contract-review

user-invocable	true
name	contract-review
description	Review contracts to understand key terms and spot issues
tokens	~450
cloud-ok	true

Contract Review

#claudeai

When to Use

You received a contract and need to understand what you're agreeing to.

What I Need

• The contract (paste or upload)
• What type? (vendor, customer, employment, NDA, partnership)
• Your role (are you the buyer or seller?)

⚠️ Disclaimer

This helps you understand contracts better. It is NOT legal advice. For significant agreements, have a lawyer review.

What to Look For

1. The Basics

• Who are the parties?
• What's the term/duration?
• What are each party's obligations?
• What's the compensation/pricing?

2. Money Terms

• Payment amounts and schedule
• Late payment penalties
• Price increase clauses
• Hidden fees or costs

3. Term & Termination

• How long does this last?
• Auto-renewal? (watch out for this)
• How can you exit?
• Termination notice period
• What happens on termination?

4. Risk & Liability

• Indemnification (who pays if something goes wrong?)
• Liability caps (how much can you be sued for?)
• Insurance requirements
• Warranty disclaimers

5. IP & Ownership

• Who owns what's created?
• Work for hire vs licensed?
• Background IP protections
• Rights after termination

6. Common Gotchas

Red Flag	What It Means
Unlimited liability	You could owe them everything
Broad indemnification	You cover their mistakes too
Auto-renewal + long notice	Stuck for another term
Non-compete (wide scope)	Can't work in your industry
Exclusive rights	Can't work with competitors
Assignment without consent	Contract can be sold
Unilateral changes	They can change terms anytime
Venue in distant jurisdiction	You'd have to sue them far away

Output Format

## Contract Review: [Contract Name]

**Type:** [Vendor/Customer/Employment/etc.]
**Parties:** [You] ↔ [Other Party]
**Term:** [Duration]

**Key Terms:**
1. [Important term]
2. [Important term]
3. [Important term]

**Concerns:**
🔴 [Serious issue] - [Why it matters]
🟡 [Moderate concern] - [Why it matters]
🟡 [Moderate concern] - [Why it matters]

**Missing:**
- [Things that should be there but aren't]

**Questions to Ask:**
1. [Clarification needed]
2. [Clarification needed]

**Negotiation Points:**
1. [What to push back on]
2. [What to push back on]

**Recommendation:**
[Sign as-is / Negotiate changes / Walk away / Get lawyer]

Quick Review (5 min version)

If you only have 5 minutes, check:

1. Term - How long are you locked in?
2. Termination - How do you get out?
3. Liability - What's your exposure?
4. Auto-renewal - Will it trap you?
5. Payment - When and how much?

Negotiation Leverage

• Early stage: You have less leverage, focus on limiting downside
• Larger deal: More room to negotiate
• Competitive situation: Use alternatives as leverage
• Standard terms: Harder to change, but not impossible