--- name: vendor-agreement-review description: > Reference: review of an inbound vendor agreement against the team playbook in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. Flags deviations, assesses risk, generates specific redline language, and routes to the right approver. Loaded by /commercial-legal:review when a vendor MSA, services agreement, or similar is detected. user-invocable: false --- # Vendor Agreement Review ## Matter context **Matter context.** Check `## Matter workspaces` in the practice-level CLAUDE.md. If `Enabled` is `✗` (the default for in-house users), skip the rest of this paragraph — skills use practice-level context and the matter machinery is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run `/commercial-legal:matter-workspace switch ` or say `practice-level`." Load the active matter's `matter.md` for matter-specific context and overrides. Write outputs to the matter folder at `~/.claude/plugins/config/claude-for-legal/commercial-legal/matters//`. Never read another matter's files unless `Cross-matter context` is `on`. --- ## Destination check Before producing output, check where it's going. If the user has named a destination (a channel, a distribution list, a counterparty, "everyone"), ask whether it's inside the privilege circle. Public channels, company-wide lists, counterparty/opposing counsel, vendors, and clients (for work product) waive the protection. When the destination looks outside the circle, flag it and offer (a) the privileged version for legal only, (b) a sanitized version for the broader channel, or (c) both — don't silently apply a privileged header and then help paste it somewhere the header won't protect it. See the canonical `## Shared guardrails → Destination check` in this plugin's CLAUDE.md. ## Purpose Read a vendor agreement against the playbook this team actually uses (in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`), find every term that deviates, and tell the lawyer what to do about each one — with specific redline language, not vague "consider revising." The output is a review memo the lawyer can act on in one pass. Every issue has a severity, a business-impact explanation, a proposed fix, and an escalation call if one is needed. ## Precondition: load the playbook **Before reading the contract, read `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`.** If it's missing or still has placeholders, surface this bounce: > I notice you haven't configured your practice profile yet — that's how I tailor playbook positions, escalation, and house style to your practice. > > **Two choices:** > - Run `/commercial-legal:cold-start-interview` (2 minutes) to configure your profile, then I'll review tailored to YOUR playbook. > - Say **"provisional"** and I'll review against generic defaults — US jurisdiction, middle risk appetite, lawyer role, no playbook (flag all common vendor-contract risks from first principles) — and tag every output `[PROVISIONAL — configure your profile for tailored output]` so you can see what I do before committing. ### Provisional mode If the user says "provisional," run the review normally using these generic defaults: middle risk appetite, lawyer role, US jurisdiction, no playbook (flag the common vendor-side risks from first principles — unlimited liability, no data-breach carveout, uncapped indemnity, auto-renewal without notice, etc. — rather than matching to configured positions). Tag the reviewer note and every finding block with `[PROVISIONAL]`. At the end of the output, append: > "That was a generic run against default assumptions. Run `/commercial-legal:cold-start-interview` to get output calibrated to YOUR practice — your playbook, your jurisdiction, your risk appetite. 2 minutes." **Which side?** Before applying the playbook, determine which side the company is on for this contract. Usually obvious: if the counterparty is a vendor/supplier providing goods or services, you're purchasing-side. If the counterparty is a customer buying your product/service, you're sales-side. If it's not obvious (a reseller agreement, a partnership, a revenue share), ask: "Which side is [company] on for this agreement — vendor or customer?" Read the matching playbook section (`### Sales-side playbook` or `### Purchasing-side playbook`) from the config. Note which side in the output so the reviewer knows which playbook was applied. If the matching side is `[Not configured]`, stop and tell the user to run `/commercial-legal:cold-start-interview --side ` before this review can proceed. This skill is typically used for purchasing-side contracts (vendors supplying you), but the side check still applies — a "vendor agreement" could be your own template sent to a vendor as part of a reseller arrangement (sales-side). The playbook in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` is the source of truth. It tells you: - What this team's standard positions are (not market standard — *their* standard) - What fallbacks they've accepted before - What they never accept - Who approves what - The one deal-breaker to check first If the contract has the deal-breaker, flag it at the top of the memo and stop the detailed review. There's no point spending 30 minutes on liability caps if the agreement gives the vendor rights to use customer data for training. ## Workflow ### Step 1: Orient Read the whole agreement once, fast. Answer: | Question | Answer | |---|---| | What kind of agreement is this? | MSA / SaaS subscription / Professional services / License / Other | | Who are we? | Customer / Vendor (this plugin assumes customer — flag if not) | | Counterparty | Name, and are they a BigCo (won't negotiate) or a startup (will)? | | Dollar value | Annual / total contract value if stated | | Term | Length, renewal mechanics | | Is there a DPA? | Attached / referenced by URL / missing | | Is there an order form? | Separate doc or integrated | **Dollar-value handling.** If the main agreement does not state a dollar value (the MSA sets terms but the Order Form carries price, which is typical), **stop and ask** before running escalation math or applying dollar thresholds: > The MSA itself doesn't state an annual contract value. The Order Form carries the price. Your escalation threshold is $[X from the matrix]. Before I route this, I need the ACV. Options: > 1. Paste the Order Form value (preferred — I'll use it for routing and the memo). > 2. Tell me if this is above or below $[threshold] and I'll route accordingly; the memo will flag that the routing assumed [above/below threshold] without an ACV in hand. > 3. Route conservatively to the higher approver regardless — safer for a review you haven't priced. Do NOT silently assume a value and then use the assumed value to drive routing. The assumption propagates into the approval call, which is a place the review shouldn't be guessing. **DPA-by-reference handling.** If the main agreement incorporates a DPA "available at [URL]" or "as set forth at [URL]" or similar by reference, the DPA is part of the contract but is not in front of you. Note it explicitly in the Orient table and in the review memo: > This agreement incorporates a DPA by URL reference at `[URL]`. The DPA carries the real data terms — subprocessor rights, breach-notification timing, data-return mechanics, standard contractual clauses, audit rights. Without reading it, the data-protection analysis below is partial. Offer to route the DPA to `/privacy-legal:dpa-review` (if installed) for a separate review, or fetch and read it inline before completing Step 3's data-protection analysis. If the user is installed with `privacy-legal`, explicitly offer: > Want me to hand the DPA URL to `/privacy-legal:dpa-review` once you're ready? That skill is built for the DPA work and will catch subprocessor / SCC / breach-notification issues that this skill only flags at the gate. Do not silently proceed as if the DPA were absent when it is incorporated by reference. A missing DPA and an unread DPA are different gaps — label them differently. ### Step 2: Deal-breaker check Check the "one thing" from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` first. If present: ```markdown ## ⛔ DEAL-BREAKER PRESENT **Section [X.X]** contains [the deal-breaker]. Per the team playbook, this is a hard no. Recommend: - [ ] Push back — propose [specific alternative language] - [ ] Walk — if counterparty won't move, we don't sign Detailed review below is provided for completeness but is moot unless this is resolved. ``` ### Step 3: Term-by-term comparison For each playbook category in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, find the corresponding contract section and compare. **For each deviation, produce:** ```markdown ### [Section X.X]: [Issue name] **Playbook says:** [our standard position, quoted from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`] **Contract says:** > "[exact quote from the contract]" **Gap:** [Missing term | Weaker than standard | Weaker than fallback | Non-standard structure | Unacceptable] **Legal risk:** 🔴 Critical | 🟠 High | 🟡 Medium | 🟢 Low **Business friction:** 🔴 Blocks deals | 🟠 Slows deals | 🟡 Confuses customers | 🟢 Invisible **Why it matters:** [one or two sentences in plain English — what goes wrong for the business if this term stays as-is] **Proposed redline:** > "[the specific replacement language — ready to paste into a markup]" **If they won't move:** [the fallback from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, or "escalate to [person]" if no fallback exists] ``` **Severity calibration:** | Level | Means | |---|---| | 🔴 Critical | Don't sign without fixing. A term on the team's "never accept" list in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`, or a deal-breaker. | | 🟠 High | Strongly push; escalate if they won't move. A term outside the playbook's stated fallback range. | | 🟡 Medium | Push in first round; accept if it's the last open item. A term inside the fallback range but short of the standard position. | | 🟢 Low | Note it, don't spend capital. A term the playbook explicitly tolerates, or a purely stylistic deviation. | Severity is always applied *against `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`*. If a term doesn't map cleanly to a playbook position, ask the user which bucket it belongs in and offer to record the answer in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. #### Liability cap decision procedure **The cap amount is the least important part of the cap.** When reviewing the limitation-of-liability clause, do not produce a single "check liability cap against playbook" line item. Work through the four dimensions below and state each one explicitly in the finding: 1. **Direct vs. indirect/consequential damages.** Does the cap apply to ALL liability, or only direct damages? A 12-month cap on direct damages with uncapped consequential damages is a completely different position than a 12-month aggregate cap. State both treatments explicitly. 2. **The cap base — quote it verbatim.** "12-month cap" could mean: (a) fees paid in the 12 months preceding the claim, (b) fees payable in the current 12-month period, (c) fees over the last 12 months of usage, (d) fees under the current order form, (e) total fees ever paid. These can differ by an order of magnitude. Quote the exact language. If ambiguous, flag it: "Cap base is ambiguous — `[the quoted language]` — could mean [X] or [Y]. Confirm before signing." 3. **Cap-carveout interaction.** A $100K cap with uncapped indemnity for data breach, IP, and confidentiality is functionally uncapped for the claims that actually arise in SaaS disputes. Enumerate what sits ABOVE the cap (the carveouts), what sits BELOW (what's actually capped), and assess whether the capped surface is meaningful: "The cap covers [general contract breach]. Data breach, IP indemnity, and confidentiality are carved out and uncapped. For this vendor's risk profile, the capped surface is [meaningful / nominal]." 4. **Your playbook position per dimension.** The practice profile should have positions for: direct cap (multiple of fees), indirect damages (excluded / capped / uncapped), carveout list (what's acceptable above the cap), and cap base (which definition you'll accept). If the playbook has one "standard position" field, note: "Your playbook has a single cap position — consider splitting into direct/indirect/carveouts/base for more precise review." #### Jurisdiction delta check **The playbook applies one governing-law preference globally. Enforceability varies materially.** Check the contract's actual governing law against the top divergences before accepting playbook positions at face value: - **Non-solicits/non-competes:** Unenforceable in CA (Bus. & Prof. Code §16600). Restricted in many EU jurisdictions. Enforceable with limitations elsewhere. `[jurisdiction — verify]` - **Auto-renewal:** CA GBL §17600-17606, NY GBL §527-a, IL 815 ILCS 601 have specific consumer/B2B notice requirements. Other states vary. `[jurisdiction — verify]` - **Liability exclusions:** EU and UK unfair contract terms rules (UCTA 1977, Consumer Rights Act 2015) constrain consumer exclusions. Some US states limit exclusion of gross negligence or willful misconduct. `[jurisdiction — verify]` - **Indemnification:** Some states void indemnification for the indemnitee's own negligence. `[jurisdiction — verify]` - **Confidentiality term:** Some jurisdictions limit "perpetual" confidentiality to a reasonable period. `[jurisdiction — verify]` When the playbook position conflicts with the contract's governing-law enforceability, flag: "Your playbook prefers [X], but this contract is governed by [Y] law where [X] is [unenforceable / restricted / subject to statutory override]. `[jurisdiction — verify]`" ### Step 4: Favorable terms and gaps Two short lists: **Better than our standard:** Terms where the vendor gave us more than we'd ask for. Note these — they're trade bait if you need to give something up elsewhere. **Missing entirely:** Standard provisions that just aren't there. Most common: assignment restrictions, audit rights (if we want them), force majeure, insurance requirements. ### Step 5: Escalation routing Check the escalation matrix in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` against: - Contract dollar value - Presence of any 🔴 critical issues - Any automatic-escalation triggers (unlimited liability, IP assignment, etc.) State clearly who needs to approve this: ```markdown ## Approval routing Based on [dollar value / issue severity], this agreement requires: - [ ] **[Name/role]** approval — [reason] - [ ] **Business owner sign-off** on [specific commercial term they should weigh in on] **Recommended next step:** [Send redlines to counterparty | Escalate to GC before responding | Get business input on commercial term X before legal responds] ``` **Before proceeding to send redlines to the counterparty:** Read `## Who's using this` in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. If the Role is Non-lawyer: > Sending redlines is a legal act — the counterparty will treat every edit as our negotiating position. Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them: > > [Generate a 1-page summary: counterparty, agreement type, the specific redlines proposed, the playbook positions behind each, the fallbacks, and what to ask the attorney before the package leaves.] > > If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service. Do not proceed past this gate without an explicit yes. ## Redline granularity **Edit at the smallest possible granularity.** A redline is a negotiation artifact, not a rewrite. Wholesale clause replacement signals "we threw out your drafting" — it's aggressive, it forces the counterparty to re-read the whole clause, and it discards the parts of their drafting that were fine. Surgical redlines — strike a word, insert a phrase, restructure a subclause — signal "we have specific asks" and are faster to read, understand, and accept. Default to the smallest edit that achieves the playbook position: - Replace a **word** before a phrase. ("twelve (12)" → "twenty-four (24)") - Replace a **phrase** before a sentence. ("paid by the Buyer" → "paid and payable by the Buyer") - Restructure a **subclause** before replacing the sentence. (Add "(a)" and "(b)" to split a compound condition.) - Replace a **sentence** before replacing the clause. - Only replace a **whole clause** when the counterparty's version is so far from your position that surgical edits would be harder to read than a fresh draft — and when you do, say so in the transmittal: "We've replaced §8.2 rather than marking it up because the changes were extensive. Happy to walk you through the delta." When in doubt, smaller. A client who receives a surgical redline trusts that you read carefully. A client who receives a wholesale replacement wonders whether you read at all. ### Step 6: Assemble the memo Prepend the work-product header from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` `## Outputs` (it differs by user role — see `## Who's using this`). This memo and the underlying agreement may be privileged, confidential, or both. The output inherits that status from the source. Distribute only within the privilege circle; mark and store it where privileged materials live; strip the work-product header before any external delivery (e.g., counterparty redlines, stakeholder summaries). The playbook positions applied below reflect the jurisdiction recorded in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` → `Governing law and venue`. Legal rules and enforceability vary materially by jurisdiction. If this deal implicates a different governing law or a choice-of-law question, flag it in the memo — the analysis may not transfer as written. > **No silent supplement.** If a research query to the configured legal research tool returns few or no results for a rule the memo needs (enforceability of a limitation clause, indemnity scope, governing-law choice), report what was found and stop. Do NOT fill the gap from web search or model knowledge without asking. Say: "The search returned [N] results from [tool]. Coverage appears thin for [rule / jurisdiction]. Options: (1) broaden the search query, (2) try a different research tool, (3) search the web — results will be tagged `[web search — verify]` and should be checked against a primary source before relying, or (4) flag as unverified and stop. Which would you like?" A lawyer decides whether to accept lower-confidence sources. > > **Source attribution.** Where the memo cites a statute, regulation, or case, tag the citation: `[Westlaw]`, `[statute / regulator site]`, or the MCP tool name for citations retrieved from a legal research connector; `[web search — verify]` for web-search citations; `[model knowledge — verify]` for citations recalled from training data; `[user provided]` for citations from the counterparty draft or house files. Citations tagged `verify` carry higher fabrication risk and should be checked first. Never strip or collapse the tags. ```markdown [WORK-PRODUCT HEADER — per plugin config ## Outputs] # Vendor Agreement Review: [Counterparty] [Agreement Type] **Reviewed:** [date] **Contract value:** $[amount] / [term] **Our role:** Customer --- ## Bottom line [Two sentences. Can we sign this? What has to change first?] **Issues (legal risk):** [N]🔴 [N]🟠 [N]🟡 [N]🟢 **Issues (business friction):** [N]🔴 [N]🟠 [N]🟡 [N]🟢 **Approval needed from:** [name] --- ## Deal-breaker check [✅ Clear | ⛔ Present — see above] --- ## Issues by severity [All the deviation blocks from Step 3, grouped Critical → Low] --- ## Favorable terms [list] ## Missing provisions [list] --- ## Approval routing [from Step 5] --- ## Redline package [If requested: consolidated markup-ready language for all proposed changes] ``` ## Integration: [CLM] If a [CLM] MCP is connected, after the review: - Check if this counterparty already has agreements with us (may inform negotiating posture — "we already gave them 24-month cap on the last deal") - Pull the workflow template that matches this agreement type - Offer to create the [CLM] record with the review memo attached and approvers pre-routed ## Integration: DocuSign If DocuSign MCP is connected and the agreement is ready to sign (all greens or all issues accepted), offer to: - Generate the envelope - Route to signers in the right order per the escalation matrix Do **not** send anything for signature without explicit instruction. "Ready to sign" is the lawyer's call, not yours. **Before generating a signature envelope or routing for countersignature:** Read `## Who's using this` in `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md`. If the Role is Non-lawyer: > This step has legal consequences (signing binds the company to the whole agreement). Have you reviewed this with an attorney? If yes, proceed. If no, here's a brief to bring to them: > > [Generate a 1-page summary: counterparty, contract value, the issues found and how they resolved, any risk the lawyer accepted, and what to ask the attorney before envelope goes out.] > > If you need to find an attorney, solicitor, barrister, or other authorised legal professional: contact your professional regulator (state bar in the US, SRA/Bar Standards Board in England & Wales, Law Society in Scotland/NI/Ireland/Canada/Australia, or your jurisdiction's equivalent) for a referral service. Do not proceed past this gate without an explicit yes. ## Output formats **Full memo (default):** As above. Goes in the [CLM] record or the Drive folder from `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` house-style section. **Slack-sized summary:** Two lines and a link. For when someone asks "is this okay?" in a channel. ``` [Counterparty] [type] — NEEDS WORK. 1🔴 (uncapped liability §8.2), 2🟠. Full review: [link]. Needs [GC] approval. ``` **Redline doc:** If the user asks for it, output a .docx with tracked changes. Use the docx skill. Comments on each change cite the playbook position. ## Quality checks before delivering - [ ] `~/.claude/plugins/config/claude-for-legal/commercial-legal/CLAUDE.md` was loaded and quoted — not generic market positions - [ ] Deal-breaker checked first - [ ] Every issue has specific replacement language - [ ] Risk levels are calibrated (not everything is Critical) - [ ] Approver is named, not "escalate to legal" - [ ] Counterparty context considered (BigCo vs. startup — affects what's worth fighting over) ## Close with the next-steps decision tree End with the next-steps decision tree per CLAUDE.md `## Outputs`. Customize the options to what this skill just produced — the five default branches (draft the X, escalate, get more facts, watch and wait, something else) are a starting point, not a lock-in. The tree is the output; the lawyer picks. --- Attribution added by YourAIKit. It is not part of the upstream file. - Source: https://github.com/anthropics/claude-for-legal/tree/main/commercial-legal/skills/vendor-agreement-review - Credit: Anthropic, Claude for Legal (commercial-legal) - Upstream copy: anthropics/claude-for-legal at commit 4a6c651889c97cc9140580363c73e0eb17379c2b, commercial-legal/skills/vendor-agreement-review/SKILL.md - Copyright: held by the upstream authors credited above - License: Apache-2.0. Full text: https://youraikit.com/licenses/anthropics-claude-for-legal-root/LICENSE - The full upstream license text (LICENSE) follows. License (LICENSE): ```text Apache License Version 2.0, January 2004 http://www.apache.org/licenses/ TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION 1. Definitions. "License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document. "Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License. "Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. "You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License. "Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files. "Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types. "Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below). "Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof. "Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution." "Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work. 2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form. 3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed. 4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions: (a) You must give any other recipients of the Work or Derivative Works a copy of this License; and (b) You must cause any modified files to carry prominent notices stating that You changed the files; and (c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and (d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License. 5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions. 6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file. 7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License. 8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages. 9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability. END OF TERMS AND CONDITIONS APPENDIX: How to apply the Apache License to your work. To apply the Apache License to your work, attach the following boilerplate notice, with the fields enclosed by brackets "[]" replaced with your own identifying information. (Don't include the brackets!) The text should be enclosed in the appropriate comment syntax for the file format. We also recommend that a file or class name and description of purpose be included on the same "printed page" as the copyright notice for easier identification within third-party archives. Copyright [yyyy] [name of copyright owner] Licensed under the Apache License, Version 2.0 (the "License"); you may not use this file except in compliance with the License. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0 Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License. ```