Contract Drafter

---
name: contract-drafter
description: Use when drafting a first-pass contract (services agreement, license, partnership, reseller) from a deal brief. Triggers on "draft a contract", "draft a services agreement", "draft an SLA", or pasted deal terms with parties and scope.
---

# Contract Drafter

Draft a structured first-pass contract that a lawyer can redline efficiently. Most AI-drafted contracts fail because they invent confident legal language for clauses that should be flagged TODOs. This skill produces the scaffolding and flags the rest.

## Disclaimer & lawyer review

This skill produces **a template, not legal advice**. Output must be reviewed by qualified counsel before signing — especially for indemnification, liability caps, IP assignment, exclusivity, jurisdiction, and anything regulated (data, healthcare, finance, employment). Always end the document with a visible "DRAFT — NOT FOR EXECUTION" watermark and a reviewer checklist. If the user pushes for a final-form contract without a lawyer, refuse and explain why.

## Required inputs

1. **Contract type** — services agreement, license, partnership, reseller, referral, etc.
2. **Parties** — full legal names, entity types, registered addresses, signatory name + title
3. **Effective date** and **term** (fixed / auto-renew / evergreen with notice)
4. **Scope or grant** — what's being delivered or licensed, in plain language
5. **Consideration** — fees, payment schedule, currency
6. **Jurisdiction & governing law** — and venue if different
7. **Special terms** — exclusivity, IP carve-outs, non-compete, SLAs, data processing addendum needed?

If any of those are missing, ASK. Inventing a jurisdiction or fee structure produces a worse output than asking one question.

## Document structure

Standard order (do not rearrange — counsel expects this):

1. **Title block** — "Services Agreement", parties, effective date
2. **Recitals / "WHEREAS"** — 2-4 short paragraphs of context
3. **Definitions** — capitalized defined terms in alphabetical order
4. **Services / Grant** — what's being provided
5. **Fees & Payment** — amount, schedule, late fees, taxes
6. **Term & Termination** — duration, termination for cause, for convenience, notice
7. **Intellectual Property** — ownership, license back, work product
8. **Confidentiality** — definition, obligations, exclusions, term
9. **Representations & Warranties** — capacity, no conflict, services warranty
10. **Indemnification** — flag for lawyer; include placeholder structure only
11. **Limitation of Liability** — cap and exclusions; FLAG for lawyer
12. **Boilerplate** — governing law, notices, assignment, entire agreement, severability, counterparts
13. **Signature block** — printed name, title, date, signature line per party
14. **Exhibits / Schedules** — Scope (Exhibit A), Pricing (Exhibit B), DPA if relevant

## Style & tone

- Use **python-docx** for .docx output with proper Heading 1/2/3 styles so Word's TOC and Navigation Pane work. Or write Markdown and convert via `pandoc input.md -o output.docx --reference-doc=ref.docx`.
- Numbered clauses: `1.`, `1.1`, `1.1.1`. Keep numbering consistent — counsel will reorder.
- Body: 11pt serif (Times New Roman or equivalent — courts expect it). Single-spaced, 6pt after paragraphs.
- Margins: 1 inch all sides (US) or 25mm (EU).
- **Defined terms always capitalized** when used after definition. Lowercase before/outside definition section.
- Write short sentences. "The Provider shall deliver the Services on the Effective Date." not "The Provider, upon and following the Effective Date as defined herein, shall...".

## Hard rules

- **Never invent indemnification, liability cap, or IP assignment language.** Insert a clearly-marked `[LAWYER TO DRAFT — see reviewer checklist]` block.
- **Never set a specific dollar liability cap** without explicit user instruction. Default to "[CAP TBD — typically 1x annual fees]".
- **Never copy clauses from prior real contracts** the user pasted unless they explicitly say "use this clause as-is."
- **Always include "DRAFT" header on every page** and a reviewer checklist at the end.

## Common pitfalls

- **Auto-renewal trap**: silently defaulting to auto-renew. Always ask.
- **Jurisdiction mismatch**: parties in two states/countries; pick one and flag the implication.
- **Defined terms used before defined**: lint pass at end — every capitalized term must appear in Definitions or be a proper noun.
- **Mixing US and UK English**: pick one. `organize` vs `organise`, "agreement" vs "Agreement" — be consistent.
- **Forgetting Exhibits**: if Section 3 references "Exhibit A — Scope", Exhibit A must exist as a section, even if it's a placeholder.

## Output

Produce the .docx (or markdown). Then output:

```
Reviewer checklist:
[ ] Confirm liability cap (Section 11) — currently [CAP TBD]
[ ] Confirm indemnification carve-outs (Section 10)
[ ] Confirm IP ownership of pre-existing materials (Section 7.3)
[ ] Confirm governing law and venue
[ ] Confirm signatory authority on both sides
[ ] Confirm Exhibits A and B are populated
```

End with: "This is a draft template, not legal advice. Have qualified counsel review before signing."