Contracts Cold-Start Interview

Purpose

Conduct a structured, staged interview with a contracts practice group — led by a supervising attorney or authorized designee — to gather the information required to populate practice-profiles/contracts.md. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration.

Use When

• A team is adopting AgentCounsel and needs to configure practice-profiles/contracts.md for the first time.
• A contracts practice group is being onboarded to the library and no current profile exists.
• The library is being stood up for the first time and the contracts area is included in scope.
• A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates.

Required Inputs

• A knowledgeable person from the contracts practice group — a supervising attorney or an authorized designee — who can answer questions about the group's jurisdiction, positions, escalation rules, and review requirements.
• Any existing playbooks, clause libraries, contract templates, or standard-form documents the group already uses, so they can be referenced or cited in the profile.

Do Not Use When

• The group is actively working a live contract matter. This skill configures the library; it does not support an open matter.
• A practice-profiles/contracts.md already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately.
• No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as [CONFIRM: ...] placeholders.
• The purpose is to review, redline, or negotiate a specific contract (use the appropriate matter-level skill for that task).

Legal Safety Rules

• Produce draft legal work product for attorney review. This is not legal advice.
• Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record [CONFIRM: answer required from practice group] and move on.
• The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product.
• Do not invent standard positions, clause preferences, signing-authority thresholds, or escalation rules. Record only what the interviewee provides.
• Do not include client-specific facts, client names, matter identifiers, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record.
• Do not state or imply that any threshold, position, or rule in the profile satisfies a legal requirement under any jurisdiction. Jurisdiction-specific legal obligations are for the attorney to verify.
• Flag every item the interviewee defers or leaves open with a visible [CONFIRM: ...] placeholder so the reviewer can see exactly what is unresolved.

Workflow

Stage 1 — Jurisdictions

Ask the interviewee:

• In which countries, states, or provinces does the group primarily form and perform contracts?
• Does the group work in any jurisdictions where it operates under significant constraints, local counsel requirements, or special approval rules?
• What governing-law clause does the group default to, and are there jurisdictions where that default must be overridden?
• Are there jurisdictions the group treats as out of scope entirely, requiring escalation or outside counsel?

Record answers. Mark any unanswered item [CONFIRM: jurisdiction not yet specified].

Stage 2 — Client and Team Context

Ask the interviewee:

• Who are the primary clients of the contracts group — internal business units, external clients, or both?
• What types of contracts does the group handle most frequently (commercial agreements, vendor agreements, licensing, services agreements, master agreements, or other types)?
• How large is the contracts team, and does it include non-attorney contract professionals whose work must be supervised?
• Are there business units or counterparty categories that require special handling, separate workflows, or additional sign-off?

Record answers. Mark any unanswered item [CONFIRM: client/team context not yet specified].

Stage 3 — Escalation Thresholds

Ask the interviewee:

• What contract value threshold triggers mandatory attorney review before signature?
• What categories of clause — for example, unlimited liability, IP ownership transfer, exclusivity, change-of-control, or multi-year auto-renewal — always require attorney escalation regardless of value?
• Is there a counterparty category (such as a competitor, regulated entity, or government body) that triggers mandatory escalation?
• Who is the designated escalation contact for contracts that exceed these thresholds, and what is the expected turnaround?

Record answers. Mark any unanswered item [CONFIRM: escalation threshold not yet specified].

Stage 4 — Preferred Output Style

Ask the interviewee:

• Should contract work product be delivered as a narrative memo, a structured risk table, a redline comment set, or another format?
• What level of detail does the practice group expect — executive summary only, full clause-by-clause analysis, or both?
• Are there house style rules for how risk levels, recommendations, or open items should be labeled or formatted?
• Should drafts include a summary of assumptions and open items as a separate section, or integrated into the body?

Record answers. Mark any unanswered item [CONFIRM: output style preference not yet specified].

Stage 5 — Source-of-Truth Documents

Ask the interviewee:

• What documents constitute the group's authoritative source of truth for standard contract terms — for example, a master clause library, a playbook document, an approved template set, or an internal wiki?
• Where are those documents stored, and how should an agent reference them in work product?
• Are any of those documents currently under revision or not yet finalized? If so, which version governs until a new one is approved?
• Is there a formal process for updating or approving changes to the source documents?

Record answers and document names. Mark any unanswered item [CONFIRM: source document not yet identified].

Stage 6 — Standard Positions and Playbooks

Ask the interviewee:

• What is the group's default position on limitation of liability — cap formula, carve-outs, and any "never accept" terms?
• What is the group's default position on indemnification — unilateral vs. mutual, scope of covered losses, and any "never accept" terms?
• What is the group's preferred or required governing law and dispute-resolution clause?
• What is the group's position on auto-renewal clauses — acceptable, unacceptable, or acceptable only with specified notice and opt-out terms?
• What signing and approval authority rules apply — who may sign at each contract-value tier, and does a matrix or delegation of authority document govern this?
• Are there any other clause categories the group has a documented "always" or "never" position on?
• Does the group maintain a formal playbook document that captures these positions? If so, what is it called and where is it stored?

Record answers. Mark any unanswered item [CONFIRM: standard position not yet specified].

Stage 7 — Attorney Review Requirements

Ask the interviewee:

• At what stage of the contracting process is attorney review required — initial draft, before sending to counterparty, before signing, or at multiple stages?
• Are there contract types or counterparty categories for which attorney review is always required, regardless of value?
• What is the designated reviewer's role — reviewing attorney, practice group lead, general counsel, or another role?
• What is the expected turnaround time for attorney review, and how are urgent reviews handled?
• Is there a formal sign-off step — for example, a required signature, approval stamp, or logged confirmation — before a contract is executed?

Record answers. Mark any unanswered item [CONFIRM: review requirement not yet specified].

Stage 8 — Prohibited Assumptions

Ask the interviewee:

• Are there facts, terms, or positions that agents must never assume or infer without explicit confirmation — for example, that a counterparty is an affiliate, that a prior course of dealing governs, or that a template is current?
• Are there clause types where a silence or absence should never be treated as agreement?
• Are there business or legal risks that the group has identified as areas where agents must stop and escalate rather than reason through independently?
• Are there prior incidents or lessons learned that should be encoded as explicit prohibitions for agents working on contracts matters?

Record answers. Mark any unanswered item [CONFIRM: prohibited assumption not yet specified].

Stage 9 — Assemble the Draft Profile

Compile all answers into a filled draft of practice-profiles/contracts.md, populating each of the eight profile sections. For every item that was not answered, insert a visible [CONFIRM: ...] placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved.

Output Format

Deliver:

1. Filled draft of practice-profiles/contracts.md — all eight sections populated with answers from the interview. Every unanswered item is a visible [CONFIRM: ...] placeholder.
2. Open-items list — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently.

Label the entire output: Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.

Attorney Verification Checklist

• [ ] All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative.
• [ ] Jurisdictions listed are accurate and complete for the group's current practice.
• [ ] Escalation thresholds — value-based, clause-based, and counterparty-based — have been confirmed and are consistent with the group's current authority matrix.
• [ ] Standard positions and playbook references reflect current, approved group positions, not outdated or superseded ones.
• [ ] Source-of-truth documents listed are finalized and in effect; any documents under revision are flagged.
• [ ] Attorney review requirements match the group's current engagement and supervision model.
• [ ] Prohibited assumptions are accurate and do not inadvertently exclude items that should be permitted.
• [ ] No client-specific facts, matter identifiers, or privileged details appear in the profile.
• [ ] All [CONFIRM: ...] placeholders have been resolved or explicitly accepted as pending.
• [ ] The approved profile has been saved to practice-profiles/contracts.md and its effective date recorded.
• [ ] A process for periodic profile review and update has been identified.

Full raw SKILL.md

---
name: Contracts Cold-Start Interview
description: "Use when a contracts practice group is adopting AgentCounsel and needs to configure its practice profile by answering a structured interview covering jurisdictions, client context, escalation thresholds, output preferences, source documents, standard positions, review requirements, and prohibited assumptions."
practice_area: setup
task_type: interview
jurisdictions: []
risk_level: low
requires_attorney_review: true
inputs:
  - "Access to a contracts attorney or authorized designee"
  - "The practice group's jurisdictions and client context"
  - "Standard positions, escalation thresholds, and review requirements"
outputs:
  - "Filled contracts practice profile draft for attorney review"
related_skills:
  - skills/contracts/contract-risk-review/SKILL.md
  - skills/contracts/nda-review/SKILL.md
tags:
  - setup
  - cold-start
  - practice-profile
  - configuration
  - contracts
---

# Contracts Cold-Start Interview

## Purpose

Conduct a structured, staged interview with a contracts practice group — led by a supervising attorney or authorized designee — to gather the information required to populate `practice-profiles/contracts.md`. The skill walks through all eight profile fields in sequence, records every answer, and assembles a filled draft of the profile for the practice group's review and approval. It produces draft legal work product for attorney review — not legal advice and not a final configuration.

## Use When

- A team is adopting AgentCounsel and needs to configure `practice-profiles/contracts.md` for the first time.
- A contracts practice group is being onboarded to the library and no current profile exists.
- The library is being stood up for the first time and the contracts area is included in scope.
- A practice group wishes to revisit or rebuild its profile from scratch rather than make incremental updates.

## Required Inputs

- A knowledgeable person from the contracts practice group — a supervising attorney or an authorized designee — who can answer questions about the group's jurisdiction, positions, escalation rules, and review requirements.
- Any existing playbooks, clause libraries, contract templates, or standard-form documents the group already uses, so they can be referenced or cited in the profile.

## Do Not Use When

- The group is actively working a live contract matter. This skill configures the library; it does not support an open matter.
- A `practice-profiles/contracts.md` already exists and is current. In that case this is a refresh, not a cold start — though the skill may still be used to rebuild the profile deliberately.
- No authorized person is available to answer. Do not complete the interview with guessed or inferred answers; record all gaps as `[CONFIRM: ...]` placeholders.
- The purpose is to review, redline, or negotiate a specific contract (use the appropriate matter-level skill for that task).

## Legal Safety Rules

- Produce draft legal work product for attorney review. This is not legal advice.
- Never guess or infer an answer to any interview question. If the interviewee cannot answer a question, record `[CONFIRM: answer required from practice group]` and move on.
- The filled profile is a draft. It must be reviewed and explicitly approved by the supervising attorney or practice group before it governs any AgentCounsel work product.
- Do not invent standard positions, clause preferences, signing-authority thresholds, or escalation rules. Record only what the interviewee provides.
- Do not include client-specific facts, client names, matter identifiers, or privileged details in the profile. The profile is a reusable group-level configuration, not a matter record.
- Do not state or imply that any threshold, position, or rule in the profile satisfies a legal requirement under any jurisdiction. Jurisdiction-specific legal obligations are for the attorney to verify.
- Flag every item the interviewee defers or leaves open with a visible `[CONFIRM: ...]` placeholder so the reviewer can see exactly what is unresolved.

## Workflow

**Stage 1 — Jurisdictions**

Ask the interviewee:
- In which countries, states, or provinces does the group primarily form and perform contracts?
- Does the group work in any jurisdictions where it operates under significant constraints, local counsel requirements, or special approval rules?
- What governing-law clause does the group default to, and are there jurisdictions where that default must be overridden?
- Are there jurisdictions the group treats as out of scope entirely, requiring escalation or outside counsel?

Record answers. Mark any unanswered item `[CONFIRM: jurisdiction not yet specified]`.

**Stage 2 — Client and Team Context**

Ask the interviewee:
- Who are the primary clients of the contracts group — internal business units, external clients, or both?
- What types of contracts does the group handle most frequently (commercial agreements, vendor agreements, licensing, services agreements, master agreements, or other types)?
- How large is the contracts team, and does it include non-attorney contract professionals whose work must be supervised?
- Are there business units or counterparty categories that require special handling, separate workflows, or additional sign-off?

Record answers. Mark any unanswered item `[CONFIRM: client/team context not yet specified]`.

**Stage 3 — Escalation Thresholds**

Ask the interviewee:
- What contract value threshold triggers mandatory attorney review before signature?
- What categories of clause — for example, unlimited liability, IP ownership transfer, exclusivity, change-of-control, or multi-year auto-renewal — always require attorney escalation regardless of value?
- Is there a counterparty category (such as a competitor, regulated entity, or government body) that triggers mandatory escalation?
- Who is the designated escalation contact for contracts that exceed these thresholds, and what is the expected turnaround?

Record answers. Mark any unanswered item `[CONFIRM: escalation threshold not yet specified]`.

**Stage 4 — Preferred Output Style**

Ask the interviewee:
- Should contract work product be delivered as a narrative memo, a structured risk table, a redline comment set, or another format?
- What level of detail does the practice group expect — executive summary only, full clause-by-clause analysis, or both?
- Are there house style rules for how risk levels, recommendations, or open items should be labeled or formatted?
- Should drafts include a summary of assumptions and open items as a separate section, or integrated into the body?

Record answers. Mark any unanswered item `[CONFIRM: output style preference not yet specified]`.

**Stage 5 — Source-of-Truth Documents**

Ask the interviewee:
- What documents constitute the group's authoritative source of truth for standard contract terms — for example, a master clause library, a playbook document, an approved template set, or an internal wiki?
- Where are those documents stored, and how should an agent reference them in work product?
- Are any of those documents currently under revision or not yet finalized? If so, which version governs until a new one is approved?
- Is there a formal process for updating or approving changes to the source documents?

Record answers and document names. Mark any unanswered item `[CONFIRM: source document not yet identified]`.

**Stage 6 — Standard Positions and Playbooks**

Ask the interviewee:
- What is the group's default position on limitation of liability — cap formula, carve-outs, and any "never accept" terms?
- What is the group's default position on indemnification — unilateral vs. mutual, scope of covered losses, and any "never accept" terms?
- What is the group's preferred or required governing law and dispute-resolution clause?
- What is the group's position on auto-renewal clauses — acceptable, unacceptable, or acceptable only with specified notice and opt-out terms?
- What signing and approval authority rules apply — who may sign at each contract-value tier, and does a matrix or delegation of authority document govern this?
- Are there any other clause categories the group has a documented "always" or "never" position on?
- Does the group maintain a formal playbook document that captures these positions? If so, what is it called and where is it stored?

Record answers. Mark any unanswered item `[CONFIRM: standard position not yet specified]`.

**Stage 7 — Attorney Review Requirements**

Ask the interviewee:
- At what stage of the contracting process is attorney review required — initial draft, before sending to counterparty, before signing, or at multiple stages?
- Are there contract types or counterparty categories for which attorney review is always required, regardless of value?
- What is the designated reviewer's role — reviewing attorney, practice group lead, general counsel, or another role?
- What is the expected turnaround time for attorney review, and how are urgent reviews handled?
- Is there a formal sign-off step — for example, a required signature, approval stamp, or logged confirmation — before a contract is executed?

Record answers. Mark any unanswered item `[CONFIRM: review requirement not yet specified]`.

**Stage 8 — Prohibited Assumptions**

Ask the interviewee:
- Are there facts, terms, or positions that agents must never assume or infer without explicit confirmation — for example, that a counterparty is an affiliate, that a prior course of dealing governs, or that a template is current?
- Are there clause types where a silence or absence should never be treated as agreement?
- Are there business or legal risks that the group has identified as areas where agents must stop and escalate rather than reason through independently?
- Are there prior incidents or lessons learned that should be encoded as explicit prohibitions for agents working on contracts matters?

Record answers. Mark any unanswered item `[CONFIRM: prohibited assumption not yet specified]`.

**Stage 9 — Assemble the Draft Profile**

Compile all answers into a filled draft of `practice-profiles/contracts.md`, populating each of the eight profile sections. For every item that was not answered, insert a visible `[CONFIRM: ...]` placeholder with enough context for the reviewer to understand what needs to be supplied. Append a list of all open placeholders so the reviewing attorney can see at a glance what remains unresolved.

## Output Format

Deliver:

1. **Filled draft of `practice-profiles/contracts.md`** — all eight sections populated with answers from the interview. Every unanswered item is a visible `[CONFIRM: ...]` placeholder.
2. **Open-items list** — an explicit enumeration of every placeholder inserted, with the stage and question it corresponds to, so the reviewing attorney can resolve them efficiently.

Label the entire output: **Draft legal work product for attorney review. Not legal advice. This profile draft must be reviewed and approved by the supervising attorney or practice group before it is relied upon.**

## Attorney Verification Checklist

- [ ] All eight profile sections have been reviewed by a supervising attorney or authorized practice-group representative.
- [ ] Jurisdictions listed are accurate and complete for the group's current practice.
- [ ] Escalation thresholds — value-based, clause-based, and counterparty-based — have been confirmed and are consistent with the group's current authority matrix.
- [ ] Standard positions and playbook references reflect current, approved group positions, not outdated or superseded ones.
- [ ] Source-of-truth documents listed are finalized and in effect; any documents under revision are flagged.
- [ ] Attorney review requirements match the group's current engagement and supervision model.
- [ ] Prohibited assumptions are accurate and do not inadvertently exclude items that should be permitted.
- [ ] No client-specific facts, matter identifiers, or privileged details appear in the profile.
- [ ] All `[CONFIRM: ...]` placeholders have been resolved or explicitly accepted as pending.
- [ ] The approved profile has been saved to `practice-profiles/contracts.md` and its effective date recorded.
- [ ] A process for periodic profile review and update has been identified.