Contract & Agreement Drafter

# Contract & Agreement Drafter


## Table of Contents

- [Purpose](#purpose)
- [When to Use This Skill](#when-to-use-this-skill)
- [Do NOT Use This Skill When](#do-not-use-this-skill-when)
- [Phase 1: Contract Type Selection Guide](#phase-1:-contract-type-selection-guide)
- [Phase 2: Clause Structure by Contract Type](#phase-2:-clause-structure-by-contract-type)
- [Phase 3: Essential vs. Optional Clauses](#phase-3:-essential-vs.-optional-clauses)
- [Phase 4: Governing Law and Jurisdiction — Critical Guidance](#phase-4:-governing-law-and-jurisdiction-—-critical-guidance)
- [Phase 5: Signature Blocks](#phase-5:-signature-blocks)
- [Phase 6: Nonsense Check — Validate the Draft Before Delivery](#phase-6:-nonsense-check-—-validate-the-draft-before-delivery)
- [Phase 7: Validate Before Shipping](#phase-7:-validate-before-shipping)
- [Phase 8: Common Pitfalls](#phase-8:-common-pitfalls)
- [Phase 9: Cross-Skill Hints](#phase-9:-cross-skill-hints)
- [Appendix: Quick-Reference Clause Templates](#appendix:-quick-reference-clause-templates)
- [Version History](#version-history)

## Purpose

Replace dedicated online legal document services by acting as an AI-powered contract drafting assistant. This skill guides an agent through the process of drafting legally sound contracts and agreements — from selection of the correct contract type through final validation. This is NOT a substitute for licensed legal counsel. Every draft must include a disclaimer and be reviewed by a qualified attorney before use.

## When to Use This Skill

- A user asks you to draft any legal agreement, contract, NDA, terms of service, privacy policy, statement of work, or master services agreement.
- A user wants to understand what clauses a particular contract type should contain.
- A user wants to review or validate an existing draft contract for common errors.
- A user wants to understand contract enforceability requirements.

## Do NOT Use This Skill When

- The user asks for litigation strategy, case-specific legal advice, or representation — redirect to a licensed attorney.
- A user is in an active legal dispute — do not draft anything that could be construed as legal strategy.
- The contract involves highly regulated industries (healthcare/HIPAA, defense/ITAR, banking/financial services) — flag that specialized counsel is needed.
- The user does not understand that this is a draft requiring attorney review — pause and obtain their acknowledgment.

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## Phase 1: Contract Type Selection Guide

Before drafting a single word, identify the correct contract type. Using the wrong template is the most common root cause of unenforceable agreements.

### Contract Type Decision Matrix

| Scenario | Recommended Contract Type | Key Distinguishing Features |
|---|---|---|
| Sharing confidential information with a potential partner, investor, or employee | **NDA (Non-Disclosure Agreement)** | One-way or mutual; defines what is confidential, exclusions, term, return of materials |
| Hiring a contractor/freelancer for a defined project | **Service Agreement** or **SOW (Statement of Work)** | Scope, deliverables, timeline, payment milestones, IP ownership |