--- name: signature-request-nmoralescyber title: Signature Request — Pre-Flight, Route, Audit description: Pre-flight, configure, and route a FINALIZED contract for e-signature (DocuSign, Adobe Sign, Dropbox Sign, Notarius). Runs the pre-send checklist (entity names, exhibits, signature blocks, governing law, dates, bilingual pairing, DPA/security-questionnaire attachments), decides signing order, and sets up the audit trail. Use ONLY when the document is final and ready to send. Use legal:review-contract for review/redline (the step BEFORE this). author: nmoralescyber author_url: https://github.com/nmoralescyber/claude-skill-optimization/tree/main/skills/legal/signature-request license: MIT version: 0.1.0 execution_mode: open jurisdiction: general practice: contracts language: en --- # Signature Request — Pre-Flight, Route, Audit You prepare a finalized contract for e-signature for the operator (founder/dev, cybersecurity, Puerto Rico). Goal: catch every pre-send miss BEFORE the envelope goes out, then route with a defensible audit trail. **Not legal advice.** Final-form check is mechanical; substantive terms are the operator's call. ## When to Fire **FIRE when:** - the operator says: "send this for signature," "route this to sign," "let's get this signed," "DocuSign this," "ready to execute" - A contract has cleared review/redline and the parties have agreed terms - An amendment, SOW, or order form is ready to go out - A renewal needs to be packaged and sent **DEFER when:** - Document is still being negotiated or redlined → `legal:review-contract` - Counterparty hasn't returned a clean version → `legal:review-contract` - It's an NDA needing classification (green/yellow/red) → `legal:triage-nda` - It's a vendor onboarding / status check → `legal:vendor-check` - Question is *"is this enforceable?"* not *"send it"* → `legal:review-contract` - Meeting prep where the contract is one of several agenda items → `legal:meeting-briefing` If a doc looks pre-final (track changes on, redlines visible, comments unresolved), STOP and recommend `legal:review-contract` first. Do not run the checklist on a non-final doc. ## Inputs Accept any of: - File upload (PDF, DOCX) - Link (Box, Egnyte, Drive, CLM record) - Reference ("the Acme MSA we finalized Tuesday") Ask only what's missing: 1. Counterparty signer(s): name, title, email, entity exact legal name 2. Our signer (the operator or other), title 3. E-sign platform preference (DocuSign / Adobe Sign / Dropbox Sign / Notarius / wet) 4. Effective date (today / specific date / on last signature) 5. Where the executed copy must land (CLM, Box folder, etc.) ## Pre-Send Checklist (run all; don't skip) Run this in order. Any FAIL blocks send. Output the checklist with PASS/FAIL/N/A per line and cite location in doc when FAIL. ### A. Document state - [ ] No track changes / no unresolved comments / no highlight markup - [ ] No "DRAFT" or "v0.X" watermark or footer - [ ] Page numbers continuous; no TOC errors - [ ] Final version is the LATEST file — confirm filename and date stamp ### B. Parties & entities (PR-aware) - [ ] Each party's full legal entity name is exact and consistent throughout - Watch PR forms: `Inc.` vs `Corp.` vs `LLC` vs `S.A.` vs `S. en C.` vs `Corp. del E.L.A.` — these are NOT interchangeable - Foreign entities (Delaware, Cayman) named correctly with state of formation - [ ] Counterparty entity verified against the source they listed (their cap table, registry, prior contract) - [ ] DBA / trade names handled correctly (only if they appear in the doc) ### C. Signature blocks - [ ] Signer name spelling matches exactly (incl. middle initials, accents, ñ/í/ó) - [ ] Title is current and authorizes the signer to bind the entity (officer / member-manager / authorized signatory) - [ ] Block layout: Name / Title / Date / (sometimes) Witness — present for both sides - [ ] If our side requires two signers (board-approved threshold) — both blocks present ### D. Dates - [ ] Effective date present OR explicitly tied to "last signature date" - [ ] No stale dates ("as of January 2025" left from draft) - [ ] Term commencement / expiration internally consistent with effective date ### E. Exhibits, schedules, attachments (the #1 miss) - [ ] Every exhibit referenced in the body IS attached (Exhibit A, B, C…) - [ ] Every attached exhibit IS referenced in the body - [ ] Pricing / SOW / Order Form schedules attached and signed/initialed if required - [ ] **DPA attached** if contract involves personal data / regulated data - [ ] **Security questionnaire response or security exhibit attached** if requested by counterparty (common cybersec miss) - [ ] **BAA attached** if HIPAA in scope - [ ] **SCCs / cross-border addenda** if EU/UK personal data crosses borders - [ ] Insurance certs attached if required by contract ### F. Governing law / venue / dispute - [ ] Governing-law clause filled in (no `[__]` placeholders) - [ ] Venue clause filled in - [ ] Arbitration vs. court — matches what was negotiated - [ ] If PR is venue: confirm PR Act 148-2006 (e-sign validity) is fine for this counterparty ### G. Bilingual contracts (PR-prevalent) - [ ] If ES + EN versions both exist: BOTH are being sent for signature, not just one - [ ] Governing-language clause present (which version controls if conflict) - [ ] Both versions are the same final substance — spot-check signature pages, dates, exhibits, dollar amounts - [ ] Signature pages match across versions ### H. Internal authorizations - [ ] Required internal approvals captured (deal desk, finance, security, legal sign-off) - [ ] Spend / commitment within delegated authority for the signer - [ ] If board / member approval required, resolution attached or referenced ### I. E-sign platform readiness - [ ] Platform chosen and the operator authenticated - [ ] Document uploaded; signature/initial/date fields placed in correct spots, not floating - [ ] Auto-reminders configured (default: 3 days, 7 days, then escalate) - [ ] Expiration set (default: 30 days; set shorter if quarter-end pressure) ## Signing Order Logic Use this decision tree, don't ask the operator to figure it out. | Situation | Order | |---|---| | Bilateral commercial contract, neither side requires the other sign first | **Parallel** (both get it at once; faster) | | Counterparty insists "you sign first" (common from large enterprise buyers) | **Sequential**: counterparty's internal approver(s) → the operator → counterparty signer. Ask why; usually a procurement policy. | | We're the customer paying, counterparty is vendor | **Sequential**: Vendor signs first, then the operator. Locks them in before we commit. | | Internal approval needed before counterparty sees envelope | **Sequential**: Internal approver (CC, not signer, if not on the block) → the operator → counterparty | | Multiple signers on one side (e.g., two officers required) | **Sequential within side** (avoid race conditions on signature page), parallel across sides if neither requires precedence | | Bilingual ES + EN both being signed | **Mirror order across both envelopes**, sent at the same time, same expiration | | Notarized signature required (PR notary, Notarius) | **Sequential**: route notarized party last; their notarization is the binding act | CC list (not signers): deal owner, finance, the relationship lead on each side, and the CLM mailbox for auto-filing. ## Audit Trail & Post-Sign Default settings — apply unless the operator overrides: - **Authentication**: email + access code for high-value (>$50K) or sensitive (DPA, M&A) docs; email-only OK for low-stakes - **Signer ID capture**: keep IP + timestamp + completed certificate - **Reason for signing**: required field on Notarius / encouraged elsewhere - **Completion certificate**: download with executed copy After all signatures complete: 1. Download executed PDF + completion certificate 2. File in CLM (or designated Box/Egnyte folder); name format: `[YYYY-MM-DD]_[Counterparty]_[DocType]_EXECUTED.pdf` 3. If bilingual: file both ES and EN executed copies together, plus governing-language note 4. Update CLM record: status = Executed, effective date, expiration, renewal date, key obligation triggers 5. Calendar reminders: renewal date minus 90 days, any auto-renew opt-out window minus 14 days 6. Distribute executed copy to: counterparty signer, internal deal owner, finance, anyone in the contract notice clause 7. If DPA or security exhibit attached: log it in the security/privacy register ## Output Format ```markdown ## Signature Request: [Doc Title] **Type:** [MSA / DPA / SOW / Amendment / Order Form / NDA / Other] **Parties:** [Our entity, exact legal name] ↔ [Their entity, exact legal name] **Pages:** [N] · **Bilingual:** [Y/N] · **Effective date:** [date or "on last signature"] ### Pre-Send Check: [PASS / BLOCK] [If BLOCK, list each FAIL with location and fix needed. If PASS, one-line summary.] ### Signing Configuration - **Platform:** [DocuSign / Adobe / Dropbox Sign / Notarius] - **Order:** [Parallel / Sequential — explain in 1 line] - **Authentication:** [Email / Email + access code / KBA] - **Expiration:** [N days] - **Reminders:** [cadence] | # | Signer | Email | Title | Entity | Order | |---|---|---|---|---|---| | 1 | ... | ... | ... | ... | 1 | **CC:** [list] ### Attachments going in the envelope - [ ] Main agreement - [ ] Exhibit A — ... - [ ] DPA / BAA / SCCs (if applicable) - [ ] Security questionnaire response (if applicable) - [ ] Spanish version (if bilingual) ### Post-Sign Plan - File to: [location + filename pattern] - CLM updates: [renewal date, obligations] - Calendar reminders: [list] ### Status [Ready to send / Sent at HH:MM / Blocked — see issues above] ``` ## Common Misses (PR / cybersec specific) 1. **Security questionnaire response** never gets attached even though the counterparty asked for it as part of the package. 2. **DPA missing** when SaaS processes any personal data — assume yes unless explicitly no. 3. **Bilingual mismatch** — only the English version sent for signature when the ES version also needs to be executed (PR-frequent). 4. **Entity form wrong** — `Corp.` used where the registry shows `Inc.` or vice versa; PR `S. en C.` written as `S.E.` (not the same). 5. **Stale governing-law placeholder** `[STATE]` left in. 6. **Effective date conflict** — body says "as of [date]" but signature page is "on last signature date." 7. **Exhibit drift** — pricing exhibit version doesn't match the latest agreed schedule. If you spot one, BLOCK and tell the operator exactly what to fix and where.