Contract Drafter

Purpose

Generate well-structured contracts using a clause library approach — producing balanced terms that protect both parties while reflecting business intent.

When to use

• creating a new NDA, service agreement, or vendor contract from scratch
• drafting a partnership or licensing agreement
• creating an employment contract or consulting agreement
• when no internal template exists for the contract type needed

When not to use

• reviewing or redlining an existing contract (use contract-risk-review)
• high-value M&A transactions (requires specialized legal counsel)
• jurisdictions with specific regulatory requirements without local counsel input

Inputs

• contract type (NDA / Service Agreement / Vendor Agreement / Employment / License / Partnership)
• parties involved (names, roles, jurisdictions)
• key commercial terms (scope, duration, pricing, payment terms)
• specific requirements or non-standard terms
• governing law preference
• risk tolerance (conservative / balanced / aggressive)

Procedure

1. Select contract template structure based on type:
   • Recitals (background and purpose)
   • Definitions section
   • Core commercial terms
   • Protective clauses
   • Standard boilerplate
2. Draft core clauses — each with balanced terms:
   • Scope of Work / Services: clear deliverables + acceptance criteria
   • Payment Terms: milestones, net days, late payment interest
   • Term and Renewal: fixed term, auto-renewal notice period
   • Termination: for cause + for convenience, notice period, wind-down
3. Draft protective clauses:
   • IP Ownership: background IP protected, work product assignment
   • Confidentiality: duration, permitted disclosures, return of info
   • Liability Cap: mutual cap at contract value (or last 12 months fees)
   • Indemnification: mutual, limited to direct damages
   • Force Majeure: modern clause including pandemic, cyber attack
   • Dispute Resolution: escalation path → mediation → arbitration/court
4. Add boilerplate:
   • Entire Agreement, Severability, Waiver, Assignment, Notices
5. Risk-calibrate based on tolerance:
   • Conservative: more protections, lower caps, stricter terms
   • Balanced: mutual obligations, reasonable caps
   • Aggressive: fewer restrictions, higher risk acceptance
6. Flag missing clauses that the other party may request.

Output

• complete contract draft organized by sections
• clause-by-clause commentary explaining purpose and risk level
• missing clauses checklist (what might need adding)
• negotiation guide: which clauses are negotiable vs. firm
• recommended next steps (legal review, counterparty review)

Definition of done

• contract contains all sections appropriate for its type
• every clause has a risk-level annotation
• IP, liability, and confidentiality clauses are present
• governing law and dispute resolution are specified

Examples

• "Draft a mutual NDA between our company and a potential partner."
• "Create a service agreement for a 6-month consulting engagement."
• "Write an employment contract for a remote senior developer in Vietnam."

Quality Criteria

• All placeholder sections are filled with domain-specific content
• Structure follows the relevant industry standard or framework
• Language matches target audience (technical / executive / legal)
• Output is ready for review — not a rough draft requiring major rework

Verification (4C)

Check	Question
Correctness	Does the draft structure follow the stated framework or industry standard?
Completeness	Are all required sections present with substantive (not placeholder) content?
Context-fit	Does tone, detail level, and terminology match the intended audience?
Consequence	If sent to the intended recipient without further editing, what would fail?

Edge Cases

• No existing template for this type — Use the closest available template and document all customizations made.
• Stakeholder requirements conflict — Flag conflicts explicitly in the draft. Do not silently choose one requirement over another.
• Output required in multiple formats — Produce the canonical format first, then derive others. Note any formatting limitations.

Changelog

• v1.0.0 — Initial release