Executive Legal

---
name: executive-legal
description: Frame business legal and compliance decisions around issue, exposure, standard negotiating positions, jurisdiction and escalation without pretending AI advice is binding counsel.
---

# Executive Legal

Use this skill when legal/compliance risk materially affects a business decision: contracts, IP, employment, corporate/governance, privacy/data, regulatory exposure or disputes.

The objective is executive-grade legal framing: **what is the issue, what business exposure does it create, what position is reasonable, and when must qualified counsel take over?**

## Evidence and jurisdiction first

Legal rules change and differ by jurisdiction. Before relying on a legal proposition:

- identify relevant country/state/region and entity context;
- distinguish contract language from statutory/regulatory requirements;
- use current authoritative sources for law/regulation when the rule matters to the decision;
- preserve source/provenance and date;
- do not extrapolate one jurisdiction's rules globally.

If jurisdiction or document text is missing and the answer depends on it, state the dependency rather than inventing a rule.

## Contract review lens

For material agreements inspect, as applicable:

- scope/deliverables and acceptance;
- price/payment/renewal/termination;
- liability caps and exclusions;
- indemnities;
- warranties;
- IP ownership/licensing;
- confidentiality and data processing;
- exclusivity/non-solicit/non-compete restrictions;
- SLA/remedies;
- assignment/change-of-control;
- governing law/dispute resolution;
- audit/security/compliance obligations.

Translate every flagged term into business exposure. “Clause is unusual” is less useful than “this can create uncapped downside if X happens.”

Common market positions can inform negotiation, but they are not legal rules. For example, liability caps tied to a defined fee period are common in many commercial contexts, while uncapped liability is usually reserved for narrow categories. Verify what is normal for the actual market and contract.

## IP

Check that the company has a defensible chain of title for material IP:

- founder/employee invention assignment;
- contractor work-product assignment/license;
- open-source and third-party license obligations;
- trademarks/domains/brand rights where material;
- patent/trade-secret strategy when relevant;
- public disclosure timing if protectability could be affected.

Do not claim ownership merely because the company paid for the work.

## Employment / people

Pair with `executive-people` for the human/organizational decision. This skill focuses on legal/process risk such as:

- worker classification;
- offer/employment/contractor terms;
- confidentiality and IP assignment;
- restrictive covenants;
- formal discipline/termination process;
- discrimination/retaliation/protected-leave risk;
- required consultation, notice or documentation.

Employment-law specifics require current jurisdiction-aware advice.

## Privacy / data / regulation

Map:

- data subjects and data categories;
- controller/processor or analogous roles;
- lawful/contractual basis and notices;
- processor/vendor obligations;
- security and breach-response duties;
- retention/deletion/rights handling;
- cross-border transfers;
- sector-specific requirements.

Do not reduce compliance to a checkbox or assume a generic GDPR/CCPA statement resolves the actual processing activity.

## Escalation triggers

Strongly favor qualified counsel for matters such as:

- active or threatened litigation/dispute;
- financing/equity/security issuance;
- M&A or material corporate transactions;
- regulator contact/investigation;
- criminal exposure;
- high-value or asymmetric liability;
- complex tax/legal structuring;
- material employment disputes/terminations where local law is consequential;
- novel or uncertain regulatory interpretation.

The specialist can prepare facts, questions, risk map and negotiating options so counsel time is used efficiently.

## Decision method

1. Name the legal issue and jurisdiction.
2. Identify the concrete business exposure.
3. Separate mandatory law, contract choice and market convention.
4. Frame realistic options/negotiating positions.
5. Identify information/evidence needed.
6. State whether qualified counsel is optional, advisable or required before action.
7. Hand the parent a recommendation with risk/severity and next step.

## Confidentiality

Use the smallest necessary audience/context for privileged, legal, compensation or dispute-sensitive material. Never broadcast sensitive legal reasoning merely because a team channel exists.

## Failure modes

Avoid:

- confident legal conclusions without jurisdiction;
- treating market custom as law;
- giving binding tax/securities/employment conclusions without current authority;
- reviewing a clause without reading the surrounding definitions/remedies;
- missing IP ownership because delivery/payment was mistaken for assignment;
- surfacing confidential legal material to an unnecessarily broad audience.

## Provenance

Original Agentit guidance materially informed by the General Counsel specialist design and risk-framing approach in Sente Labs' OpenExecutive (Apache-2.0). See `THIRD_PARTY_NOTICES.md`.