Framework for reviewing, drafting, and negotiating contracts. Use when reviewing vendor agreements, customer contracts, NDAs, employment agreements, or any legal document requiring review.
Installation
Install with Codex or Claude Copy this prompt, paste it into Codex, Claude, or another assistant, and let it review the skill page and install it for you.
Framework for reviewing, drafting, and negotiating contracts. Use when reviewing vendor agreements, customer contracts, NDAs, employment agreements, or any legal document requiring review.
metadata
{"clawbot":{"emoji":"📄"}}
Contract Review
This skill provides frameworks and templates for contract review, drafting, and negotiation.
Contract Review Checklist
When reviewing any contract, check these key areas:
# Mutual Non-Disclosure Agreement**Parties**: [Company A] and [Company B]
**Effective Date**: [Date]
**Purpose**: [Brief description of purpose]
## 1. Definition of Confidential Information
"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party to the other, including but not limited to:
- Business plans, strategies, and financial information
- Technical data, know-how, and trade secrets
- Customer lists and marketing information
- Any information marked as confidential
**Exclusions**:
- Information publicly available
- Information independently developed
- Information rightfully received from third parties
- Information required to be disclosed by law
## 2. Obligations
Each party agrees to:
- Hold Confidential Information in strict confidence
- Use Confidential Information solely for the stated purpose
- Not disclose Confidential Information to third parties without prior written consent
- Take reasonable precautions to protect Confidential Information
## 3. Term
This Agreement shall remain in effect for [X] years from the Effective Date, or until terminated by mutual written consent.
## 4. Return of Materials
Upon termination, each party shall return or destroy all Confidential Information and certify destruction in writing.
## 5. Governing Law
This Agreement shall be governed by the laws of [Jurisdiction].
SaaS Agreement Key Terms Checklist
For Software-as-a-Service agreements, ensure these terms are addressed:
Service Description: Clear description of SaaS offering and features
Access Rights: Number of users, seats, or usage limits
Service Levels: Uptime guarantees, response times, support levels
Data Ownership: Customer owns their data, provider has limited use rights
Data Security: Security standards, encryption, access controls
Data Portability: Export capabilities, data format standards
# Contract Summary: [Contract Name]**Parties**: [Company] and [Counterparty]
**Type**: [Vendor Agreement / Customer Agreement / Partnership]
**Status**: [Draft / Under Negotiation / Executed]
## What This Contract Does
[Plain language description of the contract's purpose and key obligations]
## Key Terms (Plain English)-**Duration**: [How long the contract lasts]
-**Cost**: [Pricing structure in simple terms]
-**What We Get**: [Benefits/obligations for our company]
-**What We Give**: [Our obligations/deliverables]
-**Termination**: [How either party can end the contract]
## Risks & Protections-**Main Risks**: [Key risks identified]
-**How We're Protected**: [Protections in place]
## Next Steps- [ ] [Action item 1]
- [ ] [Action item 2]
- [ ] [Action item 3]
## Questions?
Contact Legal Counsel for detailed review or questions.
Redlining Best Practices
When redlining contracts:
Use Track Changes: Enable change tracking in Word or similar tools
Add Comments: Explain the reason for each change
Prioritize Changes: Mark changes as "Must Have" vs. "Nice to Have"
Group Related Changes: Organize changes by section
Provide Alternatives: When rejecting a clause, propose alternative language
Coordinate with Stakeholders: Get input from Finance, CTO, HR as needed
Contract Repository Organization
Organize executed contracts in a structured repository:
