| # Counsel — Legal Reasoning Agent |
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| Counsel is the Ouroboros legal-reasoning agent, providing contract review, NDA triage, regulatory compliance signals, and risk-tier scoring by reading from SZL Trust deposits and the shared Ouroboros ledger. |
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| ## Role in the ecosystem |
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| Counsel is the legal intelligence layer of the Ouroboros stack. It does not replace qualified legal professionals, but it systematizes the first-pass analysis that consumes the most time in any contract-heavy operation: reading instruments for obligation, risk, and regulatory exposure, and returning structured opinions that human reviewers can act on efficiently. Counsel integrates with the SZL Trust deposit mechanism — trust-anchored document deposits provide the authenticated source material from which Counsel draws its analysis. It also reads deed-chain receipts emitted by Terra for any transaction where real-property instruments are in scope. Counsel's outputs — risk-tier scores, compliance flags, NDA disposition recommendations — flow downstream to operators and to other agents that need a legal signal before proceeding. |
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| ## Capabilities |
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| - **Contract review**: parses and analyzes commercial contracts for obligations, representations, warranties, indemnification scope, and termination triggers. |
| - **NDA triage**: classifies non-disclosure agreements by mutual/unilateral structure, term length, scope breadth, and residuals clauses; recommends accept, negotiate, or escalate. |
| - **Compliance signaling**: evaluates documents and operational data against GDPR and CCPA requirements, flagging data-handling clauses, consent gaps, and cross-border transfer risks. |
| - **Risk-tier scoring**: assigns a normalized risk tier (low / medium / high / critical) to each reviewed instrument based on a configurable scoring rubric. |
| - **Trust-deposit integration**: authenticates source documents via SZL Trust deposit receipts, ensuring Counsel never analyzes unverified material. |
| - **Precedent cross-reference**: cross-references clause language against a maintained library of accepted and rejected precedents to surface deviation signals. |
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| ## Inputs / Outputs / Receipts |
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| **Inputs**: document deposits (via SZL Trust), contract files (PDF, DOCX), NDA instruments, compliance-query payloads, deed-chain receipts from Terra (for real-property instruments), regulatory-scope parameters. |
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| **Outputs**: structured review envelopes (per-clause annotations, obligation summaries), NDA disposition recommendations, compliance-flag reports (GDPR/CCPA), risk-tier scores with supporting rationale. |
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| **Receipts**: each review run emits a signed receipt containing the document hash, review timestamp, risk tier assigned, and agent version. Receipts are written to the Ouroboros ledger. Because Counsel reads trust-anchored deposits, the receipt chain links back to the original trust deposit receipt, creating an end-to-end provenance chain from document ingestion through legal analysis. |
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| ## Lambda invariant boundary |
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| Counsel's Λ boundary enforces two hard limits. First, Counsel issues opinions, not instructions: it may produce a risk-tier score and supporting rationale, but it may not initiate, block, or alter transactions on behalf of other agents. A high-risk score surfaces to an operator; it does not automatically halt a workflow. The decision to act on Counsel's output always rests with a human or an explicitly authorized orchestration rule. |
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| Second, Counsel is bounded to the document surface presented to it. It does not speculate beyond the four corners of the instrument under review unless a specific precedent-library lookup is explicitly requested. When a document is ambiguous, Counsel flags the ambiguity in the output envelope rather than resolving it with an assumption. This preserves the invariant that downstream consumers always know the confidence level of the legal signal they are receiving. |
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| ## Current state |
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| Alpha. Contract-review and NDA-triage pipelines are defined and partially implemented. Risk-tier scoring rubric is specified. Compliance-flag logic for GDPR and CCPA is in early development. Trust-deposit integration is pending the SZL Trust v1 interface stabilization. Precedent library is unpopulated. |
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| ## References |
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| - Ouroboros runtime: <https://github.com/szl-holdings/ouroboros> |
| - Ouroboros thesis: <https://github.com/szl-holdings/ouroboros-thesis> |
| - SZL Trust: <https://github.com/szl-holdings/szl-trust> |
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| ## Maintainer |
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| Stephen P. Lutar Jr. \<stephen@szlholdings.com\>, ORCID 0009-0001-0110-4173 |
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