--- name: contract-brief description: > Captures the business intent behind a contract before any drafting happens. A short intake interview — who, what, why, when, how much, what's the risk tolerance — and produces a one-page Contract Brief that every downstream skill (drafting, redlining, approval deck, exec summary) reads. Use when the user says "fill in a contract brief", "kick off a new contract", "intake this deal", "start a contract", "I have a deal to paper", "contract prep", or whenever a new agreement is about to be drafted or negotiated. argument-hint: "[--deal-type vendor|customer|partner|nda|sow] [--counterparty ] [--existing-brief ]" --- # /contract-brief ## Purpose The most expensive mistake in contracting is realizing on draft 3 that nobody asked the business what they were actually trying to do. This skill front-loads the question. Ten minutes of intake at the top saves an hour of redlining at the bottom. The output is a single page — markdown, plain — saved to the matter folder. Every downstream skill (contract-redline, contract-exec-summary, contract-approval-deck, review) reads it before doing anything. ## Load context first 1. Read `~/.claude/plugins/config/vallor/CLAUDE.md`. If placeholders are present, stop and prompt for cold-start. 2. Apply the **/design** skill — even though the brief is mostly text, the file uses the standard masthead and footer. 3. Determine the **side** (sales / purchasing) using the same logic as `vendor-agreement-review`. If ambiguous, ask. ## Intake — six questions, fixed order Ask these one at a time, in order. Don't batch them; the answer to one informs the next. Use the user's words — don't paraphrase. 1. **What are we trying to accomplish?** > "What does this contract let us do that we can't do today? In one sentence." 2. **Who's the counterparty, and what's the relationship?** > "Who are we signing with? Have we worked with them before? New, renewal, or > expansion?" 3. **What's at stake — money, time, or strategy?** > "Approximate ACV or total contract value, even a range. Term length. And is this > a 'must close by Friday' deal or a 'no rush, get it right' deal?" 4. **What are the must-haves?** > "Anything that, if we don't get it, the deal doesn't close on our side? Pricing > floor, data residency, exclusivity, an SLA, an exit right?" 5. **What are the give-ups we're willing to make?** > "Where can we move? Which playbook positions are we already prepared to soften, > and what do we want in return?" 6. **Who owns this on the business side, and what's their risk tolerance for this deal?** > "Who do I send the stakeholder summary to? Are they conservative, balanced, or > 'just close it'?" After question 6, ask one consolidating question: > "Anything that doesn't fit the questions above but I should know? Pending litigation, > a regulatory deadline, a related vendor we're consolidating, an exec who has strong > feelings about this one?" ## Output: Contract Brief Write to `~/.claude/plugins/config/vallor/briefs/.md` (or the active matter folder if matter workspaces are on). Slug format: `-`. ```markdown # Contract Brief — [Counterparty] **Side:** [sales / purchasing] **Deal type:** [MSA / SaaS / NDA / SOW / order form / amendment / other] **Status:** intake complete · ready for [drafting / review / negotiation] **Date:** [YYYY-MM-DD] **Business owner:** [name] **Reviewing attorney:** [name from practice profile] **Risk posture for this deal:** [conservative / balanced / aggressive — from Q6] --- ## Business intent [Verbatim or near-verbatim from Q1. One sentence.] ## Counterparty - Name: [legal entity] - Relationship: [new / existing / renewal / expansion] - Prior agreements: [list any found in the CLM or matter folder] - BigCo vs startup: [tag — affects negotiation latitude] ## Commercial shape - ACV / TCV: [$X / range / unknown — flag if unknown] - Term: [length, renewal mechanic] - Deadline pressure: [hard date / quarter-end / no pressure] - Notable: [tooling owned, exclusivity ask, multi-year discount, etc.] ## Must-haves (deal-breakers on our side) - [Item 1 from Q4 — verbatim where possible] - [Item 2] - ... ## Give-ups (where we can move, and what we want in return) | We'll move on… | If we get… | |---|---| | [item] | [item] | ## Open questions / context - [Item from the consolidating question] --- ## Side-specific playbook check Before drafting begins, the following playbook positions apply to this deal. Pulled from `~/.claude/plugins/config/vallor/CLAUDE.md` → `## Playbook` → `### [Sales / Purchasing]-side playbook`: - **Limitation of liability:** [the practice profile's standard cap and carveouts] - **Indemnification:** [position] - **Data protection:** [position] - **Term and termination:** [position] - **Governing law / venue:** [position] - **The one thing:** [the deal-breaker check] [BLOCKING items already visible from intake: list them here. Otherwise: "No blocking items visible at intake."] --- ## Next steps The next step on the decision tree: 1. **Draft from our paper** — I'll produce a first-draft MSA/SOW/order form using the practice profile defaults, with the must-haves above hardcoded and the give-ups pre-positioned as fallbacks. 2. **Review their paper** — they've sent a draft. Run `/vallor:review `; the review will read this brief first. 3. **Build a redline** — they sent terms; I'll diff against the playbook and produce a tracked-change `.docx`. 4. **Stop here** — brief is filed; resume when the document arrives. --- ⚠️ Reviewer note: brief intake only · no document reviewed · playbook positions loaded from practice profile · attorney to confirm risk posture for Q6 ``` ## After writing the brief - Show the brief to the user. - Ask: "Anything wrong? I'll edit before we move on." - Offer the four next-step options above. - If matter workspaces are on, update `matters//matter.md` with a one-line pointer to the brief. ## Re-running on an existing brief If the user passes `--existing-brief `, load it, show the current state, and ask which of the six questions they want to update. Re-write only the changed sections. Append a `## Revisions` block at the bottom with the date and a one-line summary of what changed. ## Constraints - This skill is intake only. It does NOT draft contract language. The output is a Contract Brief, not a draft. - It does NOT make legal judgments — it captures business intent for legal to act on. - It runs before any document exists OR alongside a draft to capture intent the document doesn't reflect. ## Examples ``` /vallor:contract-brief ``` ``` /vallor:contract-brief --deal-type vendor --counterparty Acme ``` ``` /vallor:contract-brief --existing-brief briefs/2026-05-12-acme.md ```