vendor-agreement

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 .metapowers/legal/<project>/skip-log.md: - <ISO timestamp> — <skill name> skipped prerequisite check for <artifact file> — reason: <reason or "none given">.

Prerequisites

Check that .metapowers/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 .metapowers/legal/<project>/00-assess.md for risk and jurisdiction context
   • Read ${CLAUDE_PLUGIN_ROOT}/shared/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