| name | gc-review |
| title | /cs:gc-review — General Counsel Forcing Questions |
| description | /cs:gc-review <plan> — General Counsel interrogation of contracts, IP, regulatory, term sheets, and employment-law surface. |
| author | alirezarezvani |
| author_url | https://github.com/alirezarezvani/claude-skills/tree/main/c-level-advisor/c-level-agents/skills/gc-review |
| license | MIT |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | general |
| practice | corporate |
| language | en |
/cs:gc-review — General Counsel Forcing Questions
Command: /cs:gc-review <plan>
The General Counsel lens. Six questions before any contract, term sheet, IP move, or regulatory commitment. This is a lane gstack has zero of — and one where a single missed clause costs more than a year of engineering.
⚠️ Not legal advice. This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions.
When to Run
- Before signing any contract > $100K or > 1 year
- Before issuing equity (employee grants, advisor grants)
- Before a term sheet response
- Before entering a regulated market (healthcare, fintech, defense)
- Before any open-source license decision in core IP
- Before an M&A LOI
The Six GC Questions
1. IP Ownership
Who owns the IP being created or shared in this transaction?
- Work-for-hire vs license vs joint.
- For employees and contractors: written IP assignment in place?
- For OSS: license compatibility checked?
2. Liability & Indemnity
What's the liability cap, and what's carved out from it?
- Standard cap: 12 months of fees.
- Carve-outs: IP infringement, data breach, willful misconduct.
- Mutual indemnity desirable.
3. Data Processing
What personal data is involved, and is a DPA in place?
- GDPR / CCPA scope?
- Subprocessor flow-down?
- Data residency requirements?
4. Termination & Renewal
What's the termination right, what's the notice period, and what's auto-renew?
- Termination for convenience vs cause.
- Notice period (30 / 60 / 90 days).
- Auto-renewal trap?
5. Regulatory Surface
Does this expose the company to a new regulatory regime?
- Healthcare → HIPAA.
- Fintech → BSA/AML, state money-transmitter.
- Medical device → FDA, MDR, ISO 13485.
- Data → GDPR, CCPA, state breach laws.
6. Employment / Equity
If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment?
- Misclassification risk?
- Equity vesting standard (4-year, 1-year cliff)?
