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.

Prerequisites

Check that .metapowers/legal/$ARGUMENTS/00-assess.md exists. If it does not exist, stop and tell the user:

"Run an Assess skill first (e.g. /legal:risk-assessment $ARGUMENTS) to generate the prerequisite assessment artifact."

If the user passes --skip-checks, bypass this check and log the skip to .metapowers/legal/$ARGUMENTS/skip-log.md with a timestamp and the reason "Prerequisite check skipped for vendor-agreement".

Process

1. Read inputs:

   • Read .metapowers/legal/$ARGUMENTS/00-assess.md for risk and jurisdiction context
   • Read plugins/legal/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

4. Write the artifact to .metapowers/legal/$ARGUMENTS/01-draft.md with frontmatter:

   ---
   description: Vendor agreement draft for $ARGUMENTS
   ---
   

Output

The vendor agreement draft written to .metapowers/legal/$ARGUMENTS/01-draft.md. Present a summary to the user highlighting:

• Service type and engagement model
• Key performance standards and SLA provisions
• Data protection and security obligations
• Insurance and indemnification requirements
• Termination and transition provisions
• Areas flagged for attorney review