general-counsel-advisor

name	general-counsel-advisor
title	General Counsel Advisor
description	General Counsel advisory for startups: contract review (MSA, SaaS, NDA, DPA, employment), IP strategy, term sheet decoding, and regulatory landscape mapping. Use when reviewing any contract or term sheet, deciding when to engage outside counsel, defining IP strategy, evaluating regulatory exposure (HIPAA, GDPR, FDA, fintech), or when user mentions general counsel, GC, legal review, contract risk, term sheet, IP assignment, or regulatory exposure. NOT a substitute for licensed counsel — surfaces questions to bring to qualified attorneys.
author	alirezarezvani
author_url	https://github.com/alirezarezvani/claude-skills/tree/main/c-level-advisor/skills/general-counsel-advisor
license	MIT
version	0.1.0
execution_mode	open
jurisdiction	general
practice	corporate
language	en

General Counsel Advisor

Strategic legal frameworks for startup General Counsels and founders without one. Contract risk, IP strategy, term sheet decoding, regulatory landscape.

This is not legal advice. It surfaces the right questions to bring to qualified outside counsel and catches the obvious traps before they reach a signature. Treat every output as a starting point for a conversation with a licensed attorney, not as a substitute for one.

Keywords

general counsel, GC, legal review, contract review, MSA, SaaS agreement, NDA, DPA, employment agreement, contractor agreement, IP assignment, invention assignment, open source license, OSS compliance, term sheet, liquidation preference, anti-dilution, option pool, vesting, acceleration, drag-along, pro-rata, board composition, regulatory, HIPAA, GDPR, CCPA, FDA, MDR, fintech, BSA/AML, money transmitter, AI Act, indemnity, liability cap, force majeure, auto-renewal, choice of law, venue, non-compete, non-solicit

Quick Start

# Scan a contract for risky clauses (uses bundled sample if no path given)
python scripts/contract_risk_scanner.py
python scripts/contract_risk_scanner.py path/to/contract.txt

# Analyze a term sheet for founder-friendliness
python scripts/term_sheet_analyzer.py
python scripts/term_sheet_analyzer.py path/to/term_sheet.json

Key Questions (ask these first)

• Who owns the IP being created or shared? (Founders forget that contractors don't auto-assign IP without a written clause.)
• What's the liability cap, and what's carved out? (Standard: 12 months of fees, with carve-outs for IP infringement, data breach, willful misconduct.)
• Is there a DPA in place if any personal data flows? (GDPR, CCPA, state laws — non-negotiable if EU/CA data is touched.)
• What's the termination right, notice period, and auto-renewal trap? (5-year auto-renew with 60-day notice is a common founder mistake.)
• Does this contract or product launch trigger a new regulatory regime? (Healthcare → HIPAA. Fintech → BSA/AML. Medical device → FDA/MDR.)
• For term sheets: liquidation preference, pre-money option pool, anti-dilution flavor? (Three places where 5% of founder economics can quietly disappear.)

Core Responsibilities

1. Contract Review

Standard contracts a startup signs in its first 5 years:

• Vendor MSA — Master Service Agreement (cloud, tooling, services)
• Customer SaaS Agreement — your standard customer paper + customer redlines