--- name: master-agreement-generator description: Generate review drafts of counterparty master agreements from one template plus a JSON spec, with role-selected clauses and a Schedule A workflow limited to the executed agreement's notice authority. Use when you need reproducible drafting and separately reviewed execution preparation. --- # Master Agreement Generator One master template, one small spec per counterparty, one draft build step. The generator always labels output **DRAFT**, including documents generated from a completed template. A successful conversion proves artifact generation, not legal completeness, authority to contract, or readiness to send or sign. An executed agreement may permit designated opportunities to be added by notice; that authority must be established before using the Schedule A workflow. ## When to Use - You issue a framework agreement (NDA, referral or sourcing fee, non-circumvention, master services) to many counterparties with the same terms and a few party-specific fields. - Deals are added over time and re-papering each one is the bottleneck. - Documents must be reproducible from tracked source, diffable, and free of hand edits. - Signature fields are placed by automation and need a stable page layout. ## How It Works ### Template A single markdown template with `{{PLACEHOLDER}}` fields. Every party-specific value is a placeholder; everything else is fixed text. A skeleton lives at [references/master-template.example.md](references/master-template.example.md). Replace its generic sentences with your counsel-approved clauses. Placeholders the reference script fills: | Placeholder | Source | | --- | --- | | `{{DATE}}` | `spec.date`, default today | | `{{CP_SHORT}}` | `spec.short` | | `{{CP_LEGAL}}`, `{{CP_JURIS}}`, `{{CP_ADDR}}` | spec fields, or a blank line when the counterparty completes them at signing | | `{{ROLE_CLAUSE}}`, `{{FEE_TITLE}}`, `{{FEE_CLAUSE}}` | selected by `spec.role` from the role table | | `{{SCHEDULE_ROWS}}` | `spec.schedule`, or one "no entries at signing" row | | `{{SUPPLEMENT_CLAUSE}}` | `spec.supplement`, rendered with a trailing separator or empty | | `{{CP_SIGBLOCK}}`, `{{CP_SIGNER}}`, `{{CP_TITLE}}`, `{{CP_EMAIL}}` | signature block fields, blanks when unknown | ### Spec One JSON file per counterparty: ```json { "file": "AcmeSupplier", "short": "Acme", "role": "supplier", "legal": "Acme Compute Ltd", "juris": "England and Wales company", "addr": "1 Example Street, London", "signer": "A. Person", "title": "Director", "email": "signer@example.com", "schedule": [["1", "2026-09-01", "Lot A (16 nodes)", "introducer", "12 months", "standard"]], "supplement": "the Data Processing Addendum dated 2026-09-01" } ``` Only `file`, `short`, and `role` are required for a draft. Missing signature fields render as blank lines for review and completion. See [references/spec.example.json](references/spec.example.json). `file` must be a nonempty portable filename, such as `AcmeSupplier` or `Acme Supplier`, without directory components. The builder rejects either path separator, drive/UNC syntax, control characters, Windows-reserved punctuation or device names, and trailing dots or spaces. Invalid names are rejected without sanitizing or renaming them, before creating output or invoking pandoc. Omit `schedule` or use `[]` for the “no entries at signing” placeholder. A supplied schedule must otherwise be a dense array of six-cell arrays, in this order: number, date, protected counterparty or lot, role, terms, fee. Each cell must be a valid Unicode string or finite number; empty strings are allowed for intentional blanks. Nulls, booleans, objects, nested cell arrays, missing cells and non-finite numbers are rejected with a row/cell index before any artifact write or pandoc activity. Unpaired UTF-16 surrogates are also rejected rather than replaced during UTF-8 output; valid supplementary characters, such as emoji, remain supported. Cells are plain text, not Markdown or HTML. The builder encodes syntax characters so literal pipes, backslashes, backticks and markup stay in their original fields. Each CRLF, bare CR or LF becomes a space; text around line breaks is retained. Other whitespace and literal punctuation are preserved in the rendered cells. The source spec is not modified. An ordinary valid schedule retains its six columns; malformed input is never silently replaced with an empty schedule. ### Role table `spec.role` selects three strings: the standing-arrangement clause, the fee section title, and the fee clause opener. | Role | Who pays | Shape of the clause | | --- | --- | --- | | buyer | The counterparty pays on transactions with introduced parties | Counterparty appoints us on a non-exclusive basis to source and introduce | | supplier | The counterparty pays on transactions with introduced parties; where we buy as principal we contract on the schedule terms | Counterparty offers capacity to us and to buyers we introduce | | mutual | Whoever closes with the other's introduction pays | Each party may introduce; the closing party pays | Unknown roles are rejected at build time. ### Build Use operator-reviewed templates and specs only. Ordinary template substitutions outside Schedule A are markup-capable, not a sanitizer for untrusted documents. Pandoc can read referenced local or remote resources; this generator does not sandbox the converter's filesystem or network access. Review those references and run conversion in your own appropriately restricted environment. The focused tests use a synthetic converter and do not certify real DOCX layout or isolation. ```sh node skills/master-agreement-generator/scripts/build-agreement.js \ skills/master-agreement-generator/references/master-template.example.md \ specs/AcmeSupplier.json \ out/ ``` The script fills placeholders, renders the schedule table, and writes `out/ MASTER.md` with a mandatory DRAFT notice. By default (or with `--require-docx`) it requires installed pandoc to produce a nonempty regular `.docx` artifact. Missing pandoc, failed conversion or missing/empty output returns exit code 1. Each pandoc probe or conversion is bounded to ten seconds. Unknown, duplicate or conflicting flags return exit code 2. Use `--markdown-only` explicitly for a successful Markdown-only draft. This mode never probes or invokes pandoc, returns `docxSkipped: true` from the library, and provides no DOCX for an e-sign workflow. Library callers must pass `{ markdownOnly: true }`; `{ pandoc: false }` alone now fails the DOCX requirement. The result always reports `documentStatus: 'draft'`. Existing generated DOCX is removed when rebuilding its Markdown, and failed conversion leaves no partial DOCX, so an earlier artifact cannot masquerade as the current output. Keep both generated files out of version control; the template and specs are source. There is no execution-copy mode. The example deliberately contains unresolved bracketed drafting directives; filling `{{PLACEHOLDER}}` tokens does not complete those legal provisions. Before preparing an execution document, obtain separate review of the completed clauses, party details, authorized signer, commercial terms and exact document version. Preserve the draft and the reviewed execution copy as distinct records. Even a successful DOCX conversion does not authorize an upload, send or signature. See the esign-field-placement approval workflow. Both output destinations must be direct children of the resolved output directory. An existing symlink at either destination, including a dangling link, is rejected before either artifact is written, even when DOCX conversion is disabled. Ordinary regular files can be rebuilt. Use an output directory you control; these checks do not provide isolation against concurrent hostile filesystem changes. Returned artifact paths are absolute. ### Signature page geometry The template ends the body with an OpenXML page break so the signature block requests a fresh page in a compatible DOCX renderer: ````markdown ```{=openxml} ``` ```` The signature page structure (our block, then the counterparty block, each with By, Name, Title, Email, Date) is consistent, but pagination can change with text, fonts, renderer or format. Inspect the actual reviewed document and its page geometry before placing fields; see the esign-field-placement skill. ### Schedule A append workflow Use the executed agreement's actual authority and notice requirements: 1. Review opportunity economics and negotiation strategy in an **internal** negotiation/approval channel. Obtain commitment approval before sending contractual content. A shared counterparty channel is not an internal channel. 2. Confirm that the proposed entry, role, terms, fee and effective date fall within the agreement's express Schedule A notice authority. Changes to standing terms, or variations outside that authority, require the applicable amendment procedure; a notice cannot create its own exception. 3. Draft an approved, counterparty-specific dated notice for the recipient and notice channel authorized by the executed agreement. Include useful business content: the protected counterparty or lot, authorized role, commercial terms and applicable fee. Exclude internal margins, negotiation strategy, other parties' economics, system traces, raw errors and internal filing notices. 4. File the exact notice for operator approval before sending; see operator-approval-loop. Preserve silence in the counterparty channel while approval or participation authority is absent. Approval is distinct from evidence that an authorized sender actually delivered the notice. 5. Record the authorized delivery evidence, effective date and any objection under the executed agreement's actual requirements. Example periods are not defaults. Keep the executed document immutable; update the tracked schedule record and rebuild a **draft consolidated view** for internal review, with a reference to the executed version and approved notice. This rebuild does not replace the signed agreement or prove legal effect. ## Examples ### Notice text Illustrative draft only: use these terms and dates solely when the executed agreement authorizes them and the operator approves this exact recipient notice. ```text Schedule A notice, 2026-09-02 Agreement: Master Agreement dated 2026-08-14 between Us and Acme Entry 2: Lot B, 8 nodes, region EU-West Role: introducer Terms: 6 month term, start no later than 2026-10-01 Fee: standard This entry takes effect today unless you object within ten business days with dated written evidence of a prior relationship with the counterparty. ``` ### Adding the entry to the spec ```json "schedule": [ ["1", "2026-08-20", "Lot A (16 nodes)", "introducer", "12 months", "standard"], ["2", "2026-09-02", "Lot B (8 nodes, EU-West)", "introducer", "6 months", "standard"] ] ``` Rebuild, diff the draft Markdown, and attach the consolidated draft to the internal record alongside the unchanged executed document and notice evidence. ### Counterparty fills its own details at signing For drafting, omit `legal`, `juris`, `addr`, `signer`, `title`, `email` from the spec to render blank lines. A separately reviewed execution workflow must decide which details may be completed by the counterparty and verify the actual fields; the generator does not create or approve an e-sign envelope.