Vendor Contracts

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name: vendor-contracts description: "Pragmatic review of software contracts: IP, liability, SLAs. Use when triaging vendor agreements (not legal advice)."

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Vendor Contracts

Structured guidance for software and vendor agreements (IP, liability, SLAs—not legal advice): confirm triggers, propose the stages below, and adapt if the user wants a lighter pass.

When to Offer This Workflow

Trigger conditions:

User mentions MSA, order form, vendor agreement, contract review, or closely related work

They want a structured workflow rather than ad-hoc tips

They are preparing a review, rollout, or stakeholder communication

Initial offer: Explain the four stages briefly and ask whether to follow this workflow or work freeform. If they decline, continue in their preferred style.

Workflow Stages

Stage 1: Clarify context & goals

Anchor on deal type (SaaS, support, data processing) and risk appetite. Ask what success looks like and what must not break.

Stage 2: Structure & categories

Cover commercial, legal, security, data, and exit themes; flag unclear liability caps and indemnities for human counsel.

Stage 3: Draft & refine

Produce a red-flag summary and question list for legal/business owners—not definitive legal conclusions.

Stage 4: Verify & ship

Close the loop with owners, security review, and procurement steps as needed.

Checklist Before Completion

Goals and constraints are explicit for vendor contract review

Risks and trade-offs are stated, not hand-waved

Verification steps match the change’s impact (tests, canary, peer review)

Operational follow-through is covered (monitoring, docs, owners)

Tips for Effective Guidance

Be procedural: stage-by-stage, with clear exit criteria

Ask for missing context (environment, scale, deadlines) before prescribing

Prefer checklists and concrete examples over generic platitudes

If the user declines the workflow, switch to freeform help without lecturing

Handling Deviations

If the user wants to skip a stage: confirm and continue with what they need.

If context is missing: ask targeted questions before strong recommendations.

Prefer concrete examples, trade-offs, and verification steps over generic advice.

Quality Bar

Each recommendation should be actionable (what to do next).

Call out failure modes relevant to vendor agreements (security, scale, UX, or ops).

Keep tone direct and respectful of the user’s time.