Clause Library

Clause Library

Build or extend a library of approved contract clauses for "$ARGUMENTS". Provide multiple versions of each clause type with jurisdiction considerations and usage guidance.

Note: AI-generated legal content does not constitute legal advice. All clauses should be reviewed by a qualified attorney before use in binding agreements.

Prerequisites

None — this is a utility skill.

Process

1. Determine scope:

   • Parse "$ARGUMENTS" to identify which clause types or contract context to focus on
   • If a clause library already exists at .metapowers/legal/$ARGUMENTS/clause-library.md, read it and extend rather than replace

2. Organize clauses by type:

   • Indemnification — allocation of liability for third-party claims
   • Limitation of Liability — caps on damages and liability exposure
   • Confidentiality — scope, duration, and exceptions for confidential information
   • Termination — rights, notice periods, cure periods, and post-termination obligations
   • IP Assignment — ownership and assignment of intellectual property created under the agreement
   • Data Protection — data processing obligations, security requirements, and breach notification
   • Force Majeure — excused performance due to extraordinary events beyond control
   • Governing Law — choice of law and venue selection
   • Dispute Resolution — arbitration, mediation, litigation, and escalation procedures
   • Non-Compete — restrictions on competitive activity post-termination
   • Non-Solicitation — restrictions on soliciting employees or customers
   • Warranty — representations, warranties, and disclaimers

3. For each clause type, provide 3 versions:

   • Standard — balanced language protecting both parties fairly; suitable for most negotiations
   • Protective — language that favors our side; use when negotiating from a position of strength or when risk exposure is high
   • Minimum Acceptable — the bottom-line position; the least favorable terms we would accept before walking away

4. Note jurisdiction considerations per clause:

   • Enforceability limitations in specific jurisdictions (e.g., non-compete restrictions vary widely by state)
   • Mandatory legal requirements that override contractual terms
   • Jurisdictions where certain clause types require specific language or formalities

5. Include usage guidance:

   • When to use each version (standard vs. protective vs. minimum)
   • Common negotiation patterns and fallback positions
   • Red flags that indicate the other party's clause is unacceptable

6. Mark clauses requiring legal review:

   • Flag any clause that involves regulatory compliance obligations
   • Flag clauses with jurisdiction-specific enforceability concerns
   • Flag clauses dealing with liability caps above or below industry norms

7. Write the artifact to .metapowers/legal/$ARGUMENTS/clause-library.md with frontmatter:

   ---
   description: Clause library for $ARGUMENTS
   ---
   

   Include for each clause type:

   • Clause Name and Purpose — what the clause does and why it matters
   • Standard Version — balanced clause text
   • Protective Version — clause text favoring our position
   • Minimum Acceptable Version — bottom-line clause text
   • Jurisdiction Notes — enforceability considerations by jurisdiction
   • Usage Guidance — when to use which version
   • Legal Review Required — yes/no with explanation

Output

The clause library written to .metapowers/legal/$ARGUMENTS/clause-library.md. Present a summary to the user highlighting:

• Total clause types covered
• Clauses flagged as requiring legal review before use
• Key jurisdiction-specific enforceability concerns
• Recommended starting position for each clause type