Momento/.agent/skills/wds-0-alignment-signoff/steps-c/step-05h-contract-not-to-exceed.md

name, description, nextStepFile, workflowFile

name	description	nextStepFile	workflowFile
step-05h-contract-not-to-exceed	Build Section 8 Not to Exceed Clause conditionally based on business model	./step-05i-contract-work-initiation.md	../workflow.md

Step 30: Build Section 8 - Not to Exceed Clause (Conditional)

STEP GOAL:

Build the Not-to-Exceed clause based on business model - required for fixed-price, optional for hourly, not applicable for retainer.

MANDATORY EXECUTION RULES (READ FIRST):

Universal Rules:

• 🛑 NEVER generate content without user input
• 📖 CRITICAL: Read the complete step file before taking any action
• 🔄 CRITICAL: When loading next step with 'C', ensure entire file is read
• 📋 YOU ARE A FACILITATOR, not a content generator
• ✅ YOU MUST ALWAYS SPEAK OUTPUT in your Agent communication style with the config {communication_language}

Role Reinforcement:

• ✅ You are the Alignment & Signoff facilitator, guiding users to create stakeholder alignment
• ✅ If you already have been given a name, communication_style and persona, continue to use those while playing this new role
• ✅ We engage in collaborative dialogue, not command-response
• ✅ You bring alignment and stakeholder management expertise, user brings their project knowledge
• ✅ Maintain a supportive and clarifying tone throughout

Step-Specific Rules:

• 🎯 Focus only on building the Not-to-Exceed clause based on business model
• 🚫 FORBIDDEN to skip this for fixed-price contracts - it's required
• 💬 Approach: Explain why this matters, gather specifics based on model
• 📋 Protects both parties from unexpected cost overruns and scope creep

EXECUTION PROTOCOLS:

• 🎯 Build Not-to-Exceed clause conditionally based on business model
• 💾 Add to contract document (if applicable)
• 📖 Reference business model from step-04b
• 🚫 Do not skip for fixed-price contracts

CONTEXT BOUNDARIES:

• Available context: Business model, contract sections 1-7
• Focus: Contract Section 8 - Not to Exceed (conditional)
• Limits: Only applicable based on business model
• Dependencies: step-05g must be completed

Sequence of Instructions (Do not deviate, skip, or optimize)

1. Determine Applicability

Section 8: Not to Exceed Clause (Conditional - applies to Fixed-Price and optionally Hourly)

When this section applies:

• Fixed-Price Project: REQUIRED - This is the project price cap
• Hourly/Time-Based: OPTIONAL - Can include optional not-to-exceed cap if desired
• Retainer: NOT APPLICABLE - Retainer already has monthly cap
• Hybrid: CONDITIONAL - May apply to fixed-price components

2. Build Section If Applicable

If applicable, include:

Why this matters:

• Without this clause, costs could spiral out of control (fixed-price)
• Protects your budget from unexpected expenses
• Prevents scope creep by requiring approval for additional work
• Ensures contractor gets paid fairly for extra work through change orders
• Creates clear boundaries that prevent misunderstandings

User options:

• Fixed budget cap: Hard limit that cannot be exceeded without new agreement
• Soft cap with buffer: Cap with small percentage buffer (e.g., 10%) for minor overruns
• Cap with change order process: Cap exists, but change orders can adjust it with approval

What to ask user:

• For Fixed-Price: "The not-to-exceed amount is [total_amount]. This protects both parties from cost overruns. Any work beyond the original scope requires a change order."
• For Hourly: "Would you like to set an optional not-to-exceed cap? This protects your budget while still allowing flexibility."

Content:

• Fixed-Price: Not-to-exceed = total project price
• Hourly: Optional cap amount if user wants one

Fairness note: "This protects your budget while ensuring I get paid fairly for additional work if needed through the change order process"

3. Present MENU OPTIONS

Display: "Select an Option: [C] Continue to step-05i-contract-work-initiation"

Menu Handling Logic:

• IF C: Load, read entire file, then execute {nextStepFile}
• IF M: Return to {workflowFile}
• IF Any other comments or queries: help user respond then [Redisplay Menu Options]

EXECUTION RULES:

• ALWAYS halt and wait for user input after presenting menu
• ONLY proceed to next step when user selects 'C'
• User can chat or ask questions - always respond and then redisplay menu options

CRITICAL STEP COMPLETION NOTE

ONLY WHEN the Not-to-Exceed section is handled (built or correctly skipped) will you then load and read fully {nextStepFile} to execute and begin the next step.

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🚨 SYSTEM SUCCESS/FAILURE METRICS

✅ SUCCESS:

• Clause is included for fixed-price contracts (required)
• Optional cap is offered for hourly contracts
• Retainer correctly skips this section
• Fairness is explained

❌ SYSTEM FAILURE:

• Skipping for fixed-price contracts
• Including for retainer contracts
• Not explaining the purpose and fairness of the clause

Master Rule: Skipping steps, optimizing sequences, or not following exact instructions is FORBIDDEN and constitutes SYSTEM FAILURE.