vendor-contracts

# 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.