Open, attorney-grade resources for US commercial practice: negotiation playbooks, ready-to-use prompts, reference datasets, and developer tools. Free to use with attribution.

These are Vaquill's own authored resources, the same ones that power Vaquill. Nothing here is customer data.

Disclaimer. General US-commercial reference, not legal advice. Verify anything jurisdiction-specific with counsel. See DISCLAIMER.md.

Ready-to-use prompts for working with a legal AI assistant, the same starter prompts that ship inside Vaquill. See prompts/.

• Composer prompts - fully written, ready-to-run prompts by task (triage, review, drafting, negotiation, research, compliance, corporate, disputes).
• Research templates - fill-in-the-blank templates with placeholders for research and analysis questions.

A vetted question bank for contract review and due diligence: 8 deal types, 145 questions, each tagged with an answer type. See contract-diligence-questions/.

79 US legal doctrines mapped to their foundational cases, with citations and holding summaries, grouped by substantive area. See doctrines/.

A cited 50-state (plus DC) reference database of residential landlord-tenant rules: deposit caps and return windows, notice-to-quit periods, entry notice, late fees, retaliation, and more. See landlord-tenant/. General reference only; verify against the current statute.

46 balanced, professionally drafted exemplar clauses across 24 clause types, with applicable authorities and tags. See clause-library/.

Small, dependency-free utilities and datasets: US citation regexes, a CourtListener query normalizer, a state-to-court-ID dataset, and US legal taxonomies. See us-legal-toolkit/.

• AI / Gen-AI Addendum - Customer side (Customer side) - You're buying AI / gen-AI features on top of a SaaS or services deal. Secures output ownership, a strict no-training default, an output-infringement indemnit...
• AI / Gen-AI Addendum - Vendor side (Vendor side) - You're providing AI / gen-AI features. Assigns Output to the customer while retaining your models, defaults to no-training on identifiable data (with de-iden...
• Consulting / Professional Services - Client side (Customer side) - You're hiring a consultant or professional services firm. Strong work-product IP transfer, milestone-tied payments, service warranties with named-personnel c...
• Consulting / Professional Services - Provider side (Vendor side) - You're the consultant or professional-services firm being engaged. Retains pre-existing tools and methodologies, assigns deliverables only on full payment, c...
• License Agreement - Licensee side (Licensee side) - You're licensing software, data, or IP from a vendor. Locks down scope of use, audit limitations, IP indemnification, and fair use after termination.
• License Agreement - Licensor side (Licensor side) - You're licensing your software, data, or IP to a customer. Keeps the grant narrow, reserves all rights not expressly granted, preserves audit / true-up right...
• M&A Acquisition - Buyer side (Customer side) - You're acquiring a private company (stock, asset, or merger). Comprehensive reps with real survival, a robust indemnity backed by escrow / holdback, pro-sand...
• M&A Acquisition - Seller side (Vendor side) - You're selling a private company (or its assets). Qualifies reps and shortens survival, caps indemnity to the escrow / R&W retention, makes indemnification t...
• MSA - Customer side (Customer side) - Master Services Agreement framework you sign once with a vendor and order against via SOWs. Customer-side: tighter warranties, IP-favorable on deliverables,...
• MSA - Vendor side (Vendor side) - Vendor-side MSA template. Tight liability cap, IP retained, payment discipline, and reasonable termination protections.
• Professional Services (PSA + SOW) - Client side (Customer side) - Master services agreement you sign once and order against via SOWs. Client-side: own deliverables as created, a real acceptance / rejection right, and an SOW...
• Professional Services (PSA + SOW) - Provider side (Vendor side) - Provider-side master services agreement. Assigns deliverables on payment, keeps a deemed-acceptance mechanic, retains tools and methodologies, and caps liabi...
• Reseller / Channel - Reseller side (Other side) - You're the reseller, distributor, or channel partner. Secures workable margins and price protection, a real supplier IP / product indemnity, deal-registratio...
• Reseller / Channel - Supplier side (Vendor side) - You're the vendor appointing a reseller or channel partner. Keeps the brand license narrow and revocable, sets pricing floors, flows your EULA through to end...
• SaaS - Customer side (Customer side) - You're buying SaaS from a vendor. Tightens liability cap protections, secures IP and data-breach indemnities, locks down auto-renewal and data-portability ri...
• SaaS - Vendor side (Vendor side) - You're selling SaaS. Caps liability proportionally, scopes indemnification to IP infringement, secures payment discipline, and protects feedback / usage data...
• Service Level Agreement (SLA) - Customer side (Customer side) - You're the customer negotiating uptime and support commitments. Pushes a meaningful uptime target, narrow exclusions, real service credits, and a right to wa...
• Service Level Agreement (SLA) - Vendor side (Vendor side) - You're the vendor committing to uptime. Keeps the target achievable, the exclusions realistic, credits as the sole financial remedy, and downtime liability b...

• DPA - Controller side (Customer side) - You're the data controller pushing personal data to a vendor (processor). Locks down breach SLAs, sub-processor approval, audit, deletion, and cross-border t...
• DPA - Processor side (Vendor side) - You're the SaaS / service vendor processing customer data. Anchors realistic breach SLAs, sub-processor notice patterns, and limits liability outside vendor...
• HIPAA BAA - Business Associate side (Vendor side) - You're the vendor / business associate handling PHI. Commits to the mandatory BAA obligations while keeping breach windows operationally workable, capping li...
• HIPAA BAA - Covered Entity side (Customer side) - You're the covered entity (or upstream business associate) sharing PHI with a vendor. Locks the BA to permitted uses, tight breach notice, subcontractor flow...

• Mutual NDA (Other side) - Two-way confidentiality for evaluation discussions, due diligence, or pre-contract collaboration. Balanced obligations on both sides; sensible carve-outs for...
• One-way NDA - Receiving party (Other side) - You're being asked to sign an NDA receiving the other side's confidential information (e.g. you're a consultant under a client's NDA, or you're evaluating a...

• Employment - Employee side (Other side) - You're the employee or candidate reviewing an offer or employment agreement. Narrows IP assignment to work within scope, rejects non-competes where they are...
• Employment - Employer side (Employer side) - Standard offer-letter / employment-contract positions for the employer. Reasonable confidentiality + IP assignment, jurisdiction-aware non-compete handling,...

• IP Assignment - Assignee side (Other side) - You're receiving IP from a contractor, founder, or acquired company. Locks down full assignment of work product, trailing IP delivery, moral-rights waiver wh...
• IP Assignment - Assignor side (Other side) - You're the party assigning IP (a contractor, founder, or seller). Assigns only the specifically identified work, retains background IP with a license-back, w...

28 playbooks. Regenerate with python -m scripts.export_playbooks_md (Vaquill monorepo).

Licensed under CC BY 4.0. Use freely, including commercially, with attribution to Vaquill.