~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

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]

"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."

### Sales-side playbook

### Purchasing-side playbook

[Not configured]

/commercial-legal:cold-start-interview --side <side>

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

• What this team's standard positions are (not market standard — their standard)
• What fallbacks they've accepted before
• What they never accept
• Who approves what
• The one deal-breaker to check first

The MSA itself doesn't state an annual contract value. The Order Form carries the price. Your escalation threshold is $[X from the matrix]. Before I route this, I need the ACV. Options:

1. Paste the Order Form value (preferred — I'll use it for routing and the memo).
2. Tell me if this is above or below $[threshold] and I'll route accordingly; the memo will flag that the routing assumed [above/below threshold] without an ACV in hand.
3. Route conservatively to the higher approver regardless — safer for a review you haven't priced.

This agreement incorporates a DPA by URL reference at

[URL]

. The DPA carries the real data terms — subprocessor rights, breach-notification timing, data-return mechanics, standard contractual clauses, audit rights. Without reading it, the data-protection analysis below is partial. Offer to route the DPA to

/privacy-legal:dpa-review

(if installed) for a separate review, or fetch and read it inline before completing Step 3's data-protection analysis.

privacy-legal

Want me to hand the DPA URL to

/privacy-legal:dpa-review

once you're ready? That skill is built for the DPA work and will catch subprocessor / SCC / breach-notification issues that this skill only flags at the gate.

• Push back — propose [specific alternative language]
• Walk — if counterparty won't move, we don't sign

undefined

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

"[exact quote from the contract]"

"[the specific replacement language — ready to paste into a markup]"

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

**Severity calibration:**

| Level | Means |
|---|---|
| 🔴 Critical | Don't sign without fixing. A term on the team's "never accept" list in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, or a deal-breaker. |
| 🟠 High | Strongly push; escalate if they won't move. A term outside the playbook's stated fallback range. |
| 🟡 Medium | Push in first round; accept if it's the last open item. A term inside the fallback range but short of the standard position. |
| 🟢 Low | Note it, don't spend capital. A term the playbook explicitly tolerates, or a purely stylistic deviation. |

Severity is always applied *against `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`*. If a term doesn't map cleanly to a playbook position, ask the user which bucket it belongs in and offer to record the answer in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`.

1. Direct vs. indirect/consequential damages. Does the cap apply to ALL liability, or only direct damages? A 12-month cap on direct damages with uncapped consequential damages is a completely different position than a 12-month aggregate cap. State both treatments explicitly.
2. The cap base — quote it verbatim. "12-month cap" could mean: (a) fees paid in the 12 months preceding the claim, (b) fees payable in the current 12-month period, (c) fees over the last 12 months of usage, (d) fees under the current order form, (e) total fees ever paid. These can differ by an order of magnitude. Quote the exact language. If ambiguous, flag it: "Cap base is ambiguous —

   [the quoted language]

   — could mean [X] or [Y]. Confirm before signing."
3. Cap-carveout interaction. A $100K cap with uncapped indemnity for data breach, IP, and confidentiality is functionally uncapped for the claims that actually arise in SaaS disputes. Enumerate what sits ABOVE the cap (the carveouts), what sits BELOW (what's actually capped), and assess whether the capped surface is meaningful: "The cap covers [general contract breach]. Data breach, IP indemnity, and confidentiality are carved out and uncapped. For this vendor's risk profile, the capped surface is [meaningful / nominal]."
4. Your playbook position per dimension. The practice profile should have positions for: direct cap (multiple of fees), indirect damages (excluded / capped / uncapped), carveout list (what's acceptable above the cap), and cap base (which definition you'll accept). If the playbook has one "standard position" field, note: "Your playbook has a single cap position — consider splitting into direct/indirect/carveouts/base for more precise review."

• Non-solicits/non-competes: Unenforceable in CA (Bus. & Prof. Code §16600). Restricted in many EU jurisdictions. Enforceable with limitations elsewhere.

  [jurisdiction — verify]

• Auto-renewal: CA GBL §17600-17606, NY GBL §527-a, IL 815 ILCS 601 have specific consumer/B2B notice requirements. Other states vary.

  [jurisdiction — verify]

• Liability exclusions: EU and UK unfair contract terms rules (UCTA 1977, Consumer Rights Act 2015) constrain consumer exclusions. Some US states limit exclusion of gross negligence or willful misconduct.

  [jurisdiction — verify]

• Indemnification: Some states void indemnification for the indemnitee's own negligence.

  [jurisdiction — verify]

• Confidentiality term: Some jurisdictions limit "perpetual" confidentiality to a reasonable period.

  [jurisdiction — verify]

[jurisdiction — verify]

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

• Contract dollar value
• Presence of any 🔴 critical issues
• Any automatic-escalation triggers (unlimited liability, IP assignment, etc.)

undefined

• [Name/role] approval — [reason]
• Business owner sign-off on [specific commercial term they should weigh in on]

**Before proceeding to send redlines to the counterparty:** Read `## Who's using this` in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. If the Role is Non-lawyer:

> Sending redlines is a legal act — the counterparty will treat every edit as our negotiating position. Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them:
>
> [Generate a 1-page summary: counterparty, agreement type, the specific redlines proposed, the playbook positions behind each, the fallbacks, and what to ask the attorney before the package leaves.]
>
> If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service.

Do not proceed past this gate without an explicit yes.

• Replace a word before a phrase. ("twelve (12)" → "twenty-four (24)")
• Replace a phrase before a sentence. ("paid by the Buyer" → "paid and payable by the Buyer")
• Restructure a subclause before replacing the sentence. (Add "(a)" and "(b)" to split a compound condition.)
• Replace a sentence before replacing the clause.
• Only replace a whole clause when the counterparty's version is so far from your position that surgical edits would be harder to read than a fresh draft — and when you do, say so in the transmittal: "We've replaced §8.2 rather than marking it up because the changes were extensive. Happy to walk you through the delta."

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

## Outputs

## Who's using this

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

Governing law and venue

No silent supplement. If a research query to the configured legal research tool returns few or no results for a rule the memo needs (enforceability of a limitation clause, indemnity scope, governing-law choice), report what was found and stop. Do NOT fill the gap from web search or model knowledge without asking. Say: "The search returned [N] results from [tool]. Coverage appears thin for [rule / jurisdiction]. Options: (1) broaden the search query, (2) try a different research tool, (3) search the web — results will be tagged

[web search — verify]

and should be checked against a primary source before relying, or (4) flag as unverified and stop. Which would you like?" A lawyer decides whether to accept lower-confidence sources.

Source attribution. Where the memo cites a statute, regulation, or case, tag the citation:

[Westlaw]

,

[statute / regulator site]

, or the MCP tool name for citations retrieved from a legal research connector;

[web search — verify]

for web-search citations;

[model knowledge — verify]

for citations recalled from training data;

[user provided]

for citations from the counterparty draft or house files. Citations tagged

verify

carry higher fabrication risk and should be checked first. Never strip or collapse the tags.

[WORK-PRODUCT HEADER — per plugin config ## Outputs]

• Check if this counterparty already has agreements with us (may inform negotiating posture — "we already gave them 24-month cap on the last deal")
• Pull the workflow template that matches this agreement type
• Offer to create the [CLM] record with the review memo attached and approvers pre-routed

• Generate the envelope
• Route to signers in the right order per the escalation matrix

## Who's using this

~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

This step has legal consequences (signing binds the company to the whole agreement). Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them:

[Generate a 1-page summary: counterparty, contract value, the issues found and how they resolved, any risk the lawyer accepted, and what to ask the attorney before envelope goes out.]

If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service.

• ~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md

  was loaded and quoted — not generic market positions
• Deal-breaker checked first
• Every issue has specific replacement language
• Risk levels are calibrated (not everything is Critical)
• Approver is named, not "escalate to legal"
• Counterparty context considered (BigCo vs. startup — affects what's worth fighting over)