This skill provides a structured approach to reading and critiquing contracts, surfacing clauses that expose you to undue risk, identifying terms that are missing or one-sided, and preparing you for negotiation. It covers common contract types including employment agreements, SaaS/vendor subscriptions, NDAs, independent contractor agreements, and partnership or licensing deals. The output is a prioritized risk register and a set of redlines or negotiation talking points — not a legal opinion. Always have a qualified attorney review contracts with significant financial or legal consequences.
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Identify the contract type — Determine what kind of agreement you are reviewing (employment, NDA, SaaS subscription, services, licensing, partnership). The risk profile and standard market terms differ significantly by type.
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Locate and read the definitions section first — Defined terms control the entire agreement. Pay close attention to how "Services," "Confidential Information," "Intellectual Property," "Term," and "Cause" are defined — overly broad definitions expand obligations dramatically.
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Map the key commercial terms — Extract and tabulate: parties, effective date, term/duration, payment terms, deliverables or services, auto-renewal provisions, and termination rights. These form the factual skeleton of your review.
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Audit liability and indemnification — Identify whether liability is capped, mutual, or unlimited. Flag any clause where one party indemnifies the other for broad categories (e.g., "any third-party claims"). Check whether indemnification is triggered by negligence alone or requires breach.
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Review intellectual property clauses — Determine who owns: (a) work product created under the agreement, (b) pre-existing IP each party brings in, (c) improvements or derivatives. Flag any "work-for-hire" or broad assignment clauses that sweep in pre-existing IP.
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Examine non-compete, non-solicitation, and confidentiality clauses — Note scope (role, geography, industry), duration, and enforceability. In many jurisdictions overly broad non-competes are unenforceable, but they still create chilling effects and litigation risk.
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Check termination and exit provisions — Identify termination triggers (for cause vs. for convenience), notice periods, consequences upon termination (e.g., payment obligations, IP reversion, data return), and survival clauses listing terms that outlast termination.
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Review dispute resolution — Note whether disputes go to arbitration (binding, private, limits class actions) or litigation; the governing law and jurisdiction; and whether the prevailing party recovers attorney fees.
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Identify missing standard protections — For each contract type, note what is absent: e.g., no SLA in a SaaS agreement, no data breach notification requirement, no severance in an employment agreement, no payment schedule in a services contract.
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Produce a prioritized risk register — Classify each finding as Critical (must fix before signing), Important (negotiate if possible), and Minor (acceptable as-is or low risk). Provide a specific redline suggestion or negotiation talking point for each Critical and Important item.
