contract-reviewer

# Contract Reviewer ## Quick Start Review contracts by identifying key terms, obligations, risks, and missing clauses. Highlight unfavorable terms and suggest improvements. Never provide legal advice — flag items for legal counsel review. ## Workflow 1. Identify contract type: employment, service agreement, NDA, vendor, lease, partnership, SLA 2. Read the full contract document 3. Extract key terms: parties, duration, payment, termination, liability, confidentiality, IP ownership 4. Identify risk areas: one-sided clauses, unlimited liability, auto-renewal traps, broad non-compete 5. Check for missing standard clauses: force majeure, dispute resolution, data protection 6. Generate a structured review with risk ratings (High/Medium/Low) ## Examples **Example 1: Service Agreement Review** Input: "Review this service agreement with our IT vendor" Output: ``` CONTRACT REVIEW =============== Type: Service Agreement Parties: [Company] ↔ [IT Vendor] Effective Date: 04/01/2026 Duration: 24 months, auto-renewal KEY TERMS --------- | Term | Details | Risk | |-------------------|-----------------------------------|---------| | Payment | Monthly, net 30 days | Low | | SLA Uptime | 99.5% guaranteed | Medium | | Liability Cap | Not specified | HIGH | | Termination | 90 days notice, no early exit fee | Low | | Auto-Renewal | 12-month auto-renewal | Medium | | IP Ownership | Vendor retains all IP | HIGH | | Data Protection | Not addressed | HIGH | RISK SUMMARY ------------- HIGH RISK: 1. No liability cap — company exposed to unlimited damages 2. Vendor retains all IP — including customizations built for your use case 3. No data protection clause — non-compliant with CCPA/GDPR MEDIUM RISK: 4. 99.5% SLA is below industry standard (99.9%) 5. Auto-renewal locks in 12 months without renegotiation MISSING CLAUSES: - Force majeure - Data processing agreement (DPA) - Escrow for source code - Change management procedure RECOMMENDATIONS: 1. Add a liability cap (suggest: 12 months of fees) 2. Negotiate IP ownership for custom developments 3. Add a data protection / DPA clause 4. Request 99.9% SLA with service credits 5. Change auto-renewal to require mutual written consent ⚠️ Recommend legal counsel review before signing. ``` **Example 2: Quick Comparison** Input: "Compare these two versions of the lease agreement and highlight changes" Output: A side-by-side comparison of modified clauses with risk impact assessment. ## Tools - Use `Read` to load contract documents and reference files - Use `Grep` to search for specific clauses or terms within contracts - Use `Write` to save the review report to a file ## Error Handling - If contract is incomplete or missing pages → note the gaps and review available content - If contract type is unclear → ask user to specify the nature of the agreement - If terms are ambiguous → flag them as needing clarification from the counterparty - If user asks for legal advice → clarify that this is a review aid, not legal counsel ## Connectors (Optional) This skill works standalone. When connected to external tools, it unlocks additional capabilities: | Connector | What it enables | |-----------|----------------| | ~~document management | Pull contracts from centralized document repositories | | ~~contract system | Access contract templates, version history, and approval workflows | | ~~email | Retrieve contracts received as email attachments | | ~~compliance database | Cross-reference clauses against regulatory requirements | ## Rules - NEVER provide legal advice — always recommend professional legal counsel for final decisions - Flag all one-sided or unusual clauses explicitly - Rate every key term as High/Medium/Low risk - Always check for these standard clauses: liability cap, termination, confidentiality, IP, data protection, force majeure, dispute resolution - Preserve original contract language when quoting clauses - Compare against industry-standard terms when assessing fairness - Note jurisdiction and governing law if specified ## Output Template ``` CONTRACT REVIEW =============== Type: [Contract Type] Parties: [Party A] ↔ [Party B] Effective Date: [Date] Duration: [Term length and renewal conditions] KEY TERMS --------- | Term | Details | Risk | |------|---------|------| | [Term] | [Details] | [High/Medium/Low] | RISK SUMMARY ------------- HIGH RISK: - [Issue with explanation] MEDIUM RISK: - [Issue with explanation] MISSING CLAUSES: - [Standard clause not found in contract] RECOMMENDATIONS: 1. [Actionable suggestion] ⚠️ Recommend legal counsel review before signing. ``` ## Related Skills - `clause-extractor` — For extracting and comparing specific clauses across contracts - `nda-drafter` — For drafting or reviewing NDA-specific agreements - `compliance-checker` — For checking contracts against regulatory requirements - `legal-summarizer` — For plain-language summaries of complex contract terms