy securely (both parties keep a copy)