| name | review-contract |
| description | Review a contract against standard negotiation positions - flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis, or when preparing a negotiation strategy. |
| argument-hint | <contract file or text> |
/review-contract - Contract Review
MCP connectors
None required. This skill operates on local repo files only.
Review a contract against standard positions. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.
Important: This assists with legal workflows but does not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.
Invocation
/review-contract <contract file or URL>
Workflow
Step 1: Accept the Contract
Accept in any format: PDF, DOCX, pasted text, or file path.
If no contract is provided, prompt the user.
Step 2: Gather Context
Ask:
- Which side are you on? (vendor/supplier, customer/buyer, licensor, licensee, partner)
- Deadline: When does this need to be finalized?
- Focus areas: Any specific concerns?
- Deal context: Deal size, strategic importance, existing relationship?
Proceed with partial context if needed, noting assumptions.
Step 3: Load Standard Positions
Load standard contract positions from legal/templates/enterprise-service-agreement.md.
If no template exists, proceed with generic review using widely-accepted SaaS commercial standards as baseline. Note clearly.
Step 4: Clause-by-Clause Analysis
- Identify the contract type (SaaS, services, license, partnership, procurement)
- Determine the user's side
- Read the entire contract before flagging issues - clauses interact
- Analyze each material clause against standard positions
- Consider the contract holistically
Cover at minimum:
| Clause Category | Key Review Points |
|---|
| Limitation of Liability | Cap amount, carveouts, mutual vs. unilateral, consequential damages |
| Indemnification | Scope, mutual vs. unilateral, cap, IP infringement, data breach |
| IP Ownership | Pre-existing IP, developed IP, open source, license grants |
| Data Protection | DPA, processing terms, self-hosted vs. cloud, sub-processors, breach notification |
| Confidentiality | Scope, term, carveouts, return/destruction |
| Warranties | Scope, disclaimers, survival period |
| Term & Termination | Duration, renewal, termination for convenience/cause, wind-down |
| Governing Law | Jurisdiction, venue, arbitration vs. litigation |
| Payment Terms | Net terms, late fees, taxes, price escalation |
| SLA & Support | Uptime, response times, support channels |
Step 5: Flag Deviations
GREEN - Acceptable
Aligns with or better than standard position. No action needed.
YELLOW - Negotiate
Outside standard position but within negotiable range. Generate redlines.
RED - Escalate
Outside acceptable range, poses material risk. Requires escalation.
Step 6: Generate Redlines
For each YELLOW and RED deviation:
**Clause**: [Section reference]
**Current language**: "[quote]"
**Proposed redline**: "[alternative language]"
**Rationale**: [1-2 sentences, suitable for external sharing]
**Priority**: [Must-have / Should-have / Nice-to-have]
**Fallback**: [Alternative position if rejected]
Step 7: Business Impact Summary
- Overall risk assessment: High-level view
- Top 3 issues: Most important items to address
- Negotiation strategy: Which issues to lead with, what to concede
- Timeline considerations: Urgency factors
Notes
- For non-English contracts, ask if the user wants translation or review in the original language
- For long contracts (50+ pages), focus on material sections first
- Always remind that analysis should be reviewed by qualified legal counsel
Self-improvement
After the CAO (or legal counsel) reviews the contract analysis:
- If they override a risk assessment (e.g. marked something RED that should have been YELLOW, or vice versa), update the risk calibration in this skill
- If they flag a clause type or risk pattern not covered in the Clause-by-Clause table, add it
- Update
legal/_insights.md with the correction and the reasoning
- If new standard positions emerge from negotiations (e.g. "we now accept mutual liability caps at 2x annual fees"), update
legal/templates/enterprise-service-agreement.md
- If a review format or negotiation strategy worked well, save it to
legal/_examples/ as a reference
