/contract-template

name: memstack-business-contract-template
description: "Use this skill when the user says 'contract', 'agreement', 'service agreement', 'NDA', 'freelance contract', 'consulting agreement', or needs service agreements with IP ownership, payment terms, and termination clauses. Do NOT use for invoicing or client onboarding."
version: 1.0.0
license: "Proprietary, MemStack™ Pro by CW Affiliate Investments LLC. See LICENSE.txt"

Contract Template: Drafting service agreement...

*Provides service agreement, NDA, and subcontractor templates with scope, payment, IP ownership, confidentiality, termination, and liability clauses.*

Activation

When this skill activates, output:

`Contract Template: Drafting service agreement...`

Then execute the protocol below.

Context Guard

| Context | Status | |---------|--------| | User says "contract", "agreement", "service agreement", "NDA" | ACTIVE | | User says "freelance contract" or "consulting agreement" | ACTIVE | | User needs a written agreement for client or vendor work | ACTIVE | | User wants an invoice | DORMANT: use Invoice Generator | | User wants a project proposal | DORMANT: use Proposal Writer |

Common Mistakes

| Mistake | Why It's Wrong | |---------|---------------| | "Handshake deal, no contract" | Verbal agreements are unenforceable. A simple contract protects both parties. | | "Skip IP ownership clause" | Without explicit IP transfer, the creator often retains rights by default. Always specify. | | "No termination clause" | Without exit terms, either party is trapped. Define how and when the contract can end. | | "Copy a template without reading" | Every clause should match your actual arrangement. Mismatched terms create liability. | | "No dispute resolution" | Without a specified method (mediation, arbitration, jurisdiction), disputes escalate to costly litigation. |

**Disclaimer:** These templates are starting points, not legal advice. Have an attorney review contracts before use, especially for high-value engagements.

Protocol

Step 1: Gather Contract Requirements

If the user hasn't provided details, ask:

> 1. **Contract type**: service agreement, NDA, subcontractor agreement, or other? > 2. **Parties**: who is the provider and who is the client? > 3. **Scope**: what work is being performed? > 4. **Payment**: flat fee, hourly, retainer, milestone-based? > 5. **Duration**: start date, end date, or ongoing? > 6. **Special terms**: non-compete, exclusivity, IP considerations?

Step 2: Select Contract Type

| Type | Use When | Key Clauses | |------|---------|-------------| | **Service Agreement** | Providing professional services to a client | Scope, payment, IP, liability, termination | | **NDA (Mutual)** | Both parties share confidential information | Definition of confidential info, exclusions, duration, remedies | | **NDA (One-way)** | Only one party shares confidential info | Same as mutual but obligations on one side | | **Subcontractor Agreement** | Hiring someone to help deliver client work | Scope, payment, IP assignment, confidentiality, non-solicitation | | **Retainer Agreement** | Ongoing monthly services at a fixed rate | Hours/month, rollover policy, scope boundaries, renewal |

Step 3: Draft Core Clauses

**1. Parties & Effective Date:**

This [Agreement Type] ("Agreement") is entered into as of [Date]
("Effective Date") by and between:

**[Provider Name]** ("[Provider/Contractor]")
[Address]
[Email]

and

**[Client Name]** ("Client")
[Address]
[Email]

**2. Scope of Work:**

Provider agrees to perform the following services ("Services"):

1. [Deliverable 1: specific description]
2. [Deliverable 2: specific description]
3. [Deliverable 3: specific description]

Out of scope (requires separate agreement or change order):
- [Excluded item 1]
- [Excluded item 2]

**3. Payment Terms:**

Compensation:
- [Flat fee: $X for completion of all Services]
  OR
- [Hourly rate: $X/hour, billed [weekly/monthly], capped at [X] hours]
  OR
- [Milestone: $X upon completion of each milestone per Schedule A]
  OR
- [Retainer: $X/month for up to [X] hours, additional hours at $X/hour]

Payment schedule:
- [50% deposit due upon signing; 50% upon completion]
  OR
- [Net 30 from invoice date]

Late payment:
- Invoices unpaid after [30] days will incur [1.5]% monthly interest.
- Provider may suspend Services after [15] days of non-payment.

**4. Intellectual Property:**

Option A, Full IP Transfer (most common for client work):
Upon full payment, all work product created under this Agreement
("Work Product") shall be the exclusive property of Client. Provider
assigns all rights, title, and interest in the Work Product to Client.

Option B: License (provider retains ownership):
Provider retains all rights to the Work Product and grants Client a
perpetual, non-exclusive, worldwide license to use, modify, and
distribute the Work Product for Client's business purposes.

Option C, Shared (split ownership):
Client owns the final deliverables. Provider retains the right to
reuse general techniques, methodologies, and non-client-specific
components ("Provider Tools") in future work.

Pre-existing IP:
Any pre-existing intellectual property brought to this engagement
remains the property of its original owner.

**5. Confidentiality:**

Each party agrees to keep confidential all non-public information
disclosed by the other party ("Confidential Information"), including
but not limited to: business plans, customer data, financial records,
technical specifications, and trade secrets.

Exclusions, Information is not confidential if it:
(a) is or becomes publicly available without breach;
(b) was known to the receiving party before disclosure;
(c) is independently developed without use of confidential information;
(d) is disclosed pursuant to legal requirement (with prior notice).

Duration: Confidentiality obligations survive for [2/3/5] years
after termination of this Agreement.

**6. Ter