vendor-agreement-review

这段内容是审核时保存的快照。外部来源才是完整且最新的版本。

---
name: vendor-agreement-review
description: >
  Reference: review of an inbound vendor agreement against the team playbook in
  `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. Flags deviations, assesses risk, generates
  specific redline language, and routes to the right approver. Loaded by
  /commercial-legal:review when a vendor MSA, services agreement, or similar is detected.
user-invocable: false
---

# Vendor Agreement Review

## Matter context

**Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/commercial-legal:matter-workspace switch <slug>` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/commercial-legal/matters/<matter-slug>/`. Never read another matter's files unless `Cross-matter context` is `on`.

---

## Destination check

Before producing output, check where it's going. If the user has named a destination (a channel, a distribution list, a counterparty, "everyone"), ask whether it's inside the privilege circle. Public channels, company-wide lists, counterparty/opposing counsel, vendors, and clients (for work product) waive the protection. When the destination looks outside the circle, flag it and offer (a) the privileged version for legal only, (b) a sanitized version for the broader channel, or (c) both — don't silently apply a privileged header and then help paste it somewhere the header won't protect it. See the canonical `## Shared guardrails → Destination check` in this plugin's CLAUDE.md.

## Purpose

Read a vendor agreement against the playbook this team actually uses (in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`), find every term that deviates, and tell the lawyer what to do about each one — with specific redline language, not vague "consider revising."

The output is a review memo the lawyer can act on in one pass. Every issue has a severity, a business-impact explanation, a proposed fix, and an escalation call if one is needed.

## Precondition: load the playbook

**Before reading the contract, read `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`.** If it's missing or still has placeholders, surface this bounce:

> I notice you haven't configured your practice profile yet — that's how I tailor playbook positions, escalation, and house style to your practice.
>
> **Two choices:**
> - Run `/commercial-legal:cold-start-interview` (2 minutes) to configure your profile, then I'll review tailored to YOUR playbook.
> - Say **"provisional"** and I'll review against generic defaults — US jurisdiction, middle risk appetite, lawyer role, no playbook (flag all common vendor-contract risks from first principles) — and tag every output `[PROVISIONAL — configure your profile for tailored output]` so you can see what I do before committing.

### Provisional mode

If the user says "provisional," run the review normally using these generic defaults: middle risk appetite, lawyer role, US jurisdiction, no playbook (flag the common vendor-side risks from first principles — unlimited liability, no data-breach carveout, uncapped indemnity, auto-renewal without notice, etc. — rather than matching to configured positions). Tag the reviewer note and every finding block with `[PROVISIONAL]`. At the end of the output, append:

> "That was a generic run against default assumptions. Run `/commercial-legal:cold-start-interview` to get output calibrated to YOUR practice — your playbook, your jurisdiction, your risk appetite. 2 minutes."

**Which side?** Before applying the playbook, determine which side the company is on for this contract. Usually obviou