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+---
+name: business-foundation
+description: Agent templates governing structural creation, operation, and equity of corporate entities.
+jurisdictions: [USA, Canada, EU]
+---
+
+# Business Foundation & Governance Templates
+
+These templates act as the "birth certificates" of a business entity. When drafting these for a user, cross-reference the jurisdiction metadata.
+
+## Official References
+- **USA:** [SBA - Choose a Business Structure](https://www.sba.gov/business-guide/launch-your-business/choose-business-structure)
+- **Canada:** [Corporations Canada](https://ised-isde.canada.ca/site/corporations-canada/en) | [CBCA](https://laws-lois.justice.gc.ca/eng/acts/c-44/)
+- **EU (Granular):** [N-Lex National Databases](https://n-lex.europa.eu/) | [EUR-Lex Company Law](https://eur-lex.europa.eu/)
+
+## Contract Types & Nuances
+
+| Contract Type | USA Context | Canada Context | EU Context |
+|---------------|-------------|----------------|------------|
+| **Operating Agreements (LLC)** | Essential document. Governs internal logic of LLCs. Highly variable by state (e.g., Delaware vs. California). | LLCs do not exist inherently in Canada; use Shareholder/Partnership agreements or ULCs depending on province. | "LLC" equivalents (e.g., GmbH in Germany, SARL in France, s.r.o. for Czech Republic) require highly formalized AoA/Statutes. |
+| **Shareholders’ Agreements** | Common in C-Corps and S-Corps. Governs equity boundaries, Board seating, and vesting. | Very common under CBCA/OBCA. Often explicitly addresses unanimous shareholder agreements (USA) stripping director powers. | Strictly governed by local corporate codes. Often intersects heavily with statutory pre-emption rights. |
+| **Partnership Agreements** | Standard for General (GP), Limited (LP), or Limited Liability Partnerships (LLP). | Similar to US. Governed by provincial Partnership Acts. | Variable. In some states, partnerships possess separate legal personality; in others, they do not. |
+| **Articles of Association (AoA)** | Generally termed "Articles of Incorporation" or "Certificate of Formation". Public facing but minimal. | Required foundational document for corporations. Standardized model articles often used. | The required, comprehensive public-facing "rulebook". Must heavily align with EU Company Law Directives and national commercial registers. |
+
+## Agent Instructions
+When an end-user requests a company formation document:
+1. Ask for the specific jurisdiction (State/Province/Country).
+2. For EU-specific requests (e.g., Czech Republic), use **N-Lex** to find the specific national Commercial Register rules.
+3. Extract the entity type (LLC, Corp, GmbH, s.r.o., etc.).
+4. Reference the metadata array above to structure the document.
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+---
+name: employment-workforce
+description: Agent templates governing hiring, independent contractors, restrictive covenants, and IP assignment.
+jurisdictions: [USA, Canada, EU]
+---
+
+# Employment & Workforce Templates
+
+These templates dictate the relationship between a business and its workforce. This domain exhibits the highest variance across global jurisdictions.
+
+## Official References
+- **USA:** [Department of Labor (DOL)](https://www.dol.gov/)
+- **Canada:** [Canada Labour Code & Standards](https://www.canada.ca/en/services/jobs/workplace/federal-labour-standards.html)
+- **EU (Granular):** [N-Lex Employment Laws](https://n-lex.europa.eu/) | [Working Time Directive](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex%3A32003L0088)
+
+## Contract Types & Nuances
+
+| Contract Type | USA Context | Canada Context | EU Context |
+|---------------|-------------|----------------|------------|
+| **Employment Agreements** | Focus strictly on "At-Will" employment status. | Focus on "Reasonable Notice" for termination (Common Law) or statutory minimums. | "At-Will" does not exist. Focus on "Statutory Notice Periods" (e.g., Zákoník práce in Czech Republic), fixed-term limits, and the Working Time Directive. |
+| **Independent Contractor Agreements** | Critical to avoid IRS/DOL misclassification. Must emphasize lack of control and independence. | Strict CRA rules on "Personal Services Businesses" vs True Contractors. | Misclassification is heavily penalized. Must avoid elements of subordination. In Czechia, "Švarcsystém" is strictly prohibited. |
+| **Non-Disclosure Agreements (NDA)** | Unilateral or Mutual. Can be perpetual for trade secrets. | similar to US, but careful detailing of what constitutes a trade secret is necessary. | Similar, but often more bound by local whistleblowing directives. |
+| **Non-Compete Agreements** | Highly restricted or banned in several states (e.g., California). | Enforceable only if narrowly tailored. | Highly restricted. Often requires "Garden Leave" or mandatory financial compensation (e.g., Konkurenční doložka in Czech law requires at least 50% average monthly earnings). |
+| **IP Assignment Agreements** | Usually standard format (Work Made For Hire). | Similar to US, but Moral Rights must be explicitly waived by the author. | Extremely localized. In Germany/France, complete transfer is impossible; in Czechia, only usage licenses can be granted for "personal rights." |
+
+## Agent Instructions
+When an end-user requests an employment contract:
+1. Verify if the worker is an Employee or an Independent Contractor.
+2. If EU or Canada, instantly remove "At-Will" clauses and inject localized notice-period clauses.
+3. For EU member states, use **N-Lex** to fetch specific Labour Code (e.g., Czech Labour Code Act No. 262/2006 Coll.) references.
+4. Validate Non-Compete legality against the specific State/Country and check for mandatory compensation requirements.
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+---
+name: sales-commercial
+description: Agent templates governing long-term commercial relationships, bills of sale, and web-based terms of service.
+jurisdictions: [USA, Canada, EU]
+---
+
+# Sales & Commercial Transactions Templates
+
+These templates dictate the parameters of sales, services, and online privacy. Note the strict variance in consumer-facing privacy laws and commercial codes.
+
+## Official References
+- **USA:** Uniform Commercial Code (UCC) (Varies by State) | FTC Privacy Guidelines.
+- **Canada:** [PIPEDA (Privacy Commissioner)](https://www.priv.gc.ca/) | Provincial Sale of Goods Acts.
+- **EU (Granular):** [N-Lex Consumer Protection](https://n-lex.europa.eu/) | [EU Consumer Rights Directive](https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=celex:32011L0083)
+
+## Contract Types & Nuances
+
+| Contract Type | USA Context | Canada Context | EU Context |
+|---------------|-------------|----------------|------------|
+| **Master Service Agreements (MSA)** | The "umbrella" contract. Governed generally by state common law. Limits of liability are crucial. | Similar structure. Often defaults to Ontario or BC jurisdiction. | Governed by B2B commercial regulations of specific member states. |
+| **Statements of Work (SOW)** | Sits beneath an MSA. Defines explicitly *what* is delivered. Highly standardized. | Same as US. | Same as US. |
+| **Sales Contracts / Bills of Sale** | Heavily governed by the Uniform Commercial Code (UCC) regarding "implied warranties of merchantability". | Governed by provincial Sale of Goods Acts. Similar implied warranties exist. | Heavily governed by the EU Consumer Rights Directive, establishing strict rules on right of withdrawal and implied guarantees (minimum 2 years). |
+| **Terms of Service (ToS)** | Defines the legal contract between a website and user. Arbitration clauses and class-action waivers are common. | Similar to US, but class-action waivers are often unenforceable locally (e.g., Quebec). | Extremely strict on consumer fairness (Unfair Contract Terms Directive). Binding arbitration is often unenforceable against consumers without explicit, secondary consent. |
+| **Privacy Policies** | Fragmented. Must comply with states like California (CCPA/CPRA), COPPA for children, HIPAA for medical. | Governed federally by PIPEDA (and strictly in Quebec by Law 25). | Governed unilaterally by GDPR. Requires explicit "opt-in" consent, Right to be Forgotten, and Data Processing Agreements (DPA) between entities. |
+
+## Agent Instructions
+When generating a Privacy Policy or Terms of Service:
+1. Always inject a GDPR compliance clause if the client does *any* business in Europe.
+2. Structure MSAs to explicitly cite the governing law (state/province/country).
+3. For EU consumer sales, ensure the 14-day right of withdrawal is explicitly mentioned as per the Consumer Rights Directive.
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+---
+name: real-estate-facilities
+description: Agent templates governing physical property leasing and usage.
+jurisdictions: [USA, Canada, EU]
+---
+
+# Real Estate & Facilities Templates
+
+These templates concern physical premises. Real Estate law is almost entirely localized, meaning templates represent broad structural frameworks rather than plug-and-play legal advice.
+
+## Official References
+- **USA:** [HUD.gov](https://www.hud.gov/) | State-specific Real Estate Commissions.
+- **Canada:** Provincial Residential Tenancy Acts.
+- **EU (Granular):** [N-Lex Real Estate Law](https://n-lex.europa.eu/) | Member State property laws.
+
+## Contract Types & Nuances
+
+| Contract Type | USA Context | Canada Context | EU Context |
+|---------------|-------------|----------------|------------|
+| **Commercial Lease Agreements** | Generally heavily favors the landlord (Triple Net Leases are common). Very little statutory protection for commercial tenants. | Similar to US. Governed by provincial Commercial Tenancies Acts. | Varies by country, but often features mandatory minimum durations (e.g., France's 3-6-9 leases, Czech Republic's "Nájem prostoru sloužícího k podnikání"). |
+| **Residential Tenancy Agreements** | Governed strictly by state and city laws. Heavily regulated regarding security deposits and eviction procedures. | Strictly governed by provincial boards (e.g., LTB in Ontario, TAL in Quebec). Landlords must use the government-mandated standard lease form in many provinces. | Extremely protective of tenant rights. Rent control and infinite-duration leases are common in states like Germany. Czech Republic uses the Civil Code (Občanský zákoník). |
+| **License to Occupy** | A "lighter" version of a lease, typically used for co-working spaces. Does not grant "exclusive possession." | Used for similar short-term or shared-space arrangements. Must carefully avoid conveying a true tenancy. | Used for flexible offices and pop-ups. Vital distinction from a commercial lease to avoid triggering automatic tenant protections. |
+
+## Agent Instructions
+When an end-user requests a Real Estate contract:
+1. Note the severe localization of real estate. Emphasize that residential forms often *must* be the statutory version provided by the local government.
+2. For EU member states, use **N-Lex** to verify the specific Civil Code or Property Act sections.
+3. Differentiate clearly between a Lease (grants exclusive possession) and a License (grants permission to use).
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+---
+name: intellectual-property
+description: Agent templates governing the creation, licensing, and protection of IP assets.
+jurisdictions: [USA, Canada, EU]
+---
+
+# Intellectual Property (IP) Templates
+
+These templates manage the ownership, licensing, and structured sharing of non-physical assets. Ensure local IP registry guidelines are followed to secure these rights.
+
+## Official References
+- **USA:** [USPTO](https://www.uspto.gov/) | Copyright Office.
+- **Canada:** [CIPO (Canadian Intellectual Property Office)](https://ised-isde.canada.ca/site/canadian-intellectual-property-office/en)
+- **EU (Granular):** [EUIPO](https://euipo.europa.eu/) | [N-Lex IP Laws](https://n-lex.europa.eu/)
+
+## Contract Types & Nuances
+
+| Contract Type | USA Context | Canada Context | EU Context |
+|---------------|-------------|----------------|------------|
+| **Licensing Agreements** | Highly flexible. Can dictate exact geographic, temporal, and market restrictions for patents and trademarks. | Similar to US. Moral rights must be considered for copyrighted material. | Strongly policed by EU competition law (antitrust). Exclusive licenses cannot usually block parallel imports across EU member borders (Single Market). |
+| **Franchise Agreements** | Heavily regulated at both federal (FTC) and state levels. Requires a bulky Franchise Disclosure Document (FDD). | Provincially regulated (strict disclosure laws exist in BC, AB, ON, NB, MB, PEI). | Regulated heavily down to the specific member state level. Strict disclosure requirements (e.g., Loi Doubin in France). |
+| **Software Development Agreements** | The "Work Made for Hire" doctrine explicitly gives copyright to the paying entity if handled correctly. | The author holds raw copyright unless an explicit, written assignment is signed. Moral rights must be waived. | In some states (e.g., France, Germany), complete transfer of copyright is impossible; only exclusive usage licenses can be granted. In Czechia, authors have "personal rights" (osobnostní práva). |
+
+## Agent Instructions
+When writing an IP contract:
+1. Identify the exact asset (Patent, Trademark, Copyright, Trade Secret).
+2. For Software Development: Overcompensate for EU and Canadian rules by inserting explicit assignment *and* maximum available usage/licensing grants.
+3. For EU-wide trademark protection, refer users to the **EUIPO**. For national protection, refer to the local IP office.