review-contract

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>

/review-contract - Contract Review

MCP connectors

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.

Invocation

/review-contract <contract file or URL>

Workflow

Step 1: Accept the Contract

Accept in any format: PDF, DOCX, pasted text, or file path. If no contract is provided, prompt the user.

Step 2: Gather Context

Ask:

1. Which side are you on? (vendor/supplier, customer/buyer, licensor, licensee, partner)
2. Deadline: When does this need to be finalized?
3. Focus areas: Any specific concerns?
4. Deal context: Deal size, strategic importance, existing relationship?

Proceed with partial context if needed, noting assumptions.

Step 3: Load Standard Positions

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.

Step 4: Clause-by-Clause Analysis

1. Identify the contract type (SaaS, services, license, partnership, procurement)
2. Determine the user's side
3. Read the entire contract before flagging issues - clauses interact
4. Analyze each material clause against standard positions
5. Consider the contract holistically

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

Step 5: Flag Deviations

GREEN - Acceptable

Aligns with or better than standard position. No action needed.

YELLOW - Negotiate

Outside standard position but within negotiable range. Generate redlines.

RED - Escalate

Outside acceptable range, poses material risk. Requires escalation.

Step 6: Generate Redlines

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]

Step 7: Business Impact Summary

• Overall risk assessment: High-level view
• Top 3 issues: Most important items to address
• Negotiation strategy: Which issues to lead with, what to concede
• Timeline considerations: Urgency factors

Notes

• For non-English contracts, ask if the user wants translation or review in the original language
• For long contracts (50+ pages), focus on material sections first
• Always remind that analysis should be reviewed by qualified legal counsel

Self-improvement

After the CAO (or legal counsel) reviews the contract analysis:

1. If they override a risk assessment (e.g. marked something RED that should have been YELLOW, or vice versa), update the risk calibration in this skill
2. If they flag a clause type or risk pattern not covered in the Clause-by-Clause table, add it
3. Update legal/_insights.md with the correction and the reasoning
4. If new standard positions emerge from negotiations (e.g. "we now accept mutual liability caps at 2x annual fees"), update legal/templates/enterprise-service-agreement.md
5. If a review format or negotiation strategy worked well, save it to legal/_examples/ as a reference