Business Agreement Generator

Overview

Generates professional business agreements for 10 common relationship types, each with type-specific clause sections, plain English annotations, and proper legal structure. Templates are benchmarked against CommonPaper standards (CC BY 4.0), Bonterms (CC BY 4.0), and Open-Agreements (MIT) to ensure market-standard language.

The skill uses an information-gathering wizard approach — collecting essential details before generating, rather than producing generic boilerplate that requires heavy editing.

> Legal Disclaimer: This skill generates template documents for informational and > educational purposes only. Generated agreements are not a substitute for legal advice. > Contract requirements vary by jurisdiction, industry, and transaction specifics. > All documents should be reviewed by a licensed attorney before execution. No > attorney-client relationship is created by using this tool.

Prerequisites

• Names and details of all parties to the agreement
• Clear understanding of the business relationship and obligations
• Desired term, payment structure, and governing jurisdiction

Instructions

1. Identify the agreement type. Determine which of the 10 types the user needs:

| Type | When to Use | Key Focus | |------|-------------|-----------| | Freelancer | Hiring independent contractors | Deliverables, IP, independent contractor status | | Partnership | Forming a business partnership | Profit sharing, decision authority, exit | | NDA | Protecting confidential info | Scope, duration, remedies (use nda-generator for full NDA) | | Licensing | Granting IP usage rights | Grant scope, royalties, exclusivity | | Consulting | Engaging expert advisors | Scope of work, deliverables, hourly/project fees | | Statement of Work (SOW) | Defining project specifics | Milestones, acceptance criteria, change orders | | Master Service Agreement (MSA) | Ongoing service relationship | Framework terms, SOW attachment structure | | Joint Venture | Temporary business collaboration | Contributions, profit split, governance, dissolution | | Distribution | Product distribution rights | Territory, exclusivity, minimum orders, marketing | | Referral | Formalizing referral partnerships | Commission structure, tracking, payment triggers |

1. Run the information-gathering wizard. Collect these details from the user:

Universal fields (all types):

• Full legal names and entity types of all parties
• Business addresses
• Effective date and term (with renewal provisions)
• Governing law jurisdiction
• Payment terms (amount, schedule, method)
• Termination provisions (for cause, for convenience, notice period)

Type-specific fields:

• Freelancer: Deliverables list, deadlines, IP ownership, equipment provided
• Partnership: Capital contributions, profit/loss split, management structure
• Licensing: Licensed IP description, territory, exclusivity, royalty rate
• Consulting: Hourly/project rate, travel expenses, deliverable format
• SOW: Milestones with dates, acceptance criteria, change order process
• MSA: Service categories, SLA requirements, SOW template
• Joint Venture: Purpose, contributions (cash/IP/labor), governance board
• Distribution: Products, territory, exclusivity, minimum purchase volumes
• Referral: Commission percentage, payment trigger, tracking mechanism

1. Generate type-specific clause sections. Each agreement type includes its

required sections. Common sections across all types:

| Section | Included In | |---------|-------------| | Recitals & Definitions | All types | | Scope of Work / Services | Freelancer, Consulting, SOW, MSA | | Compensation & Payment | All types | | Intellectual Property | Freelancer, Consulting, Licensing, JV | | Confidentiality | All types | | Representations & Warranties | All types | | Indemnification | All types | | Limitation of Liability | All types | | Term & Termination | All types | | Non-Compete / Non-Solicit | Freelancer, Partnership, Consulting, JV | | Dispute Resolution | All types | | General Provisions | All types | | Signature Block | All types |

Type-specific sections:

• Freelancer: Independent Contractor Status, Tax Obligations, Equipment & Workspace
• Partnership: Capital Accounts, Voting & Decisions, Admission of New Partners, Dissolution
• Licensing: Grant of License, Sublicensing Rights, Quality Control, Audit Rights
• SOW: Milestones & Deliverables Table, Acceptance Testing, Change Order Procedure
• MSA: Service Level Agreement, SOW Incorporation, Escalation Procedures
• Joint Venture: JV Entity Formation, Management Committee, Capital Calls, Wind-Down
• Distribution: Territory & Exclusivity, Minimum Orders, Marketing Obligations, Inventory
• Referral: Referral Definition, Commission Calculation, Tracking & Reporting, Clawback

1. Add plain English annotations. After each section, include:

> **Plain English:** {simple explanation of what this means for both parties}

1. Apply jurisdiction-specific adjustments:

• California: Enhanced independent contractor tests (ABC test per AB 5)
• New York: Specific partnership law requirements
• Texas: Non-compete enforceability standards
• International: Choice of law and arbitration provisions (ICC or UNCITRAL rules)

1. Insert VERIFY] tags on any assumptions about party details, payment amounts,

or relationship specifics not explicitly provided by the user.

1. Write the output file using the naming convention below.

Output

Generate a single Markdown file named {TYPE}-AGREEMENT-{PartyA}-{PartyB}-{YYYY-MM-DD}.md:

# {Type} Agreement

**Between:** {Party A} ("{Role A}")
**And:** {Party B} ("{Role B}")
**Effective Date:** {date}

---

## Table of Contents
{numbered section list}

---

## 1. Recitals and Definitions
{formal legal text}

> **Plain English:** {simple explanation}

## 2. {Type-Specific Section}
{formal legal text}

> **Plain English:** {simple explanation}

{... remaining sections ...}

---

## Signature Block
| | {Party A} | {Party B} |
|---|-----------|-----------|
| Signature | _________________ | _________________ |
| Name | {name} | {name} |
| Title | {title} | {title} |
| Date | _________________ | _________________ |

---

**[VERIFY] Tags Summary:**
{numbered list of assumptions}

**Agreement Type:** {type}
**Clause Count:** {count} sections
**Generated by:** Legal Assistant Plugin — Not a substitute for legal counsel.

Error Handling

| Error | Cause | Solution | |-------|-------|----------| | Unclear agreement type | User describes a hybrid relationship | Recommend the closest type, note deviations | | Missing payment details | User has not set compensation terms | Provide market-rate ranges for context, add VERIFY] | | Multi-party agreement | More than 2 parties | Adapt signature block and obligations for all parties | | International parties | Cross-border relationship | Add international arbitration clause, address currency and tax | | Regulated industry | Healthcare, finance, government contracting | Flag additional compliance requirements (HIPAA, SOX, FAR) | | California freelancer | AB 5 independent contractor risks | Include ABC test analysis, recommend legal review |

Examples

Example 1: Freelancer Agreement

Request: "Create a freelancer agreement for a web developer building our new marketing site"

Result: FREELANCER-AGREEMENT-AcmeCorp-JaneDev-2026-04-02.md with:

• Detailed scope of work with milestone deliverables
• IP assignment to company upon payment (work-for-hire with assignment backup)
• Independent contractor status affirmation
• NET-30 payment upon milestone acceptance
• 14-day termination for convenience with kill fee
• Non-compete limited to direct competitors for 6 months

Example 2: Master Service Agreement

Request: "Generate an MSA between our consulting firm and a new enterprise client"

Result: MSA-AGREEMENT-ConsultingCo-EnterpriseCorp-2026-04-02.md with:

• Framework agreement with SOW attachment template
• Service level commitments (response times, availability)
• Rate card structure with annual escalation cap
• Mutual indemnification with liability cap at 12 months fees
• Data protection addendum referencing GDPR
• SOW change order procedure with approval workflow

Example 3: Referral Agreement

Request: "Create a referral agreement — we'll pay 10% commission for qualified leads"

Result: REFERRAL-AGREEMENT-CompanyA-PartnerB-2026-04-02.md with:

• Qualified referral definition (signed contract within 90 days)
• 10% commission on first-year revenue
• 30-day payment after client payment received
• 12-month attribution window
• CRM tracking and quarterly reporting requirements

Resources

• CommonPaper Standard Agreements — CC BY 4.0 cloud, consulting, NDA standards
• Bonterms Cloud Terms — CC BY 4.0 standardized commercial terms
• Open-Agreements — MIT-licensed agreement templates
• SCORE Business Agreement Resources — SBA-funded small business templates
• California AB 5 (Dynamex) — Independent contractor classification
• ICC Model Contracts — International commercial agreement standards