contract-review

First-pass review and redlining of commercial contracts against a standard clause library, rapid NDA triage, and data-privacy/compliance checks. Use this skill whenever the user uploads or pastes a contract, agreement, NDA, MSA, SOW, DPA, or any set of terms and asks to review, redline, mark up, "check," "flag risks," "look over," triage, or compare it against standard positions — even if they don't use the word "review." Also use when the user asks whether specific clauses (liability, indemnity, IP, termination, confidentiality, data protection) are acceptable or "market.

compliancendaclausecontractdatalibraryterms

What this skill is about

This skill is for legal teams, in-house counsel, contract managers, and business professionals who regularly receive commercial contracts and need a fast, disciplined first-pass review before a qualified attorney signs off. It targets the problem of triaging incoming agreements — NDAs, MSAs, SOWs, SaaS terms, DPAs — quickly and consistently, flagging risky or missing clauses against standard market positions.

It is explicitly framed as an attorney-assist tool rather than a source of legal advice, with strong guardrails against fabricating law or presenting output as final. Anyone who wants structured, skimmable issues lists and concrete redline suggestions to speed up contract turnaround will find it useful.

What it does

When a user supplies a contract, the skill first establishes the review frame — asking (in interactive use) which party side to represent and which jurisdiction governs enforceability, while inferring contract type and risk posture. In batch or non-interactive mode it uses supplied values or safe defaults and proceeds without asking. It then routes to one of four modes: full contract review, rapid NDA triage, data-privacy/compliance check, or a scoped single-clause check.

For a full review it reads the whole document, walks a standard clause library to locate material and conspicuously missing clauses, classifies each issue as High/Medium/Low via a risk rubric, and drafts specific replacement redline language for High and Medium items. It returns two artifacts — a structured review memo (frame, overall risk read, sorted issues) and a redline (tracked changes or an original→proposed→rationale table) — always ending with a verbatim disclaimer stating this is not legal advice and must be reviewed by licensed counsel.

Sample output

CONTRACT REVIEW MEMO

Review frame
- Party side: Customer (SaaS buyer)
- Governing law: Delaware, USA (per Section 14.1)
- Contract type: SaaS Subscription Agreement
- Assumptions: Personal data will be processed; compliance check run on data-protection sections.

Overall risk read: 2 High, 3 Medium, 1 Low — NOT signable as drafted.

ISSUES (sorted High -> Low)

[HIGH] Limitation of Liability (Sec. 9.2)
Quote: "In no event shall Provider's total liability exceed the fees paid in the one (1) month preceding the claim."
Rationale (customer-side): One month's fees is far below market; leaves customer exposed on data breach and IP claims.
Proposed redline: "...exceed the greater of (a) fees paid in the twelve (12) months preceding the claim, or (b) $250,000; provided that this cap shall not apply to breaches of confidentiality, data protection obligations, or indemnification claims."

[HIGH] Data Protection — missing DPA
Finding: Agreement processes personal data but incorporates no Data Processing Agreement or GDPR/CCPA safeguards.
Proposed action: Require execution of a DPA with SCCs before signing. Flagged for counsel.

[MEDIUM] Indemnification (Sec. 10.1)
Quote: "Customer shall indemnify Provider against all claims arising from use of the Service."
Rationale: One-sided; no reciprocal IP infringement indemnity from Provider.
Proposed redline: Add mutual indemnity; Provider to indemnify Customer for third-party IP infringement claims.

[MEDIUM] Auto-renewal (Sec. 3.2) — 90-day non-renewal notice is long; propose 30 days.
[MEDIUM] Termination for convenience — absent for Customer; add 30-day right.
[LOW] Defined term "Affiliate" used but not defined; add definition.

NOT REVIEWED
- Exhibit B (SLA) referenced in Sec. 5 but not provided — request and review before signing.

This is an automated first-pass review generated to assist a qualified legal professional. It is not legal advice, does not create an attorney-client relationship, and must be reviewed by licensed counsel before any reliance or execution. Jurisdiction-specific law has not been independently verified.

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