Review a contract against your organization's negotiation playbook — flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis against standard positions, or when preparing a negotiation strategy with prioritized redlines and fallback positions.
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/review-contract -- Contract Review Against Playbook
description
Review a contract against your organization's negotiation playbook — flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis against standard positions, or when preparing a negotiation strategy with prioritized redlines and fallback positions.
/review-contract -- Contract Review Against Playbook
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Review a contract against your organization's negotiation playbook. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.
Important: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.
Invocation
/review-contract <contract file or URL>
Review the contract: @$1
Workflow
Step 1: Accept the Contract
Accept the contract in any of these formats:
File upload: PDF, DOCX, or other document format
URL: Link to a contract in your CLM, cloud storage (e.g., Box, Egnyte, SharePoint), or other document system
Pasted text: Contract text pasted directly into the conversation
If no contract is provided, prompt the user to supply one.
Step 2: Gather Context
Ask the user for context before beginning the review:
Which side are you on? (vendor/supplier, customer/buyer, licensor, licensee, partner -- or other)
Deadline: When does this need to be finalized? (Affects prioritization of issues)
Focus areas: Any specific concerns? (e.g., "data protection is critical", "we need flexibility on term", "IP ownership is the key issue")
Deal context: Any relevant business context? (e.g., deal size, strategic importance, existing relationship)
If the user provides partial context, proceed with what you have and note assumptions.
Step 3: Load the Playbook
Look for the organization's contract review playbook in local settings (e.g., legal.local.md or similar configuration files).
The playbook should define:
Standard positions: The organization's preferred terms for each major clause type
Acceptable ranges: Terms that can be agreed to without escalation
Escalation triggers: Terms that require senior counsel review or outside counsel involvement
If no playbook is configured:
Inform the user that no playbook was found
Offer two options:
Help the user set up their playbook (walk through defining positions for key clauses)
Proceed with a generic review using widely-accepted commercial standards as the baseline
If proceeding generically, clearly note that the review is based on general commercial standards, not the organization's specific positions
Step 4: Clause-by-Clause Analysis
Apply the following review process:
Identify the contract type: SaaS agreement, professional services, license, partnership, procurement, etc. The contract type affects which clauses are most material.
Determine the user's side: Vendor, customer, licensor, licensee, partner. This fundamentally changes the analysis (e.g., limitation of liability protections favor different parties).
Read the entire contract before flagging issues. Clauses interact with each other (e.g., an uncapped indemnity may be partially mitigated by a broad limitation of liability).
Analyze each material clause against the playbook position.
Consider the contract holistically: Are the overall risk allocation and commercial terms balanced?
Analyze the contract systematically, covering 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, work-for-hire, license grants, assignment
Unfavorable jurisdiction (unusual or remote venue)
Mandatory arbitration with rules favorable to the drafter
Waiver of jury trial without corresponding protections
No escalation process before formal dispute resolution
Step 5: Flag Deviations
Classify each deviation from the playbook using a three-tier system:
GREEN -- Acceptable
The clause aligns with or is better than the organization's standard position. Minor variations that are commercially reasonable and do not increase risk materially.
Examples:
Liability cap at 18 months of fees when standard is 12 months (better for the customer)
Mutual NDA term of 2 years when standard is 3 years (shorter but reasonable)
Governing law in a well-established commercial jurisdiction close to the preferred one
Action: Note for awareness. No negotiation needed.
YELLOW -- Negotiate
The clause falls outside the standard position but within a negotiable range. The term is common in the market but not the organization's preference. Requires attention and likely negotiation, but not escalation.
Examples:
Liability cap at 6 months of fees when standard is 12 months (below standard but negotiable)
Unilateral indemnification for IP infringement when standard is mutual (common market position but not preferred)
Auto-renewal with 60-day notice when standard is 90 days
Governing law in an acceptable but not preferred jurisdiction
Action: Generate specific redline language. Provide fallback position. Estimate business impact of accepting vs. negotiating.
Include: Specific redline language to bring the term back to standard position
Include: Fallback position if the counterparty pushes back
Include: Business impact of accepting as-is vs. negotiating
RED -- Escalate
The clause falls outside acceptable range, triggers a defined escalation criterion, or poses material risk. Requires senior counsel review, outside counsel involvement, or business decision-maker sign-off.
Examples:
Uncapped liability or no limitation of liability clause
Unilateral broad indemnification with no cap
IP assignment of pre-existing IP
No DPA offered when personal data is processed
Unreasonable non-compete or exclusivity provisions
Governing law in a problematic jurisdiction with mandatory arbitration
Action: Explain the specific risk. Provide market-standard alternative language. Estimate exposure. Recommend escalation path.
Include: Why this is a RED flag (specific risk)
Include: What the standard market position looks like
Include: Business impact and potential exposure
Include: Recommended escalation path
Step 6: Generate Redline Suggestions
For each YELLOW and RED deviation, provide:
Current language: Quote the relevant contract text
Suggested redline: Specific alternative language
Rationale: Brief explanation suitable for sharing with the counterparty
Priority: Whether this is a must-have or nice-to-have in negotiation
Redline Generation Best Practices
When generating redline suggestions:
Be specific: Provide exact language, not vague guidance. The redline should be ready to insert.
Be balanced: Propose language that is firm on critical points but commercially reasonable. Overly aggressive redlines slow negotiations.
Explain the rationale: Include a brief, professional rationale suitable for sharing with the counterparty's counsel.
Provide fallback positions: For YELLOW items, include a fallback position if the primary ask is rejected.
Prioritize: Not all redlines are equal. Indicate which are must-haves and which are nice-to-haves.
Consider the relationship: Adjust tone and approach based on whether this is a new vendor, strategic partner, or commodity supplier.
Redline Format
For each redline:
**Clause**: [Section reference and clause name]
**Current language**: "[exact quote from the contract]"
**Proposed redline**: "[specific alternative language with additions in bold and deletions struck through conceptually]"
**Rationale**: [1-2 sentences explaining why, suitable for external sharing]
**Priority**: [Must-have / Should-have / Nice-to-have]
**Fallback**: [Alternative position if primary redline is rejected]
Step 7: Business Impact Summary
Provide a summary section covering:
Overall risk assessment: High-level view of the contract's risk profile
Top 3 issues: The most important items to address
Negotiation strategy: Recommended approach (which issues to lead with, what to concede)
Timeline considerations: Any urgency factors affecting the negotiation approach
Negotiation Priority Framework
When presenting redlines, organize by negotiation priority:
Tier 1 -- Must-Haves (Deal Breakers)
Issues where the organization cannot proceed without resolution:
Uncapped or materially insufficient liability protections
Missing data protection requirements for regulated data
IP provisions that could jeopardize core assets
Terms that conflict with regulatory obligations
Tier 2 -- Should-Haves (Strong Preferences)
Issues that materially affect risk but have negotiation room:
Liability cap adjustments within range
Indemnification scope and mutuality
Termination flexibility
Audit and compliance rights
Tier 3 -- Nice-to-Haves (Concession Candidates)
Issues that improve the position but can be conceded strategically:
Preferred governing law (if alternative is acceptable)
Notice period preferences
Minor definitional improvements
Insurance certificate requirements
Negotiation strategy: Lead with Tier 1 items. Trade Tier 3 concessions to secure Tier 2 wins. Never concede on Tier 1 without escalation.
Step 8: CLM Routing (If Connected)
If a Contract Lifecycle Management system is connected via MCP:
Recommend the appropriate approval workflow based on contract type and risk level
Suggest the correct routing path (e.g., standard approval, senior counsel, outside counsel)
Note any required approvals based on contract value or risk flags
If no CLM is connected, skip this step.
Output Format
Structure the output as:
## Contract Review Summary
**Document**: [contract name/identifier]
**Parties**: [party names and roles]
**Your Side**: [vendor/customer/etc.]
**Deadline**: [if provided]
**Review Basis**: [Playbook / Generic Standards]
## Key Findings
[Top 3-5 issues with severity flags]
## Clause-by-Clause Analysis
### [Clause Category] -- [GREEN/YELLOW/RED]
**Contract says**: [summary of the provision]
**Playbook position**: [your standard]
**Deviation**: [description of gap]
**Business impact**: [what this means practically]
**Redline suggestion**: [specific language, if YELLOW or RED]
[Repeat for each major clause]
## Negotiation Strategy
[Recommended approach, priorities, concession candidates]
## Next Steps
[Specific actions to take]
Notes
If the contract is in a language other than English, note this and ask if the user wants a translation or review in the original language
For very long contracts (50+ pages), offer to focus on the most material sections first and then do a complete review
Always remind the user that this analysis should be reviewed by qualified legal counsel before being relied upon for legal decisions
