New contract

New Contract Skill

Takes an accepted proposal and generates a legally-sound contract from reusable blocks, then verifies it against standard positions.

Phase 1: Load Proposal Context

Ask which proposal this is for:

• "Which proposal are we turning into a contract?"
• Load ~/business/proposals/{client}/{proposal-file}.md
• Extract: client name, scope, timeline, investment, payment terms

Phase 2: Select Template Structure

Reference ~/ops/templates/contract-structure.md which outlines:

# Contract Structure

## Header
- Parties (your company, their company)
- Effective date
- Contract value and payment terms

## Scope of Work
- Phase 1, 2, 3 (from proposal)
- What's included, what's not
- Deliverables and timeline
- Acceptance criteria

## Terms
- Payment schedule (milestones)
- Payment method (wire, ACH, check)
- Late payment terms (if any)
- Invoicing frequency

## Legal Blocks (see templates/blocks/)
- **IP Assignment** – Who owns the code/design?
- **Warranty** – Your guarantee period (typically 30 days)
- **Limitation of Liability** – Cap on damages
- **Confidentiality** – NDA terms
- **Termination** – How to exit the contract
- **Dispute Resolution** – How to handle disagreements

## Signatures
- Your signature line
- Their signature line
- Date spaces

Phase 3: Assemble Contract

Create the contract by combining:

1. Structure from templates/contract-structure.md

2. Reusable legal blocks from templates/blocks/

   • payment-terms.md – Standard payment language
   • ip-assignment.md – IP ownership clause
   • warranty.md – 30-day warranty standard
   • termination.md – How contract can end
   • liability.md – Limitation of liability

3. Replace placeholders:

   • {CLIENT_NAME} → Actual company name
   • {PROJECT_NAME} → Project name from proposal
   • {TOTAL_VALUE} → Contract value
   • {PAYMENT_1}, {PAYMENT_2}, etc. → Milestone amounts
   • {PHASE_1_DELIVERABLES} → What they get
   • {TIMELINE} → When it ships
   • {HOURLY_RATE} → If relevant for change orders
   • {YOUR_NAME} → Your legal name
   • {YOUR_COMPANY} → Your business entity

Phase 4: Review with Reviewer Agent

Call the reviewer agent to check the contract:

Invoke reviewer agent with contract and ask:
- Are all required clauses present?
- Do payment terms match what we proposed?
- Are there any contradictions or gaps?
- Does scope match the proposal exactly?
- Are milestone deliverables clear enough to enforce?
- Any red flags in this version for your standard positions?

Reviewer checks against:
- ~/business/memory/clients.md (client history, any special terms)
- ~/ops/templates/blocks/ (standard language consistency)
- Industry standards (for your type of work)

Reviewer will surface:

• Missing clauses that should be there
• Language that differs from your standard blocks (consistency check)
• Potential ambiguities in scope or timeline
• Payment terms that deviate from your standard

Phase 5: Adjust If Needed

Reviewer flags issues. You decide:

Common adjustments:

• Scope ambiguity: Tighten language in Phase descriptions
• Timeline risk: Add "subject to client providing assets by [date]"
• Payment risk: Request larger up-front payment if client is new
• IP concern: Clarify that you own templates/frameworks; they own their content
• Late payment: Consider adding 1.5% monthly interest clause

Never budge on:

• Your liability limitation (critical for small business)
• IP ownership of your frameworks/processes
• 30-day warranty period (protection and reasonable)

Phase 6: Finalize

Once reviewer approves:

# Save contract
mkdir -p ~/business/contracts/{client-name}
# File location: ~/business/contracts/{client-name}/contract-{project-name}-{date}.md

Document the contract in the project ops file:

# Update ~/ops/projects/{project-name}.md
status: active
contract:
  value: $XXXX
  signed_date: YYYY-MM-DD
  milestones:
    - name: Phase 1
      value: 5000
      status: not-started
      due: YYYY-MM-DD
    - name: Phase 2
      value: 5000
      status: not-started
      due: YYYY-MM-DD
    - name: Phase 3
      value: 5000
      status: not-started
      due: YYYY-MM-DD

Phase 7: Send for Signature

You handle this part manually (contract negotiation sometimes needs a human touch).

Generate signature email:
---
Hi {Client Contact},

Attached is the contract for {Project Name}. When you're ready,
please have {Decision Maker} review and sign.

Key terms:
- Total value: ${TOTAL}
- Milestones: {Summary of payment schedule}
- Timeline: {Start date} to {End date}
- Our commitment: {What they're getting}

Please let me know if you have questions on any terms.

Best,
{Your Name}
---

Phase 8: Update Project Status

When contract is signed by both parties:

# Update ~/ops/projects/{project-name}.md
status: active
contract:
  signed_date: YYYY-MM-DD
  client_signed: true
  you_signed: true
start_date: YYYY-MM-DD

Create project repo:

# Run /new-project to scaffold repo structure

Common Contract Scenarios

New Client (High Risk)

• Higher up-front payment (50% instead of 33%)
• Shorter payment terms (Net 15 instead of Net 30)
• Add references/case studies section
• Consider requesting email approval from decision maker before signing

Existing Client (Low Risk)

• Standard terms from your contract blocks
• Can offer slightly better terms (Net 30 vs Net 15)
• May skip some formality, but still use contract

Rapid Timeline Project

• Add "client will provide assets by [DATE] to maintain schedule"
• Include rush fee if they want faster delivery
• Milestone 1 due sooner, money sooner

Uncertain Scope

• Use "fixed + overage" model
• Add change order process explicitly
• Set hourly rate for out-of-scope work: {HOURLY_RATE}

Standard Positions (Non-Negotiable)

Your contracts should maintain these positions:

1. IP Assignment: Client owns the final deliverable. You own your frameworks/processes/templates.
2. Warranty: 30 days. Covers bugs you introduced, not client changes.
3. Limitation of Liability: Capped at contract value. Protects you from catastrophic claims.
4. Payment Terms: Net 30 is standard. Shorter if new client, longer only with premium.
5. Confidentiality: Mutual. You don't share their info, they don't share yours.
6. Termination: Client can terminate with 14 days notice + payment for completed work.

Red Flags to Resist

• Unlimited liability: No. Cap it at contract value.
• IP ownership of frameworks: No. They own their content, you own your tools.
• Non-compete: Only if they're paying premium for exclusivity.
• No payment terms: Require Net 30 maximum. Longer is cash flow risk.
• Vague scope: Make it specific or add change order clause.
• No timeline: Bad for both of you. Set milestones explicitly.

After Signature

Contract signed → Project starts:

1. Create project repo (via /new-project)
2. Update ops file with start date
3. Set up milestone tracking
4. Daily standup includes this project
5. SessionEnd hooks auto-update status

---

Reads:

• ~/business/proposals/{client}/ (proposal document)
• ~/ops/templates/contract-structure.md (contract template)
• ~/ops/templates/blocks/ (reusable legal language)
• ~/business/memory/clients.md (client history)

Writes:

• ~/business/contracts/{client}/ (final contract document)
• ~/ops/projects/{project-name}.md (project ops file with contract details)

Calls: reviewer agent (to validate contract)

Next steps: /new-project to scaffold work, then daily standup includes new project