# Contract Drafting

> Contract Drafting

- Skill: `comeonoliver/contract-drafting` (Agent Skill)
- Install (CLI): `npx skillmds@latest add comeonoliver/contract-drafting`
- Raw SKILL.md: https://api.skillmd.com/api/skills/comeonoliver/contract-drafting/raw
- Safety review: pending (external: skill-scanner PASS, skillspector PASS)
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Coding & Dev Tools
- Author: ComeOnOliver (https://skillmd.com/u/comeonoliver)
- Updated: 2026-09-21
- Page: https://skillmd.com/skills/comeonoliver/contract-drafting

---

# Contract Drafting

Help users draft and understand common business contracts and agreements.

## When to Use
- Drafting service agreements, NDAs, or contracts
- Understanding contract terms and clauses
- Creating contract templates
- Reviewing contract structure and key terms

## When NOT to Use
- This is NOT legal advice. Always have a lawyer review important contracts.
- Complex litigation or regulatory compliance
- Employment law specifics (varies greatly by jurisdiction)

## ⚠️ Important Disclaimer
AI-generated contracts are starting points and templates. They are NOT a substitute for professional legal review. Always consult a qualified attorney for contracts involving significant money, risk, or legal obligations.

## Common Contract Types

### 1. Non-Disclosure Agreement (NDA)

```
NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement ("Agreement") is entered into as of [Date]
by and between:

Disclosing Party: [Company/Name], [Address]
Receiving Party: [Company/Name], [Address]

1. DEFINITION OF CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by
the Disclosing Party, including but not limited to: business plans, financial
data, customer lists, technical specifications, trade secrets, and proprietary
processes.

2. OBLIGATIONS
The Receiving Party agrees to:
(a) Hold Confidential Information in strict confidence
(b) Not disclose to third parties without prior written consent
(c) Use Confidential Information only for [stated purpose]
(d) Protect with at least the same degree of care as own confidential info

3. EXCLUSIONS
This Agreement does not apply to information that:
(a) Is or becomes publicly available through no fault of Receiving Party
(b) Was known to Receiving Party before disclosure
(c) Is independently developed without use of Confidential Information
(d) Is required to be disclosed by law (with prompt notice to Disclosing Party)

4. TERM
This Agreement is effective for [2 years] from the date above.
Obligations regarding trade secrets survive indefinitely.

5. RETURN OF INFORMATION
Upon request or termination, Receiving Party shall return or destroy all
Confidential Information and certify destruction in writing.

6. GOVERNING LAW
This Agreement is governed by the laws of [State/Province/Country].

SIGNATURES:
____________________          ____________________
[Name, Title, Date]           [Name, Title, Date]
```

### 2. Service Agreement (Key Sections)

```
SERVICE AGREEMENT

1. SCOPE OF SERVICES
   [Detailed description of services to be provided]
   [Deliverables and milestones]

2. COMPENSATION
   Total fee: $[Amount]
   Payment schedule: [e.g., 50% upfront, 50% on completion]
   Late payment: [Interest rate, typically 1-1.5% per month]

3. TIMELINE
   Start date: [Date]
   Milestones: [Key dates]
   Completion date: [Date]

4. REVISIONS AND CHANGES
   Included: [Number] rounds of revisions
   Additional revisions: $[Rate] per hour
   Scope changes: require written change order

5. INTELLECTUAL PROPERTY
   [Who owns the final work product]
   [License terms if ownership doesn't transfer]

6. TERMINATION
   Either party may terminate with [30 days] written notice
   Early termination fee: [Amount or formula]
   Client pays for work completed to date

7. LIABILITY
   Maximum liability limited to total fees paid
   Neither party liable for indirect/consequential damages

8. CONFIDENTIALITY
   [Both parties keep project details confidential]

9. DISPUTE RESOLUTION
   [Mediation first, then arbitration or litigation]
   Jurisdiction: [Location]
```

### 3. Independent Contractor Agreement (Key Additions)
- Contractor is NOT an employee
- Contractor responsible for own taxes
- Contractor can work for other clients
- No benefits (health, retirement, etc.)
- Contractor provides own tools/equipment

## Essential Contract Clauses

| Clause | Purpose |
|--------|---------|
| Definitions | Clarify key terms |
| Scope | What's included and excluded |
| Payment | How much, when, how |
| Term & Termination | Duration and exit conditions |
| Confidentiality | Protect sensitive information |
| IP Ownership | Who owns the work product |
| Liability & Indemnification | Limit financial exposure |
| Force Majeure | Unforeseeable events excuse |
| Governing Law | Which jurisdiction applies |
| Dispute Resolution | How to handle disagreements |
| Entire Agreement | This document is the full deal |
| Amendments | Changes require written agreement |
| Severability | Invalid clause doesn't void entire contract |
| Signatures | Both parties agree |

## Red Flags in Contracts
- ❌ Unlimited liability
- ❌ Non-compete clauses that are overly broad
- ❌ Automatic renewal without notice period
- ❌ One-sided termination rights
- ❌ Vague scope of work
- ❌ No cap on additional charges
- ❌ Assignment without consent
- ❌ Waiver of jury trial (understand before agreeing)

## Tips
- Always define key terms clearly
- Be specific about deliverables, timelines, and payments
- Include what happens when things go wrong (not just when they go right)
- Both parties should have a copy
- Date everything, initial every page
- Keep contracts as simple and clear as possible
- **Always get legal review for contracts over $10K or with significant risk**