backend/scripts/make_demo_contract.py

"""Generate a realistic demo Master Services Agreement PDF.

Deliberately seeded with the risk patterns the engine detects:
uncapped liability, 90-day auto-renewal notice, one-sided termination,
slow breach notification, exclusivity, high late-payment interest,
sole-remedy SLA credits — so the demo tells the full story end-to-end.

    .venv/bin/python backend/scripts/make_demo_contract.py
"""
from __future__ import annotations

import pathlib

from reportlab.lib.pagesizes import A4
from reportlab.pdfbase.pdfmetrics import stringWidth
from reportlab.pdfgen import canvas

OUT = pathlib.Path(__file__).resolve().parents[2] / "data" / "samples" / "demo_msa.pdf"

PARAS = [
    ("T", "MASTER SERVICES AGREEMENT"),
    ("P", 'This Master Services Agreement (the "Agreement") is entered into as of '
          'July 1, 2026 (the "Effective Date") by and between Acme Industries Inc '
          '("Client"), a Delaware corporation with offices at 100 Market Street, '
          'San Francisco, CA, and Globex Services Ltd ("Supplier"), a company '
          'registered in England and Wales with offices at 1 Canary Wharf, London. '
          'Client and Supplier are each a "Party" and together the "Parties".'),
    ("H", "1. Definitions"),
    ("P", '"Confidential Information" means all non-public information disclosed by '
          'one Party to the other, whether oral or written, that is designated as '
          'confidential or that reasonably should be understood to be confidential. '
          '"Deliverables" means the work product described in a Statement of Work. '
          '"Services" means the managed analytics platform services described in '
          'Exhibit A. "Fees" means the charges set out in Section 4.'),
    ("H", "2. Services and Deliverables"),
    ("P", "Supplier shall provide the Services to Client in accordance with this "
          "Agreement and each Statement of Work. Supplier shall deliver the initial "
          "implementation plan to Client no later than August 15, 2026. Supplier "
          "shall conduct quarterly business reviews with Client, the first such "
          "review to occur by October 30, 2026. Client shall provide Supplier with "
          "timely access to systems and personnel reasonably required to perform "
          "the Services."),
    ("H", "3. Exclusivity"),
    ("P", "During the Term, Client shall procure all managed analytics services "
          "exclusively from Supplier and shall not engage any third party to "
          "provide services that are substantially similar to the Services without "
          "Supplier's prior written consent."),
    ("H", "4. Fees and Payment"),
    ("P", "Client shall pay all undisputed Fees within sixty (60) days of receipt "
          "of a valid invoice (Net 60). Late payments shall accrue interest at 2% "
          "per month or the maximum rate permitted by law, whichever is lower. "
          "Supplier may increase the Fees by no more than 5% per year upon ninety "
          "(90) days' written notice. All Fees are exclusive of applicable taxes, "
          "which Client shall pay."),
    ("H", "5. Term and Renewal"),
    ("P", "This Agreement shall commence on the Effective Date and continue for an "
          "initial term of three (3) years, expiring on June 30, 2029 (the "
          '"Initial Term"). Thereafter this Agreement shall automatically renew '
          "for successive twelve (12) month renewal terms unless either Party "
          "gives written notice of non-renewal at least ninety (90) days prior to "
          "the end of the then-current term."),
    ("H", "6. Termination"),
    ("P", "Supplier may terminate this Agreement for convenience upon sixty (60) "
          "days' written notice to Client. Either Party may terminate this "
          "Agreement upon thirty (30) days' written notice if the other Party "
          "materially breaches this Agreement and fails to cure such breach within "
          "the notice period. Upon termination, Client shall pay all Fees accrued "
          "through the effective date of termination."),
    ("H", "7. Service Levels"),
    ("P", "Supplier shall make the Services available 98.5% of the time in each "
          "calendar month, excluding scheduled maintenance. If availability falls "
          "below the foregoing commitment, Client shall be entitled to service "
          "credits as set out in Exhibit B, which credits shall be Client's sole "
          "and exclusive remedy for any failure to meet the service levels."),
    ("H", "8. Confidentiality"),
    ("P", "Each Party shall protect the other Party's Confidential Information "
          "using at least the same degree of care it uses for its own confidential "
          "information, and in no event less than reasonable care. This Section 8 "
          "shall survive termination of this Agreement for a period of five (5) "
          "years. Each Party shall promptly notify the other upon becoming aware "
          "of any unauthorized disclosure of Confidential Information."),
    ("H", "9. Data Protection"),
    ("P", "Supplier shall process Client personal data only on Client's documented "
          "instructions and in compliance with applicable data protection laws, "
          "including GDPR where applicable. Supplier shall notify Client of any "
          "security breach affecting Client personal data within seven (7) days of "
          "becoming aware of such breach. Supplier shall implement appropriate "
          "technical and organizational measures as described in Section 9 and "
          "Exhibit C."),
    ("H", "10. Indemnification"),
    ("P", "Supplier shall indemnify, defend and hold harmless Client from and "
          "against any and all claims, losses, liabilities and expenses arising "
          "out of or relating to the Services, except to the extent caused by "
          "Client's gross negligence. Client shall promptly notify Supplier of any "
          "claim subject to indemnification under this Section 10."),
    ("H", "11. Limitation of Liability"),
    ("P", "EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL "
          "EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL "
          "DAMAGES. THE PARTIES AGREE THAT SUPPLIER'S LIABILITY FOR DIRECT DAMAGES "
          "SHALL NOT BE LIMITED AND NOTHING IN THIS AGREEMENT SHALL LIMIT "
          "SUPPLIER'S ABILITY TO RECOVER ALL AMOUNTS DUE."),
    ("H", "12. Insurance"),
    ("P", "Supplier shall maintain commercial general liability insurance with "
          "policy limits of not less than $2,000,000 per occurrence and shall "
          "provide certificates of insurance to Client upon request."),
    ("H", "13. Audit Rights"),
    ("P", "Client may, upon thirty (30) days' written notice and not more than "
          "once per year, audit Supplier's books and records solely as they relate "
          "to the Fees charged under this Agreement."),
    ("H", "14. Assignment"),
    ("P", "Neither Party may assign this Agreement without the prior written "
          "consent of the other Party, except that Supplier may assign this "
          "Agreement to an affiliate or in connection with a merger or sale of "
          "substantially all of its assets without consent."),
    ("H", "15. Governing Law"),
    ("P", "This Agreement shall be governed by the laws of England and Wales, and "
          "the Parties submit to the exclusive jurisdiction of the courts of "
          "London, England, subject to the dispute escalation process described "
          "in Section 15."),
    ("H", "16. Notices"),
    ("P", "All notices under this Agreement shall be in writing and delivered to "
          "the addresses set out above, and shall be deemed given upon receipt. "
          "Notices of non-renewal under Section 5 and termination under Section 6 "
          "must be sent by registered mail."),
]

MARGIN = 56
WIDTH, HEIGHT = A4  # 595 x 842 points
LINE_H = {"T": 22, "H": 16, "P": 13}
FONT = {"T": ("Helvetica-Bold", 16), "H": ("Helvetica-Bold", 11.5), "P": ("Helvetica", 10)}
GAP = {"T": 20, "H": 6, "P": 12}


def wrap(text: str, fontname: str, size: float, width: float) -> list[str]:
    words = text.split()
    lines, cur = [], ""
    for w in words:
        trial = (cur + " " + w).strip()
        if stringWidth(trial, fontname, size) <= width:
            cur = trial
        else:
            if cur:
                lines.append(cur)
            cur = w
    if cur:
        lines.append(cur)
    return lines


def main() -> None:
    OUT.parent.mkdir(parents=True, exist_ok=True)
    c = canvas.Canvas(str(OUT), pagesize=A4)
    pages = 1
    y = MARGIN + 10  # measured from the TOP; reportlab draws from the bottom
    usable = WIDTH - 2 * MARGIN
    for kind, text in PARAS:
        fname, fsize = FONT[kind]
        lines = wrap(text, fname, fsize, usable)
        needed = len(lines) * LINE_H[kind] + GAP[kind]
        if y + needed > HEIGHT - MARGIN and kind != "T":
            c.showPage()
            pages += 1
            y = MARGIN + 10
        c.setFont(fname, fsize)
        for line in lines:
            c.drawString(MARGIN, HEIGHT - y, line)
            y += LINE_H[kind]
        y += GAP[kind]
    c.save()
    print(f"wrote {OUT} ({pages} pages)")


if __name__ == "__main__":
    main()