legal-review

name	legal-review
description	Review legal documents (NDA, contracts, agreements) for sensitive clauses, risks, and red flags

Legal Document Review

Analyze legal documents for sensitive clauses, risks, unfavorable terms, and red flags. Provides structured review with risk assessment and recommendations.

When to use

• User asks to review an NDA, contract, or legal agreement
• User wants to find sensitive or risky clauses in a legal document
• User needs to understand implications of a legal document before signing
• User asks to compare document terms against standard/fair practices

Dependencies

• External: python3 (for DOCX extraction via python-docx)

How to execute

Step 1: Extract document text

If the document is a DOCX file, extract text:

from docx import Document
doc = Document('path/to/file.docx')
# Handle both paragraph-based and table-based layouts
text_parts = []
for p in doc.paragraphs:
    if p.text.strip():
        text_parts.append(p.text)
for table in doc.tables:
    for row in table.rows:
        for cell in row.cells:
            if cell.text.strip():
                text_parts.append(cell.text)

If PDF, use the Read tool directly (it supports PDFs).

Step 2: Analyze document

Perform structured analysis covering ALL of the following areas:

A. Document Overview

• Type of document (NDA, MSA, SoW, etc.)
• Parties involved and their roles
• Effective date and duration
• Governing law and jurisdiction

B. Sensitive Clauses Detection

Scan for and flag these categories with severity levels:

Category	What to look for	Severity
Non-compete / Non-solicitation	Restrictions on working with competitors, hiring employees	HIGH
Unlimited liability	No cap on damages, indemnification without limits	HIGH
Unilateral termination	One party can terminate freely, other cannot	HIGH
IP assignment	Broad IP transfer clauses, work-for-hire beyond scope	HIGH
Penalty clauses	Financial penalties for breach, liquidated damages	HIGH
Governing law mismatch	Law of unfamiliar jurisdiction, unfavorable forum	MEDIUM
Confidentiality duration	Unusually long (>5 years) or perpetual obligations	MEDIUM
Auto-renewal / Lock-in	Automatic extension, difficult exit terms	MEDIUM
Data processing	Personal data obligations, GDPR/privacy compliance	MEDIUM
Audit rights	Right to audit your systems, records, premises	MEDIUM
Force majeure	Missing or one-sided force majeure clause	LOW
Notice requirements	Unreasonable notice periods, specific delivery methods	LOW
Amendment process	Unilateral right to modify terms	MEDIUM
Waiver of jury trial	Waiving right to jury trial or class action	LOW
Survival clauses	Obligations that survive termination and their duration	LOW

C. Asymmetry Analysis

Check whether obligations are mutual or one-sided:

• Are confidentiality obligations symmetric?
• Are termination rights equal?
• Are liability and indemnification balanced?
• Who bears more risk?

D. Missing Clauses

Flag important clauses that are ABSENT:

• Limitation of liability
• Dispute resolution mechanism
• Data protection / GDPR
• Force majeure
• Warranty disclaimers
• Return/destruction of materials timeline

E. Language Red Flags

Flag vague or overly broad language:

• "including but not limited to" with open-ended lists
• "sole discretion" granted to one party
• "reasonable" without defined criteria
• "best efforts" vs "commercially reasonable efforts"
• "any and all" sweeping language
• Undefined key terms

Step 3: Generate report

Output a structured report:

## LEGAL DOCUMENT REVIEW

### Document Info
- Type: [NDA/Contract/etc.]
- Parties: [Party A] <-> [Party B]
- Date: [effective date]
- Duration: [term]
- Governing Law: [jurisdiction]

### Risk Summary
- Overall Risk Level: [LOW / MEDIUM / HIGH / CRITICAL]
- HIGH risks found: [count]
- MEDIUM risks found: [count]

### Sensitive Clauses Found

#### [HIGH] [Category Name]
- Clause: [quote or reference]
- Risk: [what this means for you]
- Recommendation: [what to negotiate or change]

#### [MEDIUM] [Category Name]
...

### Asymmetry Issues
- [list of imbalanced terms]

### Missing Protections
- [list of absent but recommended clauses]

### Recommendations
1. [Prioritized list of changes to request before signing]

Parameters

Parameter	Description	Default
file_path	Path to the document (DOCX, PDF, or TXT)	required
party	Which party you represent (for perspective)	auto-detect from context
focus	Specific areas to focus on (e.g., "IP", "liability")	all areas

Examples

Example 1: Review NDA before signing

User: "Review this NDA from Client G" -> Extract DOCX, run full analysis, output structured report

Example 2: Focus on specific concerns

User: "Check this contract for IP risks" -> Run analysis with focus on IP assignment, work-for-hire, licensing clauses

Limitations

• This is AI-assisted analysis, NOT legal advice
• Always consult a qualified lawyer for important agreements
• May miss jurisdiction-specific legal nuances
• Cannot verify factual claims (e.g., company registration codes)

Related skills

• invoice-generator-agent — for creating invoices referenced in contracts
• email-send-bulk — for sending signed documents back