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references/contract-review.md (for gap analysis context)
Always load references/llm-legal-failure-modes.md for every mode. LLM failure awareness is non-negotiable in legal work.
Mode: CONTRACT
Framework: INTAKE -> ANALYZE -> FLAG -> REDLINE -> STRATEGIZE
Phase 1: INTAKE -- Accept the contract and gather context.
Accept contract as file, pasted text, or URL reference
Determine: which side the user is on (vendor/customer/licensor/licensee/partner), deadline, focus areas, deal context (size, strategic importance, existing relationship)
If user provides partial context, proceed and note assumptions
Phase 2: ANALYZE -- Clause-by-clause review.
Load references/contract-review.md for the full clause analysis methodology.
Identify contract type (SaaS, services, license, procurement, partnership)
Read entire contract before flagging -- clauses interact (uncapped indemnity may be mitigated by broad LOL)
Analyze each material clause against playbook or market-standard positions
Cover at minimum: LOL, indemnification, IP, data protection, confidentiality, reps/warranties, term/termination, governing law, insurance, assignment, force majeure, payment
Gate: Every material clause analyzed. No clause reviewed in isolation.
Phase 3: FLAG -- Classify deviations.
Flag
Meaning
Action
GREEN
At or better than standard. Minor commercially reasonable variation.
Note for awareness. No negotiation.
YELLOW
Outside standard but within negotiable range. Common in market.
Generate redline + fallback + business impact.
RED
Outside acceptable range. Material risk. Escalation trigger.
Explain risk. Provide market-standard alternative. Recommend escalation.
Phase 4: REDLINE -- Generate specific alternative language for YELLOW and RED items.
Each redline includes: current language (exact quote), proposed language, rationale (suitable for counterparty), priority (must-have / should-have / nice-to-have), fallback position.
Phase 5: STRATEGIZE -- Negotiation strategy.
Tier 1 (deal breakers): uncapped liability, missing DPA for regulated data, IP jeopardizing core assets, regulatory conflicts
Gate: Both severity and likelihood ratings justified with specific rationale. Score calculated. Escalation path defined.
Mode: WRITING
Framework: CLASSIFY -> DRAFT -> REVIEW
Load references/legal-writing.md for format templates and escalation triggers.
Phase 1: CLASSIFY -- Determine document type.
Type
Use Case
Legal memo
Internal analysis of a legal question
Legal brief
Summary of issue, law, and recommendation
Legal response
Templated response to common inquiries (DSR, litigation hold, vendor question, NDA request, subpoena)
Meeting brief
Pre-meeting context, talking points, action items
Incident brief
Rapid brief for developing situations (breach, litigation threat, regulatory inquiry)
Phase 2: DRAFT -- Generate document in the appropriate format.
For legal responses: check escalation triggers before generating. If any trigger fires (regulatory inquiry, potential litigation, criminal exposure, media attention, multiple jurisdictions), stop and recommend escalation instead of a templated response.
Phase 3: REVIEW -- Present draft for user review. Note any assumptions, gaps, or areas needing counsel input.
Gate: Document type correctly identified. Escalation triggers checked. All required elements present.
Mode: VENDOR
Framework: IDENTIFY -> INVENTORY -> GAP ANALYSIS -> REPORT
Phase 1: IDENTIFY -- Accept vendor name. Handle variations (legal name vs. trade name, abbreviations, parent/subsidiary).
Phase 2: INVENTORY -- Search for all agreements with the vendor. For each agreement found, capture: type (NDA/MSA/SOW/DPA/SLA), status (active/expired/in-negotiation), effective date, expiration date, auto-renewal details, key terms.
Phase 3: GAP ANALYSIS -- Identify what exists vs. what should exist.
Flag: agreements expired but with surviving obligations, approaching expirations (90-day window), DPA gaps when vendor handles personal data.
Phase 4: REPORT -- Consolidated status report with gap analysis and upcoming actions.
Gate: All available sources checked. Gaps identified. Approaching deadlines flagged.
LLM Failure Mode Awareness
Legal analysis is a high-risk domain for LLM failures. Load references/llm-legal-failure-modes.md and apply these guards on every mode:
Failure Mode
Guard
Fabricated case law or citations
Verify all citations with user before including. State "verify this citation" when referencing specific law.
Invented regulatory requirements
Distinguish between "this regulation requires X" (high confidence, well-known) and "check whether this applies in your jurisdiction" (lower confidence).
Jurisdiction confusion
Always ask which jurisdiction applies. Ask which jurisdiction applies. State which jurisdiction the analysis covers.
Overconfident analysis
Use calibrated language: "likely," "typically," "in most jurisdictions" rather than absolutes.
Missing clause interactions
Read entire contract before analyzing individual clauses. Clauses interact.
Stale legal knowledge
Training data has a cutoff. Recommend counsel verify current regulatory state, especially for recently enacted or amended laws.
Error Handling
Error
Cause
Solution
No contract provided
User asks for review without document
Prompt for document in any format
Ambiguous jurisdiction
Multi-jurisdiction deal
Ask user to specify primary jurisdiction. Note differences.
No playbook configured
First use, no organizational standards
Proceed with market-standard positions. Note clearly.
Contract too long (50+ pages)
Large agreement
Offer to focus on most material sections first, then complete review
Conflicting regulations
Cross-border requirements clash
Flag conflicts explicitly. Do not pick a winner. Recommend counsel.
Template needed for unknown type
No template for the inquiry type
Help user create a template following the creation guide in references
