---
name: Commercial & Technology Contracts
description: Draft, review, and negotiate commercial and technology agreements — MSAs, SaaS terms, licensing, DPAs, SLAs, NDAs — spotting the clauses that shift risk (indemnity, liability caps, IP ownership, auto-renewal, data rights) and structuring defensible positions, with a licensed attorney making the call.
audience: founder · product manager · ops lead · deal owner
---

# Commercial & Technology Contracts

## What this is
A method for working commercial and tech agreements like an operator who reads them closely: understanding what each clause actually allocates, drafting clear terms, and preparing a negotiation position with fallbacks — so a deal is signed with eyes open rather than on trust.

## What this is NOT
- **Not legal advice, and not a lawyer.** It structures and explains; a licensed attorney in the governing jurisdiction reviews and approves anything that gets signed. High-value, high-risk, or unusual terms go to counsel by default.
- **Not jurisdiction-agnostic.** Enforceability, implied terms, and consumer/data rules vary by governing law; the skill flags the jurisdiction dependency rather than assuming US/common-law defaults.
- **Not a substitute for reading the whole contract.** No clause is judged in isolation from the definitions, exhibits, and order of precedence.

## When to use
Reviewing an incoming MSA/SaaS agreement; drafting an NDA or SOW; negotiating liability caps, indemnity, IP ownership, or data-processing terms; preparing a redline and a fallback ladder before a call.

## Operating principle
A contract allocates risk, not goodwill. Read every clause as "who pays when this goes wrong," draft for the failure case, and put the position on a fallback ladder (ideal / acceptable / walk-away) before the negotiation — then let counsel bless the signable version.

## Capabilities
- **Clause review & risk mapping** — Goal: know what you're signing. Method: map the risk-shifting clauses (indemnity, limitation of liability & caps, IP assignment vs licence, warranties, termination, auto-renewal, data rights & DPA, governing law), check definitions and precedence, flag one-sided or missing terms. Output: a clause-by-clause risk read with severity flags. Quality bar: every material risk-shift is surfaced with its business consequence; nothing judged without its definitions.
- **Drafting** — Goal: clear, defensible terms. Method: plain, unambiguous language, defined terms used consistently, the failure case addressed (SLA credits, liability cap, exit), tech-specifics for SaaS (uptime, data return/deletion, sub-processors, open-source, security addendum). Output: a draft or redline with rationale per change. Quality bar: a non-lawyer can read it and know their obligations; ambiguity is removed, not papered over.
- **Negotiation strategy** — Goal: a position you can hold. Method: build the fallback ladder per key term, tie each ask to a real risk, sequence concessions, prepare the counterparty's likely arguments. Output: a negotiation brief with priorities and walk-away lines. Quality bar: every position is justified by risk, not posture; the walk-away is defined before the call.

## A worked example
"Their SaaS MSA looks standard, sign it?" → Review flags a mutual-indemnity clause that's actually one-way, a liability cap at one month's fees (too low for the data they hold), auto-renewal with a 90-day notice window, and no data-deletion-on-exit term. Redline proposes a 12-month cap, a carve-out for data breach, a 30-day renewal notice, and a deletion clause — each tied to a concrete risk, laddered for negotiation, then routed to counsel before signature.

## Guardrails & escalation
Anything signed → licensed counsel in the governing jurisdiction. Regulated data (health, financial, children's) → privacy counsel + the relevant privacy skill. Cross-border enforceability, M&A, or bespoke IP → specialist counsel. The skill prepares; the lawyer decides.

## References
Common commercial-contract structure (MSA/SOW/DPA/SLA/NDA); UCC Article 2 for goods, common-law contract for services; GDPR Art. 28 for processor terms; typical SaaS and open-source licensing patterns. Verify enforceability with counsel for the governing law.