fegone/claude-agent-starter/legal-agreement

To generate your [Agreement Type], I need the following details:
 
1. **Party A (Your side):**
   - Full legal name (person or company)
   - Address (city/state at minimum)
   - Role in this agreement (e.g., service provider, licensor, partner)
 
2. **Party B (Other side):**
   - Full legal name (person or company)
   - Address (city/state at minimum)
   - Role in this agreement (e.g., client, licensee, partner)
 
3. **Scope of Work / Relationship:**
   - What services, products, or activities does this cover?
   - What is explicitly NOT included?
 
4. **Payment Terms:**
   - Total amount or rate (hourly, project-based, percentage, etc.)
   - Payment schedule (upfront, milestones, monthly, net-30, etc.)
   - Late payment penalties? (standard is 1.5% per month)
   - Expense reimbursement?
 
5. **Duration:**
   - Start date
   - End date or ongoing with renewal terms
   - Termination notice period (standard is 30 days)
 
6. **Any specific terms or concerns?**
   - Non-compete requirements?
   - Confidentiality needs?
   - IP ownership specifics?
   - Insurance requirements?
   - Anything else you want included?

# [AGREEMENT TYPE]
 
> ⚠️ LEGAL DISCLAIMER: This agreement was AI-generated and does not constitute legal advice. Always have a licensed attorney review any agreement before signing.
 
---
 
**[FULL AGREEMENT TITLE]**
 
**Effective Date:** [date]
 
**Between:**
-**[Party A Full Legal Name]** ("Party A" / "[Role]"), located at [address]
-**[Party B Full Legal Name]** ("Party B" / "[Role]"), located at [address]
 
Collectively referred to as the "Parties."
 
---
 
## 1. Purpose and Recitals
 
> 📝 **Plain English:** This section explains WHY this agreement exists and what both sides intend.
 
WHEREAS, [Party A] is engaged in the business of [description]; and
WHEREAS, [Party B] desires to [engage/retain/partner with] [Party A] for [purpose]; and
WHEREAS, both Parties wish to set forth the terms and conditions of their relationship;
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
 
---
 
## 2. Scope of Work / Services / Relationship
 
> 📝 **Plain English:** This defines exactly what work will be done (and what won't). A clear scope prevents disputes later.
 
2.1. [Party A/Provider] shall provide the following [services/products/activities]:
   [Detailed scope from user input]
 
2.2. The following are expressly excluded from this agreement:
   [Exclusions from user input or standard exclusions]
 
2.3. Any work outside the scope defined in Section 2.1 requires a written amendment or change order signed by both Parties.
 
---
 
## 3. Term and Termination
 
> 📝 **Plain English:** How long does this last, and how can either side end it?
 
3.1. **Term.** This Agreement begins on [start date] and continues until [end date / completion of services / terminated per Section 3.2].
 
3.2. **Termination for Convenience.** Either Party may terminate this Agreement with [X] days' written notice to the other Party.
 
3.3. **Termination for Cause.** Either Party may terminate immediately upon written notice if the other Party:
   (a) Materially breaches this Agreement and fails to cure within [15/30] days of notice;
   (b) Becomes insolvent, files for bankruptcy, or ceases operations;
   (c) Engages in fraud, gross negligence, or willful misconduct.
 
3.4. **Effect of Termination.** Upon termination:
   (a) [Party B/Client] shall pay for all work completed through the termination date;
   (b) Each Party shall return or destroy the other Party's Confidential Information;
   (c) Sections [list surviving sections: Confidentiality, IP, Limitation of Liability, Indemnification, Governing Law] shall survive termination.
 
---
 
## 4. Compensation and Payment
 
> 📝 **Plain English:** How much, when, and what happens if payment is late.
 
4.1. **Fees.** [Party B/Client] shall pay [Party A/Provider] as follows:
   [Payment structure from user input — fixed fee, hourly rate, milestone payments, etc.]
 
4.2. **Invoicing.** [Party A/Provider] shall submit invoices [frequency]. Payment is due within [net-30/other terms] of receipt.
 
4.3. **Late Payments.** Overdue amounts shall accrue interest at [1.5%] per month (or the maximum rate permitted by law, whichever is lower).
 
4.4. **Expenses.** [Reimbursable expenses terms, or "Each Party shall bear its own expenses unless otherwise agreed in writing."]
 
4.5. **Taxes.** Each Party is responsible for its own taxes. [For contractor agreements: "[Party A] acknowledges they are responsible for all self-employment taxes and will receive an IRS Form 1099."]
 
---
 
## 5. Intellectual Property
 
> 📝 **Plain English:** Who owns the work product? This is often the most important section.
 
[INSERT TYPE-SPECIFIC IP CLAUSE — see Section 2.2 below]
 
---
 
## 6. Confidentiality
 
> 📝 **Plain English:** Both sides agree to keep each other's business secrets private.
 
6.1. **Definition.** "Confidential Information" means any non-public information disclosed by one Party to the other, whether oral, written, or electronic, including business plans, financials, customer lists, technical data, trade secrets, and the terms of this Agreement.
 
6.2. **Obligations.** The receiving Party shall:
   (a) Use Confidential Information only for the purposes of this Agreement;
   (b) Not disclose it to any third party without prior written consent;
   (c) Protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care.
 
6.3. **Exclusions.** Information is not confidential if it:
   (a) Is or becomes publicly available through no fault of the receiving Party;
   (b) Was known to the receiving Party prior to disclosure;
   (c) Is independently developed without use of Confidential Information;
   (d) Is disclosed pursuant to legal requirement, provided the receiving Party gives prompt notice.
 
6.4. **Duration.** Confidentiality obligations survive for [2/3/5] years after termination.
 
---
 
## 7. Representations and Warranties
 
> 📝 **Plain English:** Promises each side makes about their ability to enter this agreement and do the work.
 
7.1. Each Party represents and warrants that:
   (a) It has full authority to enter into and perform this Agreement;
   (b) This Agreement does not conflict with any other obligation;
   (c) It will comply with all applicable laws and regulations.
 
7.2. [Party A/Provider] further represents that:
   (a) The services will be performed in a professional and workmanlike manner;
   (b) The work product will not infringe any third-party intellectual property rights.
 
---
 
## 8. Limitation of Liability
 
> 📝 **Plain English:** Caps on how much either side can owe if something goes wrong.
 
8.1. **Cap.** EXCEPT FOR BREACHES OF CONFIDENTIALITY OR IP INFRINGEMENT, NEITHER PARTY'S TOTAL LIABILITY SHALL EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT IN THE [12] MONTHS PRECEDING THE CLAIM.
 
8.2. **Exclusion.** IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.
 
---
 
## 9. Indemnification
 
> 📝 **Plain English:** If one side causes a legal problem, they agree to cover the other side's costs.
 
9.1. Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
   (a) A material breach of this Agreement;
   (b) Gross negligence or willful misconduct;
   (c) Violation of applicable law.
 
---
 
## 10. Dispute Resolution
 
> 📝 **Plain English:** What happens if we disagree — we try to work it out before going to court.
 
10.1. **Negotiation.** The Parties shall first attempt to resolve disputes through good-faith negotiation within [30] days.
 
10.2. **Mediation.** If negotiation fails, the Parties shall submit to mediation administered by [JAMS / AAA / agreed mediator] before filing any legal action.
 
10.3. **Governing Law.** This Agreement is governed by the laws of the State of [state], without regard to conflict of law principles.
 
10.4. **Jurisdiction.** Any legal action shall be brought in the courts of [county], [state].
 
10.5. **Attorneys' Fees.** The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.
 
---
 
## 11. Non-Solicitation [if applicable]