Legal Vendor Agreement

---
name: legal-vendor-agreement
description: Draft a vendor or supplier services agreement from the buyer's side — scope and SOW, SLAs, key personnel, pricing, change orders, data protection, indemnities, insurance, termination and transition. Use when the user is hiring an outside vendor, agency or supplier and needs a services contract that protects them.
metadata:
  argument-hint: "[project] [--skip-checks]"
  workflow: legal
  phase: 1
  artifact: 01-draft.md
---

# Vendor Agreement

Draft a vendor or supplier services agreement for "$ARGUMENTS". Generate a comprehensive agreement covering scope of services, performance standards, data protection, and risk allocation.

> **Note:** AI-generated legal content does not constitute legal advice. Consult a qualified attorney.

**Arguments.** `$ARGUMENTS` may contain the project name and optional flags. Take the first token as `<project>` and treat `--skip-checks` as a flag; never include flags in file paths. All paths below use `<project>`. If `--skip-checks` is present, skip the prerequisite check and, **before writing any artifact**, append one line to `.singularskills/log.jsonl`: `{"ts":"<ISO timestamp>","skill":"legal-vendor-agreement","workflow":"legal","phase":1,"project":"<project>","event":"skipped","artifact":"01-draft.md","note":"<reason or \"none given\">"}`.

## Prerequisites

**Part of a workflow.** This skill is phase 1 (Draft) of the Legal Lifecycle workflow (`legal`); cross-domain workflows run it too. First check `.singularskills/log.jsonl` for an open run for this project: a `run-started` line with `"project":"<project>"` and no later `run-finished` line for the same `workflow` and `project`. If one exists, the conductor is running you: continue here. Otherwise, if the user asked to start, run, continue or resume a process or workflow rather than this one step, do not continue here: invoke the `workflow` skill with the workflow the user asked for, or `legal` when they named none, followed by `<project>`; it runs this phase in order, asks before it writes and records the run. Otherwise continue here: a later phase runs on its own, behind its gate.

Run this skill's gate before writing: `sh <this skill's folder>/scripts/gate.sh <project> <project root>`, where `<project root>` is the folder that contains `.singularskills/` (use `.` when you are already there). If it exits non-zero, stop and tell the user what it printed, unless `--skip-checks` was given (see Arguments). On a refusal, before you stop, append this line to `.singularskills/log.jsonl` (create the folder and file if missing): `{"ts":"<ISO timestamp>","skill":"legal-vendor-agreement","workflow":"legal","phase":1,"project":"<project>","event":"refused","artifact":"01-draft.md","note":"<what the gate printed>"}`. Once the gate has passed, or under `--skip-checks` once you have appended the `skipped` line, append this line before you start work: `{"ts":"<ISO timestamp>","skill":"legal-vendor-agreement","workflow":"legal","phase":1,"project":"<project>","event":"started","artifact":"01-draft.md","note":""}`.

Check that `.singularskills/legal/<project>/00-assess.md` exists. If it does not exist, stop and tell the user:

> "Run an Assess skill first (e.g. `/legal-risk-assessment <project>`) to generate the prerequisite assessment artifact."

## Process

1. **Read inputs:**
   - Read `.singularskills/legal/<project>/00-assess.md` for risk and jurisdiction context
   - Read `references/contract-template.md` for standard contract provisions

2. **Identify engagement context:**
   - Nature of services being procured
   - Vendor type (technology, consulting, staffing, facilities, etc.)
   - Engagement duration and renewal expectations
   - Data access and sensitivity level
   - Criticality to business operations

3. **Draft the following sections:**

   - **Scope of Services** — detailed description of services with reference to Statement of Work (SOW), deliverables and acceptance criteria, out-of-scope items explicitly excluded
   - **Performance Standards and SLAs** — measurable performance metrics, reporting frequency and format, remedies for failure to meet SLAs (service credits, termination right), benchmarking rights
   - **Key Personnel** — named key personnel (if applicable), replacement notice and approval requirements, non-solicitation of key personnel
   - **Pricing and Payment Terms** — fee structure (fixed, T&M, milestone-based), payment schedule and invoicing requirements, late payment terms, price escalation provisions, most-favored-customer clause (if applicable)
   - **Expenses** — reimbursable expense categories, pre-approval requirements and thresholds, documentation and receipting requirements
   - **Change Order Process** — procedure for requesting changes to scope, impact assessment requirements (cost, timeline, resources), written approval requirements, dispute resolution for change order disagreements
   - **Confidentiality** — mutual confidentiality obligations, definition of confidential information, permitted disclosures, return/destruction on termination
   - **Data Protection Obligations** — data processing agreement (if vendor processes personal data), data security standards and certifications, breach notification requirements and timelines, data handling restrictions (location, subprocessing), audit and inspection rights
   - **Representations and Warranties** — vendor authority and capacity, compliance with applicable laws, non-infringement of third-party IP, quality of services (professional standards, industry best practices), personnel qualifications and background checks
   - **Indemnification** — IP infringement indemnification, negligence and willful misconduct, data breach costs and liabilities, third-party claims arising from vendor's services, indemnification process and control of defense
   - **Insurance Requirements** — required coverage types (general liability, professional liability/E&O, cyber liability, workers' compensation), minimum coverage amounts, certificate of insurance requirements, additional insured status
   - **Termination** — termination for convenience (notice period, wind-down fees), termination for cause (cure period, material breach triggers), termination for insolvency, partial termination rights (individual SOWs)
   - **Transition Assistance** — vendor obligations during transition period, knowledge transfer requirements, cooperation with successor vendor, duration and cost of transition services
   - **Limitation of Liability** — aggregate liability cap (typically total fees under the agreement), exclusion of consequential damages, carve-outs (IP indemnification, confidentiality breach, data breach, willful misconduct, bodily injury)
   - **Governing Law** — choice of law, dispute resolution (escalation ladder: negotiation, mediation, arbitration/litigation), venue selection

4. **Write the artifact** — append to `.singularskills/legal/<project>/01-draft.md` under a `## Vendor Agreement` section. Create the file with a `# Draft — <project>` heading if it does not exist; if a `## Vendor Agreement` section already exists, replace only that section.

## Output

The vendor agreement draft appended to `.singularskills/legal/<project>/01-draft.md`. Present a summary to the user highlighting:
- Service type and engagement model
- Key performance standards and SLA provisions
- Data protection and security obligations
- Insurance and indemnification requirements
- Termination and transition provisions
- Areas flagged for attorney review

**Record the run.** After you have written your section, append this line to `.singularskills/log.jsonl` (the `started` line of Prerequisites, with `"event":"finished"`): `{"ts":"<ISO timestamp>","skill":"legal-vendor-agreement","workflow":"legal","phase":1,"project":"<project>","event":"finished","artifact":"01-draft.md","note":""}`.

This artifact is shared by every skill of phase 1 (Draft). The frontmatter is written once, by whoever creates the file: if you create it, open it with the block below (`skill` is the phase title, `started` the time of that first write; `gate` is `passed` when the gate ran clean and `skipped` under `--skip-checks`); if it already exists, leave the block alone except to update `finished` and to set `gate` to the worst value among the sections (`skipped` over `passed`).

```yaml
---
skill: Draft
workflow: legal
phase: 1
project: <project>
started: <ISO timestamp>
finished: <ISO timestamp>
agent: <the agent you run in, or "unknown">
gate: <passed|skipped>
---
```

Open your `## Vendor Agreement` section with one italic line, `*<skill name> · <ISO timestamp> · gate: <passed|skipped>*` (your skill name is `legal-vendor-agreement`).

End your section with `### Decisions` and `### Open questions` (one level under your `## Vendor Agreement` heading, so the section stays one block), in this shape:

```markdown
### Decisions
- <what was chosen> — <why> — <what was rejected>

### Open questions
- <what the next phase or a reviewer must settle>
```