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14 changes: 8 additions & 6 deletions commercial-legal/skills/vendor-agreement-review/SKILL.md
Original file line number Diff line number Diff line change
Expand Up @@ -64,8 +64,8 @@ Read the whole agreement once, fast. Answer:
| Question | Answer |
|---|---|
| What kind of agreement is this? | MSA / SaaS subscription / Professional services / License / Other |
| Who are we? | Customer / Vendor (this plugin assumes customer — flag if not) |
| Counterparty | Name, and are they a BigCo (won't negotiate) or a startup (will)? |
| Who are we? | Customer / Vendor — determine from the agreement and apply the matching playbook side; ask if unclear |
| Counterparty | Name, size/type if known, and any known negotiation leverage or constraints. Do not infer willingness to negotiate from company size alone. |
| Dollar value | Annual / total contract value if stated |
| Term | Length, renewal mechanics |
| Is there a DPA? | Attached / referenced by URL / missing |
Expand Down Expand Up @@ -103,10 +103,11 @@ hard no. Recommend:
- [ ] Push back — propose [specific alternative language]
- [ ] Walk — if counterparty won't move, we don't sign

Detailed review below is provided for completeness but is moot unless this is
resolved.
Detailed review is paused because this deal-breaker must be resolved first.
If the user explicitly asks to continue, resume the remaining review and label
it as conditional on resolution of the deal-breaker.
```

**Workflow gate:** If a deal-breaker is present, stop here unless the user explicitly asks to continue the review. If no deal-breaker is present, proceed to Step 3.
### Step 3: Term-by-term comparison

For each playbook category in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, find the corresponding contract section and compare.
Expand Down Expand Up @@ -335,7 +336,8 @@ Do not proceed past this gate without an explicit yes.
- [ ] Every issue has specific replacement language
- [ ] Risk levels are calibrated (not everything is Critical)
- [ ] Approver is named, not "escalate to legal"
- [ ] Counterparty context considered (BigCo vs. startup — affects what's worth fighting over)
- [ ] - [ ] Counterparty context considered
(size/type, negotiation leverage, and known constraints — do not infer willingness to negotiate from company size alone)

## Close with the next-steps decision tree

Expand Down
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