| name | ops-contract-review |
| title | Business Contract Review |
| description | Review business contracts for risk identification including liability clauses, IP ownership, termination terms, and payment conditions. Use this skill when the user needs a practical contract risk assessment for vendor agreements, partnership contracts, or service agreements — even if they say 'review this contract', 'what should I watch out for', 'is this agreement fair', or 'negotiate better terms'. |
| author | asgard-ai-platform |
| author_url | https://github.com/asgard-ai-platform/skills/tree/main/ops-contract-review |
| license | MIT |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | contracts |
| language | en |
Business Contract Review
Framework
IRON LAW: Read the Entire Contract, Not Just the Commercial Terms
Price and scope are negotiated carefully. Liability, indemnification,
termination, and IP ownership are often accepted on autopilot.
These "back-of-contract" clauses are where the real risk lives.
A great price with unlimited liability is a terrible deal.
Contract Review Checklist (Business Focus)
1. Parties & Authority
- Correct legal entity names (not a subsidiary you didn't intend to contract with)
- Signer has authority to bind the organization
2. Scope & Deliverables
- Clearly defined: what is included AND what is excluded
- Acceptance criteria: how do you determine delivery is satisfactory?
- Change order process: how are scope changes handled and priced?
3. Payment Terms
- Payment schedule: milestones, monthly, upon delivery
- Payment terms: net 30, net 60, upon receipt
- Late payment consequences
- Currency and exchange rate risk (for international contracts)
4. Term & Termination
- Contract duration: fixed term vs auto-renewal
- Termination for convenience: can either party exit? With what notice?
- Termination for cause: what constitutes a breach?
- Wind-down obligations: what happens after termination? Data return? Transition assistance?
5. Liability & Indemnification
- Liability cap: is there one? What's the amount? (ideally = contract value)
- Indemnification: who indemnifies whom? For what? Is it mutual or one-sided?
- Exclusions: consequential damages, lost profits — are they excluded?
- Insurance requirements: does either party need to carry insurance?
6. Intellectual Property
- Who owns work product created during the contract?
- Pre-existing IP: remains with original owner (ensure this is stated)
- License grants: what rights does each party get to use the other's IP?
7. Confidentiality
- Definition of confidential information (not too broad, not too narrow)
- Duration: how long after termination?
- Exceptions: publicly available info, independently developed, legally compelled
8. Dispute Resolution
- Governing law: which jurisdiction?
