Attach a contract file, forward the email containing it, or paste the text directly.
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Get the contract ā Pull from one of three sources, in order of preference:
- Gmail: Search for recent emails with contract attachments (see
reference/gmail-fetch.md)
- DocuSign: Fetch the envelope by ID or search recent drafts awaiting signature (see
reference/docusign-fetch.md)
- Local file or paste: Read the PDF (chunked via
pages parameter for 10+ page files) or DOCX via Read tool. If the user pastes text directly, work with what's provided.
Read the full document before analyzing. Dangerous clauses are frequently in exhibits and schedules at the back.
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Identify contract type and parties ā Determine agreement type (NDA, MSA, SOW, SaaS subscription, consulting, subcontractor, vendor) and which party is the user's company vs. the counterparty. Note if it looks like a counterparty template ā these are typically one-sided and the counterparty expects pushback.
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Analyze across 8 risk categories ā Work through the contract from the ops/finance perspective of a small business owner without in-house legal. Categories are ordered by typical risk severity; use judgment for context.
Category 1: Payment terms and cash flow
- Payment timing: Net-30 is standard; Net-60+ is flaggable; Net-90/120 is a hard negotiation point
- Payment triggers: acceptance periods that let the client slow-walk approvals indefinitely
- Late payment penalties: absence is a gap worth noting
- Invoicing requirements: rigid formats or PO numbers that can delay payment on technicalities
- Expense reimbursement: pre-approval requirements and caps
- Rate adjustments: annual increase mechanism for multi-year engagements
Category 2: Liability and indemnification
- Liability caps: uncapped liability is always a red flag
- Mutual vs. one-sided indemnification
- Indemnification scope: "any and all claims arising from the services" is not standard
- Insurance requirements: E&O, cyber, general liability ā achievability at the required limits
- Consequential damages waiver: missing = flag prominently
Category 3: Termination and exit
- Termination for convenience: is it mutual? 30-day notice is typical
- Termination for cause: cure period; vague "material breach" without definition
- Wind-down: payment for in-progress work at termination
- Transition assistance: paid vs. unpaid, time-limited vs. open-ended
- Survival clauses: indefinite indemnification survival = flag
Category 4: Intellectual property
- IP assignment vs. license
- Pre-existing IP and background tools carve-out ā absence means inadvertent assignment
- Work product definition breadth: drafts, notes, internal tools
Category 5: Scope and change management
- Scope definition clarity
- Change order process: absence = scope creep without compensation
- Acceptance criteria: subjective ("to client's satisfaction") vs. defined
- Timeline asymmetry: user penalized for delays but client is not for slow feedback
Category 6: Non-compete and exclusivity
- Non-compete scope, definition of "competitor," duration
- Exclusivity requirements on the user's company
- Non-solicitation: employee poaching is normal; industry-broad restrictions are not
Category 7: Confidentiality and data
- Confidentiality scope: "all information shared" with no exceptions is overly broad
- Duration: 2ā3 years is typical; perpetual is aggressive
- Data handling security requirements vs. company size and data sensitivity
- Return/destruction requirements post-termination
Category 8: Operational concerns
- Governing law and dispute resolution; mandatory arbitration
- Auto-renewal: opt-out window and notice period (missing a 60-day window is a common SMB mistake)
- Assignment rights, especially if the client gets acquired
- Most favored nation: constrains pricing across the entire client book
- Audit rights: scope and frequency
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Present flagged summary ā Organize by severity:
š“ Red flags (push back before signing) ā For each: quote the exact clause, explain the problem in plain language, suggest specific alternative language.
š” Yellow flags (negotiate, not deal-breakers) ā For each: quote the clause, explain the concern, describe what "better" looks like.
š¢ Key terms to note (awareness only) ā Payment schedules, notice periods, renewal dates, insurance requirements, key contacts.
š Contract summary ā Plain-language summary: who does what, for how much, over what timeframe, under what conditions.
š” Negotiation playbook ā For each red and yellow flag: what to ask for, how to frame the ask, and what a reasonable compromise looks like.
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Export redline DOCX ā After presenting the summary, offer to export a redlined DOCX with the suggested changes marked up. Use the docx skill to generate a Word document that:
- Preserves the original contract structure
- Marks suggested deletions in strikethrough and additions in underline
- Adds a cover page summarizing the changes
Ask: "Want me to export a redlined DOCX you can send back to the counterparty?"
