AC
Sales & RevOps4.7 KBMIT licensed

contract-and-proposal-writer

Rewritten from patterns in alirezarezvani/claude-skills (MIT)

Draft jurisdiction-aware business documents, freelance contracts, proposals, SOWs, NDAs, and MSAs, as structured Markdown with docx conversion. Covers US (Delaware), EU, UK, and DACH. Use when drafting a client contract, proposal, SOW, NDA, or MSA. Not a substitute for legal counsel, drafts require attorney review. Not for reviewing or negotiating third-party paper. Not for outreach copy: use cold-email.

  • contract
  • and
  • proposal
  • writer

SKILL.md

Contract and Proposal Writer

Draft complete, jurisdiction-correct documents fast, then hand them to a human. This skill produces strong starting points, not legal advice, and nothing goes to a client without owner review.

Workflow

  1. Gather requirements. Ask for: document type (contract / proposal / SOW / NDA / MSA), jurisdiction (US-Delaware / EU / UK / DACH), engagement type (fixed-price / hourly / retainer), parties with legal names and addresses, 1-3 sentence scope, total value or rate, dates or duration, special requirements (IP assignment, white-label, subcontractors).
  2. Select the template. Templates live in references/templates.md: fixed-price development contract, consulting retainer, SaaS partnership agreement, plus the GDPR Data Processing Addendum block. NDAs derive from the confidentiality clauses with mutual or one-way scope.
  3. Apply jurisdiction rules. Read references/jurisdictions.md before drafting anything outside plain US-Delaware work. The rules that bite: work-for-hire language alone fails in the EU, DACH requires explicit transfer of Nutzungsrechte and written-form clauses, any personal-data processing in EU/DACH requires a DPA.
  4. Fill and flag. Replace every [BRACKETED] placeholder with real data. Anything the user did not supply gets marked REQUIRED: inline, never silently defaulted for party names, money, dates, or governing law.
  5. Check the standard clause set. Every contract needs: payment terms with late-payment interest, IP ownership matched to jurisdiction, liability cap, termination (for cause with cure period, for convenience with notice), confidentiality with survival term, warranty scope, dispute resolution, written-amendments clause. Options per clause are in references/templates.md.
  6. Convert. Deliver Markdown plus the pandoc command: pandoc contract.md -o contract.docx --number-sections -V fontsize=11pt (add --reference-doc=<TEMPLATE_DOCX> for house styling).
  7. Hand off. Return the draft path, open legal questions, and the next step (owner review, then signature). Stop before anything is sent to a client. Drafts always get human legal review for high-value or complex engagements.

Verification

Run grep -nE "\[[A-Z][A-Z _/-]+\]|REQUIRED:" contract.md. Expect zero [BRACKETED] placeholders and only deliberate REQUIRED: flags that you list in the handoff note. Any unflagged placeholder: fill it or flag it. Then re-add milestone amounts by hand and compare to the total fee. Mismatch: fix the math before delivering.

Good vs Bad

Bad: A fixed-price contract for a German client using Delaware law, work-for-hire IP language, and no DPA, because that was the default template. Unenforceable IP transfer, GDPR exposure, and enforcement headaches.

Good: Same deal drafted under German law: explicit Nutzungsrechte transfer, Schriftformklausel, DIS arbitration, and an Art. 28 DPA attached because the project touches user data. One REQUIRED: flag where the client's registered address is missing.

Footguns

  • Work-for-hire outside the US. The doctrine does not exist in most EU states. Fix: explicit assignment language, and Nutzungsrechte transfer for DACH.
  • Vague acceptance criteria. "Upon acceptance" without a definition means payment disputes. Fix: written sign-off plus a fixed rejection window (e.g., 10 business days).
  • No change-order clause. Scope creep kills fixed-price work. Fix: out-of-scope work requires a written change order with pricing.
  • Missing liability cap. One bug, unlimited damages. Fix: cap at 1x fees paid (3x for high-risk consulting), exclude consequential damages.
  • Oral amendment risk. Verbal changes are unenforceable chaos. Fix: written-amendments clause in every document.

Completion checklist

  • [ ] Document type, jurisdiction, and engagement type confirmed
  • [ ] Jurisdiction rules from references/jurisdictions.md applied
  • [ ] grep check clean, all gaps flagged REQUIRED: and listed
  • [ ] Milestone math equals total fee
  • [ ] Standard clause set present, docx conversion command provided
  • [ ] Draft held for owner review, not sent

Any box unchecked: not done. Fix or say so.

Reference files

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