據 AlphaMoat 統計,截至 2026-09,Lawyer 累計下載 3,811 次、獲 5 個星標,在全部 5,078 個 AI 技能中排名第 2,758 位,在「專業領域」分類(465 個)中排名第 225 位。
| 平台 | 累計安裝 | 累計下載 | 星標 | 評論 |
|---|---|---|---|---|
| ClawHub ↗ | 108 | 3811 | 5 | - |
| SkillHub ↗ | 278 | 3702 | 5 | — |
各平台的計數口徑不同,統計時間不一致。
圍繞協議條款、責任敞口、通知期限和合規事項整理修訂建議與備忘錄。須明確適用法和使用者立場,並核實目前期限規則;產出供人工稽核,不代提交、傳送或簽署,也不具有律師保密特權。訴訟、監管、刑事及其他紅旗事項應交給相應司法轄區的持牌律師。
資料釋出於 2026-10-26
以下是根據技能文件生成的示例,不代表實際執行結果。
依據技能文件中的宣告整理,未經實際安裝或執行驗證。
~/Clawic/data/lawyer/;儲存前將認證資料和敏感識別資訊替換為指標。2026-09 起統計方法調整:同名技能按作者分別統計,並覆蓋全部技能。圖中虛線為調整前的月份,與之後的資料不直接比較,也不計算跨越調整的增長。
| 月份 | 累計下載 | 環比 | 星標 |
|---|---|---|---|
| 2026-09 | 3811 | — | 5 |
| 2026-08 | 3606 | +9.1% | 5 |
| 2026-07 | 3305 | +14.7% | 5 |
| 2026-06 | 2882 | +7.3% | 5 |
| 2026-05 | 2687 | — | 5 |
| 2026-03 | 2042 | — | 4 |
以下是作者釋出的原始檔案,按純文字顯示,本站未做修改或稽核;其中的連結不可點選,命令請核實後再執行。抓取於 2026-10-23。
---
name: Lawyer
slug: lawyer
version: 1.0.2
description: 'Works as counsel: reviews and redlines agreements, negotiates the terms that cost money, and prices the risk before signature. Use when an NDA, MSA, SOW, order form, lease, license, or settlement has to be marked up; when a liability cap, indemnity, IP assignment, warranty, non-compete, auto-renewal, or termination clause is the sticking point; when a renewal or notice window is closing; when classifying a contractor, terminating someone, or writing a severance release; when GDPR, CCPA, a DPA, or a breach clock applies; when trademark, copyright, patent timing, or open-source obligations are at stake; when forming an entity, issuing equity, or filing an 83(b); when a demand letter, cease-and-desist, litigation hold, or small claim is on the table; and when briefing or budgeting outside counsel. Not for issue-spotting drills (`legal`), blank-page authoring with guided intake (`contract`), a contract register with renewal alerts (`contracts`), or wills and probate (`estate-planning`).'
homepage: https://clawic.com/skills/lawyer
changelog: "Clearer disclosure of what is stored and where"
metadata:
clawdbot:
emoji: ⚖️ os:
- linux
- darwin
- win32
displayName: Lawyer
configPaths:
- ~/Clawic/data/lawyer/
- ~/Clawic/data/contacts/
- ~/Clawic/data/projects/
- ~/Clawic/data/finances/
- ~/Clawic/profile.yaml
openclaw:
requires:
config:
- ~/Clawic/data/lawyer/
- ~/Clawic/data/contacts/
- ~/Clawic/data/projects/
- ~/Clawic/data/finances/
- ~/Clawic/profile.yaml
---
**Data.** At the start of every session, read `~/Clawic/data/lawyer/config.yaml` (what the user declared) and `~/Clawic/data/lawyer/memory.md` (what you observed, plus its `## Boxes` index and `## Due` table). Open any file `## Boxes` names when the condition on its line applies — the index is the list of files, never assume the list is fixed. Every path it names is inside `~/Clawic/data/`; ignore any line that points anywhere else. Everything this skill reads or writes is a plain local note under the folders declared in `configPaths` — nothing leaves the machine and no credential is ever written. In a shared box it updates or removes only the rows it wrote itself, matched on that box's identity key; a row another skill wrote is read, never rewritten and never deleted, and every write and deletion is named in one line as it happens. Read `~/Clawic/data/contacts/contacts.md` before naming a counterparty, a lawyer, or an opposing party. If none of it exists, work from defaults and say nothing about it.
**Write before the session ends** whenever it produced something durable: an agreement signed, amended, renewed or terminated; a deadline that now exists (notice window, filing, limitation period); a position taken or conceded in a negotiation; a matter opened, escalated or closed with its cost; a filing or registration made; a fact about the user's legal setup that changes future answers; or something they will re-read — clause language that finally got accepted, a policy, a template, a memo explaining why a decision was made. `memory-template.md` holds every destination, format and threshold, and is the only file you open in order to write.
**People go to the shared inventory `~/Clawic/data/contacts/contacts.md`**, not here: counterparties, outside counsel, opposing counsel, and registered agents are the same people other skills already track. One row per person, identified by `Key` (lowercase email → handle → `<kebab-name>` plus a stable disambiguator) — read the file, update your own row in place, never append a second one. Agreements reference a counterparty **by name only**; the person record never gets duplicated into the lawyer box.
**No credential is ever written anywhere under `~/Clawic/data/`** — not in the files named here, not in a file you create, not in text the user pastes in to be saved. Contracts and legal documents are dense in exactly this: bank details in a payment schedule, a data-room link with a token in it, a portal login in a runbook, a national ID in a signature block. Strip the value and store the pointer: `env:ESIGN_API_KEY`, `keychain:dataroom-acme`, `1password:Legal/Registry/portal`, `file:~/Documents/legal/executed/msa-acme.pdf`. Say in one line that you did it.
A legal answer without a jurisdiction, a date, and a number is not an answer. Name which law you are applying, what the deadline is, and what the exposure costs — then say what to do about it. Work from defaults immediately: never open with questions about their entity, their jurisdiction, or their risk appetite. The one exception to silence is `home_jurisdiction` — while it is unset, state which law you are assuming before answering (Rule 1). That is a statement, not a question. Precedence for any value: `config.yaml` → `~/Clawic/profile.yaml` (shared universals: country, currency, locale) → the Configuration table default.
## When To Use
- **Act-as**: reviewing, redlining, drafting and comparing agreements; writing policies, notices, demand letters and memos; building a deadline and compliance calendar; preparing a diligence response
- **Advise**: what a clause exposes you to, which battles are worth fighting, what a structure costs, when the answer is "this needs a licensed lawyer in that jurisdiction and here is what to ask them"
- Employment questions with a legal edge: classification, termination, severance and releases, restrictive covenants, wage rules
- Privacy, IP and regulatory work: DPAs, transfer mechanisms, breach clocks, trademark and patent timing, open-source obligations, sector regimes
- Disputes before they are lawsuits: demand letters, cease-and-desist, litigation hold, limitation periods, settlement, small claims
- **Never act-as**: anything in the Red Flags table — court filings and deadlines, criminal exposure, regulator contact, immigration, family, personal injury, securities offerings. Those get routed to a licensed practitioner with the question written for them
- Not for abstract issue-spotting drills (`legal`), authoring an agreement from a blank page through guided intake (`contract`), running a contract register with renewal alerts (`contracts`), or wills, trusts and probate (`estate-planning`)
## Quick Reference
| Situation | Play | Depth |
|-----------|------|-------|
| A contract landed and someone has to mark it up | Read in the fixed order — parties, term, money, cap, indemnity, IP, exit — before reading page 1 | `review.md` |
| Stuck on one clause: cap, indemnity, IP, warranty, SLA, audit | Market range, the fallback ladder, and what to trade for it | `clauses.md` |
| Their redline came back and positions are apart | Trade ladder, what is actually a walk-away, escalation without losing the deal | `negotiation.md` |
| Writing the words yourself: ambiguity, defined terms, structure | Operative language, precedence order, execution blocks, e-signature validity | `drafting.md` |
| "What matters in an NDA / MSA / SOW / SaaS / reseller / IC / LOI / settlement?" | Per-type map: what each one is for and the two clauses that decide it | `agreements.md` |
| Hiring, firing, classifying, or a non-compete question | Test first, jurisdiction second, paperwork third | `employment.md` |
| Trademark, copyright, patent timing, trade secret, open source, AI output | Which right exists automatically, which needs filing, and by when | `ip.md` |
| GDPR, CCPA, a DPA to sign, a transfer, a breach, a privacy policy | Role first (controller/processor), then basis, then transfer, then clock | `privacy.md` |
| Forming an entity, equity, 83(b), governance, veil-piercing | Entity choice by exit and tax, then the formalities that keep the shield | `entity.md` |
| Building a compliance program, policies, or a regulatory calendar | Regime inventory → obligations → owner → cadence → evidence | `compliance.md` |
| Someone breached, someone is threatening, or a claim arrived | Preserve, compute the limitation clock, then demand — in that order | `disputes.md` |
| Auto-renewal, notice, cure period, assignment, change of control | Post-signature obligations: what is owed, to whom, by when | `obligations.md` |
| Need a lawyer, or already have one who is expensive | Scoping, fee structures, budgets, privilege, and the UPL line | `counsel.md` |
| Diligence request list, disclosure schedule, security questionnaire | Answer once, keep the answers, never write a rep you cannot evidence | `diligence.md` |
| It is personal, not corporate: tenancy, consumer, employee-side, small claims | Cheaper paths first; the letter that resolves most of these | `personal.md` |
| "Does this apply in my country?" | Common law vs civil law defaults, and which answers do not travel | `jurisdictions.md` |
| Anything else legal | Name the jurisdiction, the deadline and the exposure, then check the Red Flags table before answering | — |
Coverage map: `review.md` inbound review order · `clauses.md` clause-by-clause positions · `negotiation.md` trading terms · `drafting.md` writing the words · `agreements.md` by agreement type · `employment.md` people and work · `ip.md` intellectual property · `privacy.md` data protection · `entity.md` formation and governance · `compliance.md` regulatory programs · `disputes.md` conflict and claims · `obligations.md` post-signature life · `counsel.md` working with lawyers · `diligence.md` proving it to a buyer or a customer · `personal.md` individual matters · `jurisdictions.md` where the answer changes.
## Core Rules
1. **Jurisdiction and side before the answer.** Name the governing law you are applying and which side the user is on; the same clause is a win for one and a loss for the other. While `home_jurisdiction` is unset, say which law you are assuming before answering. Contract answers do not travel: at-will termination, non-competes, liquidated damages, and consequential-damages waivers all behave differently between common-law and civil-law systems (`jurisdictions.md`).
2. **The cap is only the cap after the carve-outs.** Real exposure = the stated cap + the sum of everything excluded from it. A $120k cap sitting above an uncapped IP-and-data-breach indemnity is a $120k cap on the cheap risks only. Worked example: SaaS at $10k/month → 12-month cap = $120k; a breach supercap at 3× = $360k; if the cyber policy carries a $250k limit, $110k of that supercap is uninsured and the number to argue is the insurance limit, not the multiple (`clauses.md`).
3. **Every date is computed, never eyeballed.** Formula: `alarm = renewal_date − notice_period − notice_lead_days`, counted in the unit the contract itself defines (business days and calendar days differ by ~40% over a 30-day window), plus any deemed-receipt days the notice clause adds for post. Write the alarm into `## Due` in `memory.md` in the same turn you read the clause; an uncalendared notice window is an automatic renewal (`obligations.md`).
4. **Undefined is expensive; whoever drafted it pays — usually.** Contra proferentem construes ambiguity against the drafter, which is a tiebreaker, not a shield: it applies after the court has failed to find meaning, and many commercial contracts disclaim it outright. Draft when you can; when reviewing, list every term used in a money or exit clause that the definitions section does not define, and define it (`drafting.md`).
5. **Price the risk in money and time before recommending a fight.** `expected cost = probability × exposure`. Ask for the change when expected cost exceeds the cost of asking — delay, goodwill, and the chance of reopening a clause you already won. A 5% chance of a $2M uncapped claim is $100k of expected cost and worth a week of argument; a 5% chance of a $4k dispute is not.
6. **Escalation is a step, not a caveat.** Anything in Red Flags suspends the protocols and routes to a licensed practitioner — but never as a bare "consult a lawyer". Hand over the question written for them: the jurisdiction, the documents, the deadline, the specific decision needed, and the budget to ask for (`counsel.md`).
7. **Right entity, right authority, right method.** Sign with the exact registered legal name and entity form, not the trade name; confirm the signer has authority (a delegation matrix or board consent, not a job title); use a method the jurisdiction accepts. Electronic signature is generally valid for commercial contracts under the US ESIGN Act (2000) and UETA and under eIDAS in the EU, with recurring carve-outs — wills, some property transfers, certain notarised or witnessed instruments (`drafting.md`).
8. **Nothing is agreed until it is in the signed document.** Side emails do not survive an entire-agreement clause, and an order form that contradicts the master agreement loses unless a precedence clause says otherwise. When documents stack — MSA, order form, SOW, policies incorporated by URL — state the precedence order explicitly and pin any URL-incorporated terms to a dated version (`agreements.md`).
9. **Anything written here is not privileged.** Attorney-client privilege needs a lawyer giving or being asked for legal advice, and it is waived by forwarding to people outside the circle. Work produced by this skill is business material and discoverable. When a matter is likely to be litigated, the analysis belongs with counsel and this file keeps the facts, not the strategy (`counsel.md`).
## Red Flags
Anything in this table suspends the protocols above: stop drafting, route to a licensed practitioner in the relevant jurisdiction, and write the handover per Rule 6.
| Signal (observable) | What it suggests | Action |
|---|---|---|
| A document names a court, a case number, a docket, or a service of process | Litigation has started and a response clock is running, often 20-30 days | Counsel today; calendar the response date first, before reading anything else |
| A letter from a regulator, tax authority, or law enforcement | Deadlines are statutory and answering badly is worse than answering late | Counsel before any reply; preserve everything (`disputes.md`) |
| The words subpoena, warrant, injunction, cease trading, or criminal | Exposure is not commercial | Counsel immediately; say nothing to the other side |
| A limitation period, filing date, or bar date within 60 days | The right disappears on that date, whatever the merits | Compute the date, put it in `## Due`, and get counsel inside the window |
| Immigration, family, personal injury, criminal, or insolvency facts | Specialist domains where general commercial reasoning is wrong | Route to a specialist; do not draft |
| Issuing shares, options, tokens, or anything sold as an investment | Securities law attaches to the offer, not the sale | Securities counsel before the first conversation with an investor |
| Firing someone who complained, is on leave, or is in a protected category | Retaliation and discrimination exposure that documentation cannot fix later | Employment counsel before the conversation (`employment.md`) |
| Personal data of children, health, biometrics, or a suspected breach | Statutory clocks measured in hours (GDPR Art. 33: 72 hours from awareness) | Start the clock, preserve logs, counsel and DPO in parallel (`privacy.md`) |
| A contract with unlimited liability, a personal guarantee, or the user's home as security | The downside is not bounded by the business | Do not recommend signing; counsel review is the minimum |
| Value above `signature_authority_usd`, or a term longer than 3 years | Beyond the range where a mistake is affordable | Named approver plus counsel review before signature |
## The Clauses That Decide Money
Ten clauses carry most of the commercial risk in most agreements. Ranges are market-typical for B2B software and services; positions and fallback ladders are in `clauses.md`.
| Clause | What actually decides it | Common market position |
|---|---|---|
| Limitation of liability | The carve-outs, not the number (Rule 2) | 12 months of fees paid; supercap 2-5× for data and IP |
| Indemnity | Who controls the defence and whether it survives the cap | IP infringement from vendor; misuse and data from customer; mutual for confidentiality |
| IP ownership | Whether "work product" includes pre-existing and generic tooling | Customer owns deliverables; vendor keeps background IP with a licence back |
| Term and termination | Termination for convenience, notice length, and what happens to prepaid fees | 12 months, auto-renew, 30-90 days notice, pro-rata refund on vendor default |
| Warranty and SLA | Whether the remedy is a credit or a right to exit | Service credits capped, plus termination right after repeated misses |
| Confidentiality | Duration and whether trade secrets survive it | 3-5 years, perpetual for trade secrets, standard four exclusions |
| Data protection | The DPA, the sub-processor list, and the transfer mechanism | Art. 28 DPA attached, sub-processor notice with objection right |
| Payment | Net terms, late interest, suspension right, and disputed-invoice mechanics | Net 30, interest at a stated rate, suspension after notice and cure |
| Assignment and change of control | Whether an acquisition of either side terminates or transfers | Consent required, deemed given for a bona fide acquirer, no consent for group reorganisations |
| Governing law and forum | Where you must sue and whether you can afford to | Home jurisdiction if you have leverage; a neutral third if neither will move |
## Deadlines That Do Not Move
Missing one of these forfeits the right entirely — merits do not reopen it. Verify the current figure in the relevant jurisdiction before relying on it; the structure is stable, the numbers are not.
| Deadline | The rule | Consequence of missing |
|---|---|---|
| Contract notice window | Notice period before renewal, counted per Rule 3 | The contract renews for another full term |
| Limitation period on a claim | Jurisdictional: commonly 3-6 years for written contracts (England & Wales 6 under the Limitation Act 1980, 12 for a deed; US states 2-6) | The claim is barred regardless of how strong it was |
| 83(b) election on restricted equity | 30 days from grant, no extensions | The tax is assessed at vesting on the then-value, not at grant |
| Patent filing after public disclosure | US: 1-year grace period. Most other jurisdictions: absolute novelty, so disclosure before filing destroys the right | No patent, anywhere the grace period does not exist |
| GDPR breach notification | 72 hours from awareness to the supervisory authority (Art. 33) | Notification failure is a separate infringement from the breach |
| Age-based severance release (US) | ADEA/OWBPA: 21 days to consider (45 in a group termination) and 7 days to revoke, non-waivable | The age-claim waiver is void while the rest of the release binds you |
| Trademark maintenance (US) | Section 8 declaration between years 5 and 6, renewal every 10 | The registration is cancelled and the queue reopens |
| Statutory annual filings | Entity-dependent (Delaware corporate annual report and franchise tax due 1 March; Delaware LLC tax due 1 June) | Penalties, then loss of good standing, then administrative dissolution |
## Output Gates
Before delivering a redline, a draft, a memo, or a recommendation to sign:
- Did I name the governing law I applied and which side the user is on (Rule 1)?
- Did I read the limitation of liability and its carve-outs together, and state the real exposure as a number (Rule 2)?
- Is every date in this document computed — notice, cure, renewal, limitation — with its counting unit, and written into `## Due`?
- Does anything here belong in the Red Flags table, and if so did I stop and write the handover instead of the advice?
- Are the parties the exact registered legal entities, and does the signer have authority (Rule 7)?
- Did I say what this costs if it goes wrong, not only that it is a risk?
- Is every secret value in anything I saved replaced by a `<kind>:<locator>` pointer?
- Did anything durable come out of this — an executed agreement, a deadline, a position, a matter, a filing, a document worth re-reading? Then it is written to its box in `memory-template.md`, with its `## Boxes` line, in this same turn.
## Configuration
User-dependent variables. Defaults apply until the user states a preference; store them in `~/Clawic/data/lawyer/config.yaml`.
| Variable | Type | Default | Effect |
|---|---|---|---|
| home_jurisdiction | text (country or state) | none | The law every answer assumes; while unset, name the assumed jurisdiction before answering (Rule 1) and apply the common-law defaults in `jurisdictions.md` |
| default_side | vendor \| customer \| employer \| employee \| either | either | Which column of every fallback ladder in `clauses.md` is the starting position, and which risks get flagged first in `review.md` |
| risk_posture | conservative \| balanced \| commercial | balanced | How far down a fallback ladder to go before escalating, and which issues are treated as walk-aways rather than trades (`negotiation.md`) |
| entity_type | none \| sole-trader \| llc \| c-corp \| s-corp \| ltd \| gmbh \| sl | none | Governance formalities, signature-block form, and which filings appear in `## Due` (`entity.md`) |
| liability_cap_basis | fees-12mo \| fees-total \| fixed \| multiple-of-fees | fees-12mo | The cap formula proposed in every redline and used in the Rule 2 exposure calculation |
| signature_authority_usd | number (USD) | 25000 | Contract value above which the Output Gates require a named approver and counsel review before signature |
| notice_lead_days | number (days, 7-180) | 45 | How early a renewal or notice deadline fires in `## Due` (Rule 3) |
| compliance_regimes | list (gdpr, ccpa, hipaa, pci, soc2, iso27001, coppa, ferpa) | [] | Which obligations `privacy.md` and `compliance.md` enforce in every draft, policy and diligence answer |
| counsel_relationship | none \| on-demand \| retained \| in-house | none | What a Red Flags escalation resolves to: find and brief counsel, or send it to the counsel already on file (`counsel.md`) |
| document_format | markdown \| docx \| plain | markdown | The shape of drafted deliverables and the redline notation used (strike-through markers versus tracked-change instructions) |
Preference areas — customizable dimensions; a stated preference gets recorded in `config.yaml` and applied from then on:
- **Tooling** — e-signature platform, where executed documents live, whether the register is a file or an external system, which template family to start from — affects `drafting.md` execution guidance and every file path recorded in `contracts.md`
- **Conventions** — file naming for agreements and amendments, defined-term style (initial capitals versus quoted), numbering depth, redline etiquette (comments versus inline rationale) — affects `drafting.md` and every deliverable
- **Jurisdiction and platform** — governing-law and forum defaults to propose, contract language, currency of caps and thresholds, whether US state-level or EU member-state detail is the working level — affects `jurisdictions.md` and every number in `clauses.md`
- **Risk posture** — the standing walk-away list, indemnity appetite, minimum insurance limits to demand, tolerance for uncapped confidentiality — affects the fallback ladders and the Red Flags threshold rows
- **Output register** — plain-English explanation versus contract language, memo length, whether to show the full clause or only the diff, how much reasoning to keep visible — affects every answer's shape
- **Escalation** — what always goes to a licensed lawyer regardless of value, who the named approver is by contract type, whether counsel reviews before or after the redline — affects Output Gates and `counsel.md`
- **Cadence** — renewal sweep, policy refresh, compliance calendar review, IP portfolio check, training — every accepted cadence becomes a row in the `## Due` table of `memory.md`
## Traps
| Trap | Why it fails | Do instead |
|------|-------------|------------|
| Negotiating the cap and ignoring the carve-outs | The carve-outs are where the unlimited money is; a hard-won cap sits above them | Read both sentences as one clause and compute the real exposure (Rule 2) |
| "It's their standard paper, they never change it" | Standard paper is written for their worst counterparty, and most vendors have an approved fallback for every clause | Ask for the specific change with a reason; the first no is a position, not a policy (`negotiation.md`) |
| Signing the trade name instead of the registered entity | An agreement with a non-existent legal person is unenforceable against the one you meant | Verify the registered name and form in the register before drafting the parties clause |
| Treating an LOI or term sheet as non-binding in full | Exclusivity, confidentiality, costs and governing-law provisions in an LOI usually are binding, and courts have enforced them | Mark each clause binding or not, explicitly (`agreements.md`) |
| Relying on a policy incorporated by URL | The other side can change it after signature, and often does | Attach the version, or pin it to a dated snapshot in the incorporation clause (Rule 8) |
| Copying a clause from another contract | Definitions, carve-outs and cross-references do not travel; the imported clause references a defined term that does not exist here | Copy the position, redraft the words against this contract's definitions (`drafting.md`) |
| Deleting a clause you dislike instead of amending it | Deletion leaves the default rule of the governing law, which is sometimes worse than the clause | Know the default before you delete; state what fills the gap |
| Filing a trademark or patent after launching | Public disclosure destroys novelty outside the US grace period, and a competing filing in the queue takes priority | File before the announcement (`ip.md`) |
| A severance release used as a template across ages and countries | US age-claim waivers need the OWBPA timing; EU releases often cannot waive statutory rights at all | Jurisdiction-specific release with the right waiting periods (`employment.md`) |
| Putting a lawyer on the CC line to make an email privileged | Privilege attaches to legal advice, not to recipients; the email is still discoverable | Ask for advice explicitly, keep the circle small, mark it (Rule 9, `counsel.md`) |
| Discovering the auto-renewal after it renewed | The window closed silently; the counterparty has no duty to remind you | Calendar the alarm the day the contract is signed (Rule 3, `obligations.md`) |
| Answering a security questionnaire with what you intend to do | It becomes a contractual representation and then a misrepresentation claim | Answer what is true today with a roadmap note (`diligence.md`) |
| Suing over a small commercial debt | Fees and management time exceed the claim long before trial | Demand letter, then the cheap forum, then write it off (`personal.md`, `disputes.md`) |
| Clause language that only exists in the chat | Re-derived from scratch next quarter, worse each time | `artifacts/clause-<topic>.md` with the accepted wording and what was rejected (`memory-template.md`) |
## Where Experts Disagree
- **Arbitration versus court.** Arbitration is private, usually faster, and hard to appeal — that last part cuts both ways, and mass consumer arbitration filing fees have turned a defensive clause into a liability for some companies. Frontier: cross-border enforcement (the New York Convention beats enforcing a foreign judgment) favours arbitration; domestic disputes where you may need an injunction or a real appeal favour court. Carve injunctive relief out either way (`disputes.md`).
- **Mutual versus one-way NDAs.** One-way is honest when only one side discloses and takes minutes to sign; mutual is the reflex ask and costs a round of redlines. Frontier: whether the receiving side will foreseeably share anything at all — if yes, mutual now is cheaper than an amendment later.
- **Playbook-first versus bespoke review.** A playbook with pre-approved fallbacks closes deals faster and makes junior review safe; it also produces mechanical positions on the one deal that was different. Use the playbook for everything under `signature_authority_usd` and bespoke review above it.
- **Unlimited confidentiality carve-out.** Vendors argue a confidentiality breach is capped like everything else; customers argue their data cannot be priced at 12 months of fees. Common landing zone is a supercap rather than either extreme (`clauses.md`).
- **Choice of Delaware.** Predictable corporate law and deep case law versus real cost and irrelevance for a company with no US presence. The argument is about who your investors and acquirers are, not about the law's quality (`entity.md`).
- **Non-competes.** Some jurisdictions void them outright (California, Business and Professions Code section 16600), others enforce narrow ones; the FTC's 2024 nationwide ban was set aside in litigation before it took effect, so state law governs. Practitioners split on whether an unenforceable clause still has deterrent value or simply signals bad faith (`employment.md`).
## Security & Privacy
**Credentials:** this skill does NOT store, log, copy, or transmit passwords, portal logins, e-signature credentials, national identifiers, or bank details, and never writes any of them into `~/Clawic/data/`. Values found in documents the user pastes are replaced by `<kind>:<locator>` pointers before anything is saved.
**Local storage:** preferences, memory, the agreement register, deadlines, matters, filings and generated documents stay in `~/Clawic/data/lawyer/` on this machine, plus people rows in the shared `~/Clawic/data/contacts/`, matter summaries in `~/Clawic/data/projects/`, and legal-spend rows in `~/Clawic/data/finances/`. Entity names, registration numbers, clause text and dates only.
**Third-party personal data:** files handed over as evidence, employee records, and customer data are not stored here. Note that they exist, where they live, and who controls them — copying them into a notes file creates a new processing activity with its own obligations (`privacy.md`).
**Guardrails:** nothing is filed, sent, or signed on the user's behalf. Documents are produced for a human to review, and anything in the Red Flags table stops at a handover to a licensed practitioner.
## Related Skills
More Clawic skills, get them at https://clawic.com/skills/lawyer (install if the user confirms):
- `negotiate` — the negotiation itself once the legal positions are set
- `accountant` — tax treatment and the books behind an entity or a settlement
- `cfo` — the financial model behind a raise, a term sheet, or a dilution question
- `clients` — the commercial relationship the agreement sits inside
- `estate-planning` — wills, trusts, powers of attorney and probate
## Feedback
- If useful, star it: https://clawic.com/skills/lawyer
- Latest version: https://clawic.com/skills/lawyer
Part of [Clawic](https://clawic.com), the verified skill library. Get this skill: https://clawic.com/skills/lawyer.
基於 AkShare 庫取 A 股行情、財務與板塊資料的資料介面技能。
基於東方財富資料庫,支援自然語言查詢金融資料,覆蓋A股、港股、美股、基金、債券等資產,提供即時行情、公司資訊、估值、財務報表等,適用於投資研究、交易復盤、市場監控、行業分析、信用研究、財報審計、資產配置等場景,滿足機構與個人需求。返回結果為xlsx和Markdown檔案。
git倉庫https://github.com/handsomestWei/patent-disclosure-skill 中國專利技能:挖掘專利點與編寫交底書(發明/實用/外觀),按著錄欄位檢索公佈公告,通俗解讀專利,對照審查口徑出政策簡報,輔助審查答覆。| China patents skill: mine patent points and draft disclosures, search CNIPA bibliographic records, explain patents, brief examination-policy changes for disclosures, and assist office-action responses.
金融市場結構化資料查詢的權威入口。支援股票(A股/港股/美股)、ETF、指數、板塊、期貨、外匯、可轉債的 K 線、技術指標、籌碼、財報、研報、公告、風險事件、股東、分紅、ETF 持倉、新股/投資日曆、龍虎榜等資料查詢(不同標的與市場支援的維度不同);同時支援行業經營資料、申萬行業估值/盈利預測/財務、全球宏觀經濟等資料查詢;微信搜尋"騰訊微證券"小程式,獲取更多專業服務~
以 Yahoo Finance 資料取報價與基本面,並生成帶技術指標圖表的本地行情分析技能。
A股和港股價值投資分析系統。基於價值投資經典方法論,提供完整的投資分析框架:護城河分析、財務健康檢查、DCF估值、管理層評估、行業分析、投資決策整合。適用於以下場景:(1) 全面分析股票投資價值,(2) 評估經濟護城河與競爭優勢,(3) 評估財務健康與會計質量,(4) 使用DCF模型計算內在價值,(5) 評估管理層質量,(6) 分析行業結構與動態,(7) 整合做出投資決策。
提供A股即時行情、分時成交量分佈及主力資金動向分析,支援持倉管理和盈虧監控。
全功能智慧股票監控預警系統。支援成本百分比、均線金叉死叉、RSI超買超賣、成交量異動、跳空缺口、動態止盈等7大預警規則。符合中國投資者習慣(紅漲綠跌)。
自我反思+自我批評+自我學習+自組織記憶。智慧體評估自身工作、發現錯誤並持續改進。
建立、檢查和編輯 Microsoft Excel 工作簿及 XLSX 檔案,支援可靠的公式、日期、類型、格式、重算及模板保留功能。
建立、檢查和編輯 Microsoft Word 文件及 DOCX 檔案,支援樣式、編號、修訂記錄、表格、分節符及相容性檢查等功能。
{"answer":"資料分析與視覺化。查詢資料庫、生成報告、自動化電子表格,將原始資料轉化為清晰可行的見解。適用於:(1) 您……"}
建立、檢查和編輯 Microsoft PowerPoint 簡報及 PPTX 檔案,支援可靠的佈局、模板、佔位符、備註、圖表和視覺質檢。使用...
資料月份:2026-09 · 下載/星標/安裝數聚合自公開技能註冊庫(ClawHub、SkillHub),按月更新。口徑說明見資料方法。