Vendor Contracts

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

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.