| 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
- Parties — full legal names, entity types, jurisdictions
- Effective date — when the contract starts
- Term — initial period (months/years)
- Renewal — auto-renew? notice period? rate change?
Money
- Total consideration — what's being paid, by whom
- Payment terms — Net 30/60/90, milestones, late fees
- Price escalator — annual increases, CPI clauses
Scope & deliverables
- Scope of work / services / goods — what's actually being delivered
- Performance standards / SLAs — measurable commitments
- Acceptance criteria — when is delivery "done"
Risk
- Termination — for cause, for convenience, notice required
- Liability cap — max damages either party can claim
- Indemnification — who covers whose lawsuits
- Confidentiality — what's protected, for how long
- 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 |
