Update to Rohas Legal AI: IP

{
  "name": "licensing-agreement-reviewer",
  "description": "Review and draft intellectual-property licences for scope, exclusivity, territory, economics, quality control, improvements, enforcement, risk, and termination. Use for patent, trademark, copyright, software, data, design, content, technology, know-how, franchise, or mixed-IP agreements.",
  "included_files": [
    {
      "relative_path": "agents/openai.yaml",
      "size_in_bytes": 324
    }
  ],
  "skill_md_contents": "---\nname: licensing-agreement-reviewer\ndescription: >-\n  Review and draft intellectual-property licences for scope, exclusivity,\n  territory, economics, quality control, improvements, enforcement, risk, and\n  termination. Use for patent, trademark, copyright, software, data, design,\n  content, technology, know-how, franchise, or mixed-IP agreements.\n---\n\n# Licensing Agreement Reviewer\n\nTranslate the commercial deal into an auditable permission set. Keep licensed\nrights, retained rights, restrictions, deliverables, and dependencies explicit.\n\n## Intake\n\nObtain the parties and affiliates, jurisdiction, IP schedules and title records,\nproducts, field, territory, channels, exclusivity, sublicensing, term, economics,\ntechnology transfer, standards or regulatory constraints, third-party material,\nopen-source components, data, improvements, enforcement, and exit objectives.\n\n## Review method\n\n1. Verify ownership, authority, right status, existing grants, encumbrances, and\n   whether registration, consent, or recordal is required.\n2. Define the licensed asset, version, claims, marks, works, designs, know-how,\n   documentation, data, updates, and tangible deliverables.\n3. Map permitted acts by right, product, field, territory, channel, customer,\n   affiliate, contractor, and sublicensee. State all reserved rights.\n4. Test sole, exclusive, and non-exclusive language against carve-outs, retained\n   use, competing licences, minimum performance, milestones, and conversion rights.\n5. Review fees, royalties, bases, deductions, bundles, transfer pricing, currency,\n   tax, withholding, reports, records, audit, underpayment, interest, and forecasts.\n6. For trademarks, require suitable quality standards, approvals, inspection,\n   brand rules, goodwill attribution, use evidence, and post-termination transition.\n7. Allocate prosecution, maintenance, infringement notices, control of actions,\n   settlements, recoveries, defence, and cooperation.\n8. Allocate improvements, derivatives, feedback, data, models, inventions,\n   authorship, source code, escrow, interoperability, and open-source compliance.\n9. Test confidentiality, trade-secret controls, cybersecurity, privacy, export,\n   sanctions, competition, product, advertising, and regulatory obligations.\n10. Review warranties, disclaimers, indemnities, caps, insurance, injunctive\n    relief, assignment, change of control, termination, survival, sell-off,\n    deletion or return, continued support, and stranded-user risk.\n11. Produce fallback language tied to each party's priorities.\n\n## Output\n\nProvide an executive risk summary, permission-and-restriction matrix, issue list,\nclause comments, proposed language, economics checklist, and termination map.\n\n## Guardrails\n\nDo not treat access as a licence, silence as permission, or ownership as freedom\nto operate. Do not overlook non-waivable royalties, moral rights, competition\nlimits, open-source obligations, privacy, or export controls. Verify formalities\nand recordal requirements under current law in each relevant jurisdiction.\n"
}