legal

name	legal
promoted_to	business-ops
description	Legal workflows — contract review, compliance checks, NDA triage, risk assessment, legal briefs. Use when reviewing contracts, checking compliance, triaging NDAs, assessing legal risk, or drafting legal documents. Not legal advice — analysis support for qualified professionals.
routing	{"triggers":["legal","contract review","compliance check","NDA","legal risk","legal brief","vendor check","german compliance","DSGVO","GoBD","TDDDG","AI Act compliance","eIDAS"],"category":"business","force_route":false,"pairs_with":[]}
user-invocable	true

Legal Workflows

Analysis support for in-house legal teams. Contract review, compliance checks, NDA triage, risk assessment, legal writing, and response generation.

Disclaimer: Analysis support, not legal advice. Review by qualified counsel required.

---

Mode Detection

Classify the request into one mode before proceeding. If the request spans modes, choose the primary and note the secondary.

Mode	Signal Phrases	Core Output
CONTRACT	review contract, clause analysis, redline, playbook, negotiate	Clause-by-clause analysis with GREEN/YELLOW/RED flags and redline suggestions
COMPLIANCE	compliance check, GDPR, HIPAA, CCPA, SOX, regulation, data protection, DSGVO, GoBD, TDDDG, eIDAS, AI Act, NIS2, KRITIS, Grundschutz, TISAX, DORA	Applicable regulations, requirements checklist, risk areas, approvals needed
NDA	NDA, triage NDA, non-disclosure, confidentiality agreement	GREEN/YELLOW/RED classification with screening checklist
RISK	legal risk, risk assessment, exposure, severity, escalation	Severity x Likelihood matrix score with escalation path
WRITING	legal brief, memo, legal response, draft response, template	Structured legal document in appropriate format
VENDOR	vendor check, vendor status, agreement status, what's signed	Agreement inventory, gap analysis, upcoming deadlines

---

Reference Loading Table

Load only the references required by the detected mode.

Mode	References to Load
CONTRACT	references/contract-review.md
COMPLIANCE	references/compliance-frameworks.md, references/german-business-compliance.md
NDA	references/nda-triage.md
RISK	references/risk-assessment.md
WRITING	references/legal-writing.md
VENDOR	references/contract-review.md (for gap analysis context)

Always load references/llm-legal-failure-modes.md for every mode. LLM failure awareness is non-negotiable in legal work.

---

Mode: CONTRACT

Framework: INTAKE -> ANALYZE -> FLAG -> REDLINE -> STRATEGIZE

Phase 1: INTAKE -- Accept the contract and gather context.

• Accept contract as file, pasted text, or URL reference
• Determine: which side the user is on (vendor/customer/licensor/licensee/partner), deadline, focus areas, deal context (size, strategic importance, existing relationship)
• If user provides partial context, proceed and note assumptions

Phase 2: ANALYZE -- Clause-by-clause review.

Load references/contract-review.md for the full clause analysis methodology.

1. Identify contract type (SaaS, services, license, procurement, partnership)
2. Read entire contract before flagging -- clauses interact (uncapped indemnity may be mitigated by broad LOL)
3. Analyze each material clause against playbook or market-standard positions
4. Cover at minimum: LOL, indemnification, IP, data protection, confidentiality, reps/warranties, term/termination, governing law, insurance, assignment, force majeure, payment

Gate: Every material clause analyzed. No clause reviewed in isolation.

Phase 3: FLAG -- Classify deviations.

Flag	Meaning	Action
GREEN	At or better than standard. Minor commercially reasonable variation.	Note for awareness. No negotiation.
YELLOW	Outside standard but within negotiable range. Common in market.	Generate redline + fallback + business impact.
RED	Outside acceptable range. Material risk. Escalation trigger.	Explain risk. Provide market-standard alternative. Recommend escalation.

Phase 4: REDLINE -- Generate specific alternative language for YELLOW and RED items.

Each redline includes: current language (exact quote), proposed language, rationale (suitable for counterparty), priority (must-have / should-have / nice-to-have), fallback position.

Phase 5: STRATEGIZE -- Negotiation strategy.

• Tier 1 (deal breakers): uncapped liability, missing DPA for regulated data, IP jeopardizing core assets, regulatory conflicts
• Tier 2 (strong preferences): LOL adjustments, indemnification scope, termination flexibility, audit rights
• Tier 3 (concession candidates): preferred governing law, notice periods, minor definitions, insurance certificates

Lead with Tier 1. Trade Tier 3 to secure Tier 2. Escalate before making any Tier 1 concession.

Gate: Top 3 issues identified. Negotiation priority established. Concession candidates named.

Output format:

## Contract Review Summary
**Document**: [name] | **Parties**: [names] | **Side**: [role] | **Basis**: [Playbook/Generic]

## Key Findings
[Top 3-5 issues with severity flags]

## Clause-by-Clause Analysis
### [Clause] -- [GREEN/YELLOW/RED]
**Contract says**: ... | **Standard**: ... | **Deviation**: ... | **Impact**: ... | **Redline**: ...

## Negotiation Strategy
[Priorities, concessions, approach]

---

Mode: COMPLIANCE

Framework: SCOPE -> MAP -> ASSESS -> RECOMMEND

Phase 1: SCOPE -- Understand the proposed action.

• What is being done (feature launch, data processing, marketing campaign, new vendor)
• What data is involved (personal data categories, sensitive data, regulated data)
• Which geographies (determines applicable regulations)
• Who is affected (customers, employees, partners, public)

Phase 2: MAP -- Identify applicable regulations.

Load references/compliance-frameworks.md for regulation-specific requirements.

Map all potentially applicable frameworks. Check for overlapping or conflicting requirements across jurisdictions.

Phase 3: ASSESS -- Check each requirement.

Requirement	Status	Action Needed
[Requirement]	Met / Not Met / Unknown	[Specific action]

For each risk area, assess severity and mitigation path.

Phase 4: RECOMMEND -- Prioritized action list with approvals needed.

Gate: All applicable regulations identified. Requirements checked. Approvals mapped.

Output: Quick assessment (Proceed / Proceed with conditions / Requires further review), applicable regulations table, requirements checklist, risk areas, recommended actions, approvals needed.

---

Mode: NDA

Framework: ACCEPT -> SCREEN -> CLASSIFY -> REPORT

Load references/nda-triage.md for the full screening checklist and common deviations catalog.

Phase 1: ACCEPT -- Accept NDA in any format.

Phase 2: SCREEN -- Systematic evaluation against 10 screening criteria.

Agreement structure, definition scope, receiving party obligations, standard carveouts (public knowledge, prior possession, independent development, third-party receipt, legal compulsion), permitted disclosures, term/duration, return/destruction, remedies, problematic provisions (non-solicit, non-compete, exclusivity, standstill, residuals, IP assignment).

Phase 3: CLASSIFY

Classification	Criteria	Routing
GREEN	All criteria pass. Standard mutual, all carveouts, reasonable term, no prohibited provisions.	Standard delegation. Same-day approval.
YELLOW	Minor deviations: broader definition, longer term, missing one carveout, narrow residuals, non-preferred jurisdiction.	Counsel review. 1-2 business days.
RED	Wrong type, missing critical carveouts, non-solicit/non-compete, perpetual term, broad residuals, hidden IP assignment, liquidated damages.	Full legal review. Do not sign. 3-5 business days.

Phase 4: REPORT -- Structured triage report with specific issues, risks, and suggested fixes.

Gate: Every screening criterion evaluated. Classification justified.

---

Mode: RISK

Framework: IDENTIFY -> SCORE -> CLASSIFY -> DOCUMENT

Load references/risk-assessment.md for the full severity/likelihood matrix and documentation standards.

Phase 1: IDENTIFY -- Define the risk clearly with background and context.

Phase 2: SCORE -- Apply Severity (1-5) x Likelihood (1-5) matrix.

• Severity: Negligible (1) through Critical (5), calibrated to financial exposure as % of deal/contract value
• Likelihood: Remote (1) through Almost Certain (5), calibrated to precedent and triggering events
• Risk Score = Severity x Likelihood

Phase 3: CLASSIFY

Score	Level	Color	Escalation
1-4	Low	GREEN	Accept. Monitor quarterly.
5-9	Medium	YELLOW	Mitigate. Assign owner. Monthly review.
10-15	High	ORANGE	Senior counsel. Outside counsel if needed. Weekly review.
16-25	Critical	RED	GC/C-suite/Board. Outside counsel. Litigation hold if applicable. Daily review.

Phase 4: DOCUMENT -- Risk memo with contributing factors, mitigating factors, mitigation options, recommended approach, residual risk, monitoring plan.

Gate: Both severity and likelihood ratings justified with specific rationale. Score calculated. Escalation path defined.

---

Mode: WRITING

Framework: CLASSIFY -> DRAFT -> REVIEW

Load references/legal-writing.md for format templates and escalation triggers.

Phase 1: CLASSIFY -- Determine document type.

Type	Use Case
Legal memo	Internal analysis of a legal question
Legal brief	Summary of issue, law, and recommendation
Legal response	Templated response to common inquiries (DSR, litigation hold, vendor question, NDA request, subpoena)
Meeting brief	Pre-meeting context, talking points, action items
Incident brief	Rapid brief for developing situations (breach, litigation threat, regulatory inquiry)

Phase 2: DRAFT -- Generate document in the appropriate format.

For legal responses: check escalation triggers before generating. If any trigger fires (regulatory inquiry, potential litigation, criminal exposure, media attention, multiple jurisdictions), stop and recommend escalation instead of a templated response.

Phase 3: REVIEW -- Present draft for user review. Note any assumptions, gaps, or areas needing counsel input.

Gate: Document type correctly identified. Escalation triggers checked. All required elements present.

---

Mode: VENDOR

Framework: IDENTIFY -> INVENTORY -> GAP ANALYSIS -> REPORT

Phase 1: IDENTIFY -- Accept vendor name. Handle variations (legal name vs. trade name, abbreviations, parent/subsidiary).

Phase 2: INVENTORY -- Search for all agreements with the vendor. For each agreement found, capture: type (NDA/MSA/SOW/DPA/SLA), status (active/expired/in-negotiation), effective date, expiration date, auto-renewal details, key terms.

Phase 3: GAP ANALYSIS -- Identify what exists vs. what should exist.

Required agreements by relationship type:

• Data processor: NDA + MSA + DPA + SOW minimum
• SaaS vendor: NDA + MSA/SaaS Agreement + DPA (if personal data) + SLA
• Professional services: NDA + MSA + SOW(s)
• Hardware/commodity: NDA + Purchase Agreement

Flag: agreements expired but with surviving obligations, approaching expirations (90-day window), DPA gaps when vendor handles personal data.

Phase 4: REPORT -- Consolidated status report with gap analysis and upcoming actions.

Gate: All available sources checked. Gaps identified. Approaching deadlines flagged.

---

LLM Failure Mode Awareness

Legal analysis is a high-risk domain for LLM failures. Load references/llm-legal-failure-modes.md and apply these guards on every mode:

Failure Mode	Guard
Fabricated case law or citations	Verify all citations with user before including. State "verify this citation" when referencing specific law.
Invented regulatory requirements	Distinguish between "this regulation requires X" (high confidence, well-known) and "check whether this applies in your jurisdiction" (lower confidence).
Jurisdiction confusion	Always ask which jurisdiction applies. Ask which jurisdiction applies. State which jurisdiction the analysis covers.
Overconfident analysis	Use calibrated language: "likely," "typically," "in most jurisdictions" rather than absolutes.
Missing clause interactions	Read entire contract before analyzing individual clauses. Clauses interact.
Stale legal knowledge	Training data has a cutoff. Recommend counsel verify current regulatory state, especially for recently enacted or amended laws.

---

Error Handling

Error	Cause	Solution
No contract provided	User asks for review without document	Prompt for document in any format
Ambiguous jurisdiction	Multi-jurisdiction deal	Ask user to specify primary jurisdiction. Note differences.
No playbook configured	First use, no organizational standards	Proceed with market-standard positions. Note clearly.
Contract too long (50+ pages)	Large agreement	Offer to focus on most material sections first, then complete review
Conflicting regulations	Cross-border requirements clash	Flag conflicts explicitly. Do not pick a winner. Recommend counsel.
Template needed for unknown type	No template for the inquiry type	Help user create a template following the creation guide in references