# Draft Markup Counterparty Supply Agreement > Redlined supply agreement markup and negotiation commentary memo for a counterparty supply agreement evaluated against the applicable internal playbook, relevant internal communications, and a supplier risk assessment. - Skill: `finchipaiorg/draft-markup-counterparty-supply-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/draft-markup-counterparty-supply-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/draft-markup-counterparty-supply-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/draft-markup-counterparty-supply-agreement --- # Skill: Draft Markup of Counterparty Supply Agreement ## 1. Subject-matter triage - Treat the contract markup as the primary deliverable and the negotiation commentary memo as secondary. - Before finishing, ensure the markup file exists, is non-empty, and contains operative redline language rather than a summary of proposed changes. - Build the markup from the procurement playbook, internal emails, and supplier risk assessment together; do not treat any one source as exhaustive. - If the source set contains more than one relevant business line, risk profile, or commercial variant, enumerate them first and analyze each separately rather than blending them into one pass. ## 2. Failure modes the skill is correcting - Using a generic procurement template without reconciling it to the supplier-specific risk profile and operational realities reflected in internal communications. - Reviewing pricing, delivery, volume, quality, warranty, and termination terms in isolation instead of as one commercial package that allocates supply, performance, and remedial risk. - Missing internal email concerns that change the practical meaning of standard playbook positions, especially where the emails identify recurring pain points or nonstandard deal constraints. - Producing a commentary memo that restates the redline without prioritizing issues, explaining tradeoffs, or giving negotiation direction. - Relying only on visible track changes that may be lost on export, leaving the actual change unreadable from plain text. - Stating concerns without tying them to the governing contractual provision, the operative source material, and the downstream business consequence. - Writing advice without a clear recommendation, owner, and timing anchor. ## 3. Legal frameworks / domain conventions that apply - Procurement playbooks typically set the buyer’s baseline positions on delivery, acceptance, inspection, rejection, remedies, warranties, indemnities, limitation of liability, confidentiality, compliance, insurance, suspension, and termination. - Supply agreements are commercial risk-allocation documents; the operative question is whether the bargain protects continuity of supply, performance quality, and economic predictability under the supplier’s actual risk profile. - Supplier risk assessment findings on financial stability, compliance history, capacity, single-source dependence, cyber or data handling, and operational resilience should be mapped to the clauses that mitigate those exposures. - Internal communications may reveal non-public commercial constraints, transition needs, service dependencies, or practical tolerance levels that should inform markup positions. - Price and volume provisions should be evaluated together with forecast commitments, take-or-pay mechanics, change-order rights, indexation, pass-throughs, and true-up concepts so the economic exposure is viewed as a whole. - Quality, inspection, rejection, repair/replacement, and credit rights should be drafted to preserve a usable remedy path and avoid procedural hurdles that make the remedy illusory. - Warranty, indemnity, insurance, and limitation-of-liability provisions should be read together because each can narrow or expand the actual recovery path. - Termination, suspension, wind-down, transition assistance, and source-code or tooling access provisions should be coordinated to preserve continuity if supply fails. - When legal propositions are invoked, name the governing authority used in the source set or the generally recognized authority supporting the proposition, rather than stating the conclusion nakedly. ## 4. Analytical scaffolds - Source reconciliation: compare the playbook position, the internal emails, and the risk assessment clause by clause, then identify where the markup should follow, deviate from, or carve out the baseline. - Commercial package review: assess whether the combined price, quantity, delivery, and service terms create acceptable exposure over the contract term. - Risk-to-clause mapping: for each material supplier risk, identify the provision that addresses it and show whether the existing language actually closes the gap. - Remedies review: test whether acceptance, rejection, cure, replacement, refund, setoff, and termination rights work together coherently. - Liability architecture review: assess the relationship among indemnity scope, exclusions, liability cap, consequential damages waiver, and insurance requirements. - Continuity review: evaluate whether the agreement contains usable fallback rights for shortages, interruption, force majeure, insolvency, nonperformance, and transition. - Negotiation framing: classify each issue by severity, identify the negotiating objective, and separate must-hold positions from tradeable points. ## 5. Vertical / structural / temporal relationships - Read upstream and downstream obligations together: ordering, forecast, manufacturing or sourcing, delivery, acceptance, invoicing, payment, and remedy provisions should not conflict. - Track temporal triggers carefully: notice periods, cure windows, inspection periods, warranty periods, renewal dates, termination windows, and transition periods can change leverage and remedy availability. - If the agreement has multiple product lines, service tiers, sites, or business units, analyze each separately where the risk or economics differ. - If the source documents describe sequential approvals or escalation paths, preserve that order in both the markup and the commentary memo. - Where a clause depends on another defined term, schedule, or exhibit, confirm the cross-reference still works after markup. ## 6. Output structure conventions - Redlined markup: use robust textual change markers that survive export, such as [DELETED: …], [INSERTED: …], and [REPLACED: old → new], and attach a short [Rationale: …] note to each substantive change. - Keep the redline readable as plain text even if formatting is stripped; do not rely on visual styling alone. - Commentary memo: use an ordinal severity scale defined once at the top, then apply it consistently to every issue. - For each issue in the memo, include: the affected clause or topic, the source of concern, the severity label, the practical consequence, and the recommended negotiating position. - The memo should prioritize issues by business importance and negotiation leverage, not by document order alone. - End the memo with a Recommended Actions block that assigns each action to a role and ties it to a milestone or urgency point. - If multiple issues are present, enumerate them explicitly before analyzing them, and keep each issue separate rather than collapsing distinct problems into one discussion. - The final package should leave the reader with both a usable redline and a decision-ready negotiation roadmap.