docusign-contract-extractor

name

docusign-contract-extractor

description

Use when the user shares a contract, MSA, SOW, NDA, vendor agreement, lease, employment offer, or any legal document and asks for a summary, key terms, risk review, "what am I signing", "should I sign this", red flags, renewal dates, or to extract specific clauses. Triggers on phrases like "review this contract", "what does this mean", "is this normal", "find the auto-renewal clause", "summarize this MSA". Also triggers when user uploads a .pdf or .docx contract file or pastes contract text.

Contract Extractor & Risk Reviewer

Overview

Most SMB owners sign contracts without reading them — then discover an auto-renewal clause, a non-compete, or an indemnification cap after something goes wrong. This skill extracts the 15 key elements every business contract has, flags risk language, and produces a 1-page review the user can act on.

Core principle: A contract review is not legal advice. It's a structured surface-level read that catches the things a non-lawyer would miss. When you find something material, tell the user to consult a lawyer — do not interpret.

The 15 elements to extract from every contract

Parties & basics

1. Parties — full legal names, entity types, jurisdictions
2. Effective date — when the contract starts
3. Term — initial period (months/years)
4. Renewal — auto-renew? notice period? rate change?

Money

5. Total consideration — what's being paid, by whom
6. Payment terms — Net 30/60/90, milestones, late fees
7. Price escalator — annual increases, CPI clauses

Scope & deliverables

8. Scope of work / services / goods — what's actually being delivered
9. Performance standards / SLAs — measurable commitments
10. Acceptance criteria — when is delivery "done"

Risk

11. Termination — for cause, for convenience, notice required
12. Liability cap — max damages either party can claim
13. Indemnification — who covers whose lawsuits
14. Confidentiality — what's protected, for how long
15. Governing law & dispute resolution — which state's law, arbitration vs. court

Workflow

Step 1: Get the document into context

Ask the user to either:

• Paste the contract text directly
• Upload the PDF/DOCX
• Share a DocuSign link (note: link only — Claude cannot access logged-in DocuSign)

If PDF/DOCX, use the pdf or docx skill to extract text first.

Step 2: First-pass extraction

Pull the 15 elements into a structured table. Quote exact language when possible — don't paraphrase legal text.

Step 3: Risk flag scan

Look for the 17 high-risk clauses in references/red-flag-clauses.md. For each found, surface it with the exact language.

Step 4: Generate the review

See references/review-template.md for the deliverable format.

Step 5: Lawyer escalation

If the contract has any of these, strongly recommend a lawyer review before signing:

• Annual value > $25K
• Multi-year term with no termination-for-convenience
• Personal guarantee
• Equity / convertible note involvement
• Non-compete or non-solicit
• Liability caps below contract value
• Indemnification with no carve-outs
• Anything in a foreign jurisdiction
• IP assignment language

What you do NOT do

• ❌ Do not say "this contract is good/bad/fair"
• ❌ Do not say "this clause is enforceable"
• ❌ Do not predict what a court would rule
• ❌ Do not say "ignore this clause, it never matters"
• ❌ Do not draft replacement language without a lawyer's input
• ❌ Do not pretend to be a lawyer or give legal advice

Always remind the user: "I'm not a lawyer. This is a structured summary, not legal advice."

Contract type quick reference

Document type	Key thing to find	Common landmine
SaaS Subscription	Auto-renewal + notice period	30-day cancel notice into a 1-year renewal
MSA + SOW	Master vs. SOW terms hierarchy	Liability cap may live in MSA, not SOW
NDA	Duration + jurisdiction	Perpetual confidentiality is unusual
Vendor agreement	Payment terms + late fees	Net 60+ with personal guarantee
Employment offer	Non-compete + IP assignment	Overbroad inventions assignment
Lease (commercial)	Personal guarantee + CAM	Triple-net hidden in fine print
Lease (equipment)	Buyout vs. return	Buyout > FMV at end
Independent contractor	IP ownership + termination	Work-for-hire vs. assignment
Distribution / reseller	Exclusivity + territory	Perpetual exclusivity with low minimums
Loan / credit agreement	Personal guarantee + covenants	Cross-default with other obligations

Auto-renewal: the #1 SMB landmine

Auto-renewals are the most common gotcha. Every SMB has been bitten.

When you find auto-renewal language, surface it like this:

⚠️ Auto-renewal detected

• Current term ends: [date]
• Renews for: [period]
• Notice required to cancel: [X days before end date]
• Action by: [today + (term end - X days)]
• Price on renewal: [same / increases by Y%]

Add a calendar reminder for [action date] now.

Critical risk indicators (high-bar items)

If you see any of these, flag with 🚨 and full stop the review:

• "Joint and several liability" with another party
• "Liquidated damages" > 25% of contract value
• "Specific performance" as a remedy in non-real-estate contracts
• "Perpetual" license assignment of your IP
• Foreign arbitration (e.g., ICC in Paris) when you're a US SMB
• Personal guarantee of corporate obligations
• No liability cap on your side
• One-way indemnification with no carve-outs

Common mistakes when reviewing

User asks	Your trap	Right answer
"Is this normal?"	Saying "yes/no" without context	"Here's what's standard; here's what differs in your contract"
"Should I sign?"	Recommending	"Here are the risks; decision is yours; lawyer for >$25K"
"This clause is fine, right?"	Validating	Restate the clause and its implications, don't validate
"Just give me the gist"	Skipping details	One-paragraph summary + full review available