contract-reviewer

name	contract-reviewer
description	Use this skill when you need to review a contract for risky clauses, missing protections, one-sided provisions, or negotiation leverage before signing. Suitable for employment agreements, SaaS subscriptions, vendor contracts, NDAs, and freelance agreements. Not a substitute for a licensed attorney — always seek qualified legal counsel for high-value or complex contracts.
version	1.0.0
author	community
tags	["legal","contracts","risk","negotiation"]
license	MIT

Contract Reviewer

Overview

This skill provides a structured approach to reading and critiquing contracts, surfacing clauses that expose you to undue risk, identifying terms that are missing or one-sided, and preparing you for negotiation. It covers common contract types including employment agreements, SaaS/vendor subscriptions, NDAs, independent contractor agreements, and partnership or licensing deals. The output is a prioritized risk register and a set of redlines or negotiation talking points — not a legal opinion. Always have a qualified attorney review contracts with significant financial or legal consequences.

When to Use

• Reviewing an employment offer letter or employment agreement before signing
• Evaluating a SaaS vendor or software license agreement
• Examining an NDA presented by a potential partner or employer
• Reviewing an independent contractor or freelance services agreement
• Assessing a partnership, joint-venture, or revenue-sharing agreement
• Preparing a list of redlines or negotiation talking points for contract discussions
• Conducting a quick "sanity check" on a short agreement before engaging an attorney

When NOT to Use

• As a replacement for a licensed attorney in high-value or high-risk transactions (M&A, real estate, litigation settlements)
• When the contract is in a jurisdiction with highly specialized requirements you are unfamiliar with
• For regulated industries (financial services, healthcare, government) where compliance implications are complex
• When the counterparty is already in breach and you need legal recourse strategy
• For court filings, legal briefs, or formal legal opinions

Quick Reference

Clause Type	Red Flag Signal	Suggested Fix
Liability cap	"Unlimited liability" or no cap	Add mutual liability cap = 12 months of fees
IP assignment	"All work product … including pre-existing IP"	Carve out pre-existing IP explicitly
Non-compete	Broad geography, long duration (>1 year), vague scope	Narrow to specific role, geography, 6–12 months
Termination	"Terminate for convenience" with no notice	Add 30-day notice and payment for work done
Auto-renewal	Evergreen clause with short opt-out window	Negotiate 60-day opt-out window and price lock
Indemnification	Unilateral — only one party indemnifies	Make indemnification mutual or cap exposure
Governing law	Unfavorable jurisdiction	Negotiate to your home state/country

Instructions

1. Identify the contract type — Determine what kind of agreement you are reviewing (employment, NDA, SaaS subscription, services, licensing, partnership). The risk profile and standard market terms differ significantly by type.

2. Locate and read the definitions section first — Defined terms control the entire agreement. Pay close attention to how "Services," "Confidential Information," "Intellectual Property," "Term," and "Cause" are defined — overly broad definitions expand obligations dramatically.

3. Map the key commercial terms — Extract and tabulate: parties, effective date, term/duration, payment terms, deliverables or services, auto-renewal provisions, and termination rights. These form the factual skeleton of your review.

4. Audit liability and indemnification — Identify whether liability is capped, mutual, or unlimited. Flag any clause where one party indemnifies the other for broad categories (e.g., "any third-party claims"). Check whether indemnification is triggered by negligence alone or requires breach.

5. Review intellectual property clauses — Determine who owns: (a) work product created under the agreement, (b) pre-existing IP each party brings in, (c) improvements or derivatives. Flag any "work-for-hire" or broad assignment clauses that sweep in pre-existing IP.

6. Examine non-compete, non-solicitation, and confidentiality clauses — Note scope (role, geography, industry), duration, and enforceability. In many jurisdictions overly broad non-competes are unenforceable, but they still create chilling effects and litigation risk.

7. Check termination and exit provisions — Identify termination triggers (for cause vs. for convenience), notice periods, consequences upon termination (e.g., payment obligations, IP reversion, data return), and survival clauses listing terms that outlast termination.

8. Review dispute resolution — Note whether disputes go to arbitration (binding, private, limits class actions) or litigation; the governing law and jurisdiction; and whether the prevailing party recovers attorney fees.

9. Identify missing standard protections — For each contract type, note what is absent: e.g., no SLA in a SaaS agreement, no data breach notification requirement, no severance in an employment agreement, no payment schedule in a services contract.

10. Produce a prioritized risk register — Classify each finding as Critical (must fix before signing), Important (negotiate if possible), and Minor (acceptable as-is or low risk). Provide a specific redline suggestion or negotiation talking point for each Critical and Important item.

Examples

Example 1: Employment Contract Review

Input: "Here is my offer letter from a startup. Key clauses: (1) 'Employee assigns to Company all inventions, whether or not related to Company's business, conceived during employment.' (2) 'Employee agrees not to work for any competitor in the US for 2 years post-employment.' (3) 'Company may terminate Employee at will with no notice.' (4) Salary $120k, no mention of equity vesting schedule despite 0.2% equity grant."

Output:

Risk Register

Priority	Clause	Issue	Recommended Redline
🔴 Critical	IP Assignment	Assigns ALL inventions including personal side projects unrelated to company business	Add: "Excluding inventions that (i) do not use Company resources, (ii) are developed entirely outside working hours, and (iii) do not relate to Company's current or reasonably anticipated business."
🔴 Critical	Non-Compete	2-year US-wide non-compete is likely overbroad and potentially unenforceable (especially in CA, ND, OK, MN) but creates litigation risk	Negotiate to: 12 months, limited to direct competitors in your product category, within your specific geographic sales territory
🔴 Critical	Equity Vesting	No vesting schedule documented for 0.2% equity	Request attached Stock Option Agreement or Grant Notice specifying: standard 4-year vest / 1-year cliff, acceleration on change of control
🟡 Important	Termination	At-will with no notice leaves you with zero transition income	Request: 2-week notice period or 2-week severance in lieu of notice for involuntary termination without cause
🟢 Minor	No mention of expense reimbursement policy	Could create disputes over travel/equipment costs	Ask for reference to employee handbook or add standard expense reimbursement clause

Negotiation Talking Points:

• "The IP assignment clause is broader than industry standard — I'm happy to assign IP related to [Company]'s business but need a carve-out for personal projects I've been building independently."
• "A 2-year national non-compete is unusual for a role of this scope and jurisdiction. Would you consider 12 months limited to [specific product category]?"

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Example 2: SaaS Subscription Agreement Review

Input: "We're signing a 2-year SaaS contract for a CRM platform at $48k/year. Notable clauses: (1) Auto-renews unless cancelled 90 days before term end. (2) Vendor can modify pricing with 30 days notice. (3) No SLA or uptime guarantee mentioned. (4) 'Customer grants Vendor a perpetual, irrevocable license to use Customer Data to improve Vendor's products.' (5) Liability cap = $500 (one month's fees)."

Output:

Risk Register

Priority	Clause	Issue	Recommended Redline
🔴 Critical	Customer Data License	Perpetual, irrevocable right to use your CRM data (customer records, deals, contacts) to train Vendor's products — a serious privacy and competitive risk	Replace with: "Vendor may use aggregated, anonymized usage data solely for product improvement. Vendor may not use Customer Data to train AI models or for any purpose other than providing the Services."
🔴 Critical	Liability Cap	$500 cap (1 month fee) on a $96k contract exposes you to full loss with no recourse	Negotiate cap to equal 12 months of fees paid ($48,000), with carve-outs for IP infringement and data breach
🔴 Critical	Auto-Renewal	90-day cancellation window is unusually long — easy to miss	Negotiate to 30-day cancellation window; add price lock clause preventing increases at renewal without 90-day advance notice
🟡 Important	No SLA	No uptime commitment on business-critical CRM	Request 99.9% uptime SLA with service credits (e.g., 10% monthly fee credit per hour of excess downtime)
🟡 Important	Unilateral price change	30-day notice is too short for budget planning	Negotiate: no price increases during initial term; 90-day notice + cap increases at CPI or 5% annually at renewal

Bottom Line: Do not sign as-is. The data license clause and $500 liability cap are dealbreakers for a $96k commitment. These are negotiable — enterprise SaaS vendors routinely accept DPA amendments and higher liability caps.

Best Practices

• Always read the definitions section before any other clause — it controls everything
• Create a risk register rather than a running list of comments; priorities help focus negotiation energy
• Research market-standard terms for the specific contract type before negotiating — you need a baseline
• Request a redlined Word document rather than negotiating verbally — written changes create a record
• Never sign under artificial time pressure ("offer expires tomorrow") — legitimate counterparties allow reasonable review time
• Check the governing law clause early — it determines which jurisdiction's rules apply to your non-compete, IP, and dispute resolution

Common Mistakes

• Focusing only on payment terms and ignoring IP, liability, and data clauses — the financial terms are often the least risky part
• Assuming standard templates are "non-negotiable" — most commercial terms are negotiable, especially for contracts over $10k
• Missing auto-renewal clauses buried in definitions or general terms sections
• Overlooking survival clauses that extend obligations (e.g., confidentiality, non-compete) years after termination
• Conflating "limitation of liability" with "indemnification" — they interact but are distinct protections
• Signing an NDA before reviewing what "Confidential Information" is defined to include

Tips & Tricks

• Use Ctrl+F to search for: "unlimited," "perpetual," "irrevocable," "sole discretion," "at any time," "waive" — these words signal one-sided provisions
• Compare the indemnification clause structure: if it's indented and asymmetric (one party indemnifies, not both), that's a red flag
• For employment contracts in the US, check your state's specific non-compete laws before deciding whether to fight the clause
• Ask for a "mutual" version of any one-sided clause (NDA, indemnification, IP) as a first negotiation move — it's a reasonable ask
• The "entire agreement" clause means prior verbal promises don't count — get all commitments in the written contract

Related Skills

• legal-summarizer
• terms-of-service