| name | contract-redline |
| description | Use this skill to produce a first-pass redline on an inbound contract (MSA, NDA, SOW, vendor agreement, partnership agreement, employment contract) against a configured negotiation playbook. Triggers when the user shares a contract draft, says "redline this contract", "review this MSA", "first pass on this NDA", or similar. Saves the user 30-70% of what a lawyer would charge for the first pass. |
Contract Redline Against Your Playbook
When to use this skill
A counterparty sends a contract draft. The user knows their lawyer will charge $500-2,000 to do the first redline. Most of the changes are routine clauses they have negotiated many times before. This skill does the first pass against a configured playbook, leaving the lawyer to do the final review on the meaningful edge cases.
Input the user provides
- The inbound contract draft
- The contract type (MSA, NDA, SOW, vendor agreement, partnership, employment, etc.)
- Optionally: the user's playbook (if not already configured, the skill will use sensible defaults and flag them)
- Optionally: deal context (size, strategic importance, relationship history with counterparty)
What this skill does
- Reads the contract in full
- Identifies each clause against the user's playbook on the key terms
- Redlines clauses that fall outside the acceptable range
- Adds rationale notes for each proposed change
- Prioritizes changes by deal impact (must-have, should-have, nice-to-have)
- Flags clauses that need lawyer review rather than automated handling
- Produces a redlined document plus a one-page summary
Default playbook clauses (override per user)
These are the eight clauses most contracts hinge on. The user should override these defaults with their own playbook.
- Liability cap: default to 1x annual fees, push to 2x, hard floor at 12 months fees
- IP ownership: default to user retains pre-existing IP, joint ownership of co-developed, customer owns work product
- Payment terms: default Net 30, push back on Net 60+, never accept Net 90+
- Termination rights: mutual termination for convenience with 30-60 day notice, immediate for cause
- Indemnity: mutual indemnity for IP and confidentiality, with carve-outs
- Audit rights: limited to annual, with 30 day notice, at requestor's expense
- Data handling: GDPR/CCPA compliance affirmed, data residency named, breach notification within 72 hours
- Exclusivity: avoid; if required, narrow to specific use case and time-limited
Output structure
# Redline Summary: [Contract type] with [Counterparty]
*Pages reviewed: [n]. Material edits: [n]. Lawyer review needed on: [count] sections.*
## Must-have changes (deal-breakers if not accepted)
1. **Section [n] - [Clause name]**:
- Current: [quote or close paraphrase]
- Proposed: [revised text]
- Why: [one sentence on the risk being mitigated]
2. [...continue]
## Should-have changes (push hard for, but not deal-breakers)
[Same structure]
## Nice-to-have changes (worth raising, accept if pushed back on)
[Same structure]
## Flagged for lawyer review
- Section [n]: [reason this needs a real lawyer]
- Section [n]: [reason]
## Clauses we accept as-is
[List with brief note on why these are within acceptable range]
## Negotiation strategy
2-3 sentences on which battles to fight in which order. Which changes can be conceded if the counterparty pushes back. Which are non-negotiable.
Calibration notes
- This skill produces a first pass. It does not replace a lawyer. The output is the document the user takes to their lawyer to review, not the document they send to the counterparty unedited.
- For each proposed change, include the underlying risk. "Push to 2x liability cap" is incomplete. "Push to 2x liability cap because the deal size means 1x could leave us under-protected on a single major incident" is useful.
- Distinguish between "outside our playbook but acceptable" and "outside our playbook and unacceptable." Not every deviation needs to be a fight.
- Flag clauses that have changed materially from prior versions of this contract type, if the user has shared past examples.
- For unusual or high-stakes provisions (IP assignment, non-compete, control rights in M&A), recommend lawyer review explicitly rather than redlining yourself.
What this skill does NOT do
- Does not provide legal advice
- Does not interpret jurisdiction-specific case law
- Does not handle deals over a user-defined threshold without flagging lawyer review
- Does not replace counsel for any contract with material litigation, regulatory, or tax exposure
When NOT to use this skill
- M&A documents (different complexity tier, always lawyer-first)
- Litigation settlement agreements
- Anything where the counterparty has explicitly stated they will not negotiate the standard form
- Contracts in jurisdictions the user has not configured (flag and stop)
