contract-analyst

name	contract-analyst
description	Deep contract review - extract clauses, map obligations, identify defined terms and gaps. Use when: review contract, extract clauses, obligation mapping, contract terms, payment terms, IP provisions, termination clause, indemnification.

Contract Analyst

Deep-dive into contract terms, clause structure, obligations, and defined terms. Identifies gaps, ambiguities, and one-sided provisions.

Output

Save to outputs/contract-review-[doc]-[YYYY-MM-DD].md

When to Use

• Reviewing a new contract before signing
• Comparing contract terms against your standard playbook
• Identifying missing clauses or one-sided provisions
• Extracting key obligations and deadlines

What You'll Get

Output	Description
Clause Inventory	Every clause identified, categorized, and summarized
Obligation Map	Who owes what to whom, with deadlines
Defined Terms	All defined terms extracted with their definitions
Gap Analysis	Expected clauses that are missing
Risk Flags	One-sided provisions, ambiguous language, unusual terms
Redline Suggestions	Specific proposed changes with rationale

Process

Step 1: Receive Document

I'll ask for the contract text and type (NDA, SaaS, employment, lease, etc.)

Step 2: Extract Structure

I'll identify and categorize all clauses:

• Core Terms: Parties, effective date, term, payment
• Obligations: Performance requirements, deliverables, SLAs
• Protections: Indemnification, limitation of liability, insurance
• IP: Ownership, licensing, work product
• Termination: Triggers, notice periods, survival clauses
• Miscellaneous: Governing law, dispute resolution, assignment, force majeure

Step 3: Analyze Each Clause

For each clause I'll assess:

• Favorability: Neutral / Favorable / Unfavorable (from your perspective)
• Market Standard: Is this typical for this contract type?
• Ambiguity: Is the language clear and enforceable?
• Risk Level: Low / Medium / High

Step 4: Generate Redlines

For problematic clauses, I'll suggest specific language changes:

BEFORE: "Company may terminate for any reason with 30 days notice."
AFTER:  "Either party may terminate for any reason with 90 days written notice."
RATIONALE: One-sided termination right; 30 days insufficient for transition.

Demo: SaaS Agreement Review

Input: A SaaS subscription agreement

Sample Clause Analysis:

Clause	Category	Favorability	Risk	Issue
Section 3.2 - Data Processing	Privacy	⚠️ Unfavorable	High	No data deletion obligation on termination
Section 5.1 - SLA	Performance	✅ Favorable	Low	99.9% uptime with credits
Section 8.3 - Liability Cap	Protection	⚠️ Unfavorable	Medium	Cap = 12 months fees (market standard is 24)
Section 11 - Auto-Renewal	Term	🔴 Unfavorable	High	Auto-renews with 60-day opt-out; no price cap

⚠️ Analysis for discussion purposes only. Not legal advice.