| name | negotiate |
| description | Analyzes contracts for unfavorable or risky clauses and generates prioritized
counter-proposals with replacement language. Use when reviewing a contract before
signing, preparing for a negotiation, or responding to unfavorable terms.
Trigger with "/negotiate" or "generate counter-proposals for this contract".
|
| allowed-tools | Read, Glob, Grep |
| version | 1.0.0 |
| author | Intent Solutions <jeremy@intentsolutions.io> |
| license | MIT |
| tags | ["legal","negotiation","contracts","counter-proposal"] |
| compatibility | Designed for Claude Code, also compatible with Codex and OpenClaw |
Contract Negotiation Strategy Generator
Overview
Reads a contract or agreement, identifies clauses that are unfavorable, one-sided,
or carry hidden risk, and produces a structured negotiation strategy document with
specific counter-proposals ranked by priority. Benchmarks replacement language
against CommonPaper standard clauses (CC BY 4.0) to ensure proposed alternatives
reflect market norms.
This skill performs analysis only — it does not create new contracts. It reads the
source document and outputs a negotiation strategy in Markdown.
Legal Disclaimer: This skill generates AI-assisted analysis for informational
purposes only. It does not constitute legal advice. All counter-proposals and
replacement language must be reviewed by a licensed attorney before use in any
binding agreement. No attorney-client relationship is created by using this tool.
Prerequisites
- A contract or agreement file accessible in the workspace (
.md, .txt, or .pdf)
- Knowledge of the user's negotiating position (buyer, seller, service provider, etc.)
- Understanding of which party the user represents
Instructions
-
Identify the contract. Locate the contract file using Glob. If multiple contracts
exist, ask the user to confirm which one to analyze.
-
Read the full contract. Use Read to ingest the entire document. Note the parties,
effective date, governing law, and contract type.
-
Classify the user's position. Determine which party the user represents and their
leverage context (e.g., small vendor vs. enterprise buyer).
-
Scan for unfavorable clauses. Evaluate every section against these risk categories:
- Liability & Indemnification — unlimited liability, one-sided indemnity, no caps
- Termination — termination for convenience without notice, auto-renewal traps
- IP & Ownership — broad IP assignment, work-for-hire overreach
- Payment — late payment penalties without reciprocal terms, NET-90+
- Confidentiality — perpetual obligations, overly broad definitions
- Non-Compete / Non-Solicit — excessive scope, duration, or geography
- Limitation of Liability — exclusion of consequential damages only for one party
- Governing Law & Dispute — inconvenient jurisdiction, mandatory arbitration
