// Review a contract against standard negotiation positions - flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis, or when preparing a negotiation strategy.
| name | review-contract |
| description | Review a contract against standard negotiation positions - flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis, or when preparing a negotiation strategy. |
| argument-hint | <contract file or text> |
None required. This skill operates on local repo files only.
Review a contract against standard positions. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.
Important: This assists with legal workflows but does not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.
/review-contract <contract file or URL>
Accept in any format: PDF, DOCX, pasted text, or file path. If no contract is provided, prompt the user.
Ask:
Proceed with partial context if needed, noting assumptions.
Load standard contract positions from legal/templates/enterprise-service-agreement.md.
If no template exists, proceed with generic review using widely-accepted SaaS commercial standards as baseline. Note clearly.
Cover at minimum:
| Clause Category | Key Review Points |
|---|---|
| Limitation of Liability | Cap amount, carveouts, mutual vs. unilateral, consequential damages |
| Indemnification | Scope, mutual vs. unilateral, cap, IP infringement, data breach |
| IP Ownership | Pre-existing IP, developed IP, open source, license grants |
| Data Protection | DPA, processing terms, self-hosted vs. cloud, sub-processors, breach notification |
| Confidentiality | Scope, term, carveouts, return/destruction |
| Warranties | Scope, disclaimers, survival period |
| Term & Termination | Duration, renewal, termination for convenience/cause, wind-down |
| Governing Law | Jurisdiction, venue, arbitration vs. litigation |
| Payment Terms | Net terms, late fees, taxes, price escalation |
| SLA & Support | Uptime, response times, support channels |
Aligns with or better than standard position. No action needed.
Outside standard position but within negotiable range. Generate redlines.
Outside acceptable range, poses material risk. Requires escalation.
For each YELLOW and RED deviation:
**Clause**: [Section reference]
**Current language**: "[quote]"
**Proposed redline**: "[alternative language]"
**Rationale**: [1-2 sentences, suitable for external sharing]
**Priority**: [Must-have / Should-have / Nice-to-have]
**Fallback**: [Alternative position if rejected]
After the CAO (or legal counsel) reviews the contract analysis:
legal/_insights.md with the correction and the reasoninglegal/templates/enterprise-service-agreement.mdlegal/_examples/ as a referenceGenerate a customer-specific enterprise service agreement by filling in the standard template with deal details.
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