/review-contract

name: review-contract
description: Review a contract against your organization's negotiation playbook — flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis against standard positions, or when preparing a negotiation strategy with prioritized redlines and fallback positions.
argument-hint: "<contract file or text>"

/review-contract -- Contract Review Against Playbook

> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).

Review a contract against your organization's negotiation playbook. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.

**Important**: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.

Invocation

/review-contract <contract file or URL>

Review the contract: @$1

Workflow

Step 1: Accept the Contract

Accept the contract in any of these formats:

• **File upload**: PDF, DOCX, or other document format
• **URL**: Link to a contract in your CLM, cloud storage (e.g., Box, Egnyte, SharePoint), or other document system
• **Pasted text**: Contract text pasted directly into the conversation

If no contract is provided, prompt the user to supply one.

Step 2: Gather Context

Ask the user for context before beginning the review:

1. **Which side are you on?** (vendor/supplier, customer/buyer, licensor, licensee, partner -- or other) 2. **Deadline**: When does this need to be finalized? (Affects prioritization of issues) 3. **Focus areas**: Any specific concerns? (e.g., "data protection is critical", "we need flexibility on term", "IP ownership is the key issue") 4. **Deal context**: Any relevant business context? (e.g., deal size, strategic importance, existing relationship)

If the user provides partial context, proceed with what you have and note assumptions.

Step 3: Load the Playbook

Look for the organization's contract review playbook in local settings (e.g., `legal.local.md` or similar configuration files).

The playbook should define:

• **Standard positions**: The organization's preferred terms for each major clause type
• **Acceptable ranges**: Terms that can be agreed to without escalation
• **Escalation triggers**: Terms that require senior counsel review or outside counsel involvement

**If no playbook is configured:**

• Inform the user that no playbook was found
• Offer two options:

1. Help the user set up their playbook (walk through defining positions for key clauses) 2. Proceed with a generic review using widely-accepted commercial standards as the baseline

• If proceeding generically, clearly note that the review is based on general commercial standards, not the organization's specific positions

Step 4: Clause-by-Clause Analysis

Apply the following review process:

1. **Identify the contract type**: SaaS agreement, professional services, license, partnership, procurement, etc. The contract type affects which clauses are most material. 2. **Determine the user's side**: Vendor, customer, licensor, licensee, partner. This fundamentally changes the analysis (e.g., limitation of liability protections favor different parties). 3. **Read the entire contract** before flagging issues. Clauses interact with each other (e.g., an uncapped indemnity may be partially mitigated by a broad limitation of liability). 4. **Analyze each material clause** against the playbook position. 5. **Consider the contract holistically**: Are the overall risk allocation and commercial terms balanced?

Analyze the contract systematically, covering at minimum:

| Clause Category | Key Review Points | |----------------|-------------------| | **Limitation of Liability** | Cap amount, carveouts, mutual vs. unilateral, consequential damages | | **Indemnification** | Scope, mutual vs. unilateral, cap, IP infringement, data breach | | **IP Ownership** | Pre-existing IP, developed IP, work-for-hire, license grants, assignment | | **Data Protection** | DPA requirement, processing terms, sub-processors, breach notification, cross-border transfers | | **Confidentiality** | Scope, term, carveouts, return/destruction obligations | | **Representations & Warranties** | Scope, disclaimers, survival period | | **Term & Termination** | Duration, renewal, termination for convenience, termination for cause, wind-down | | **Governing Law & Dispute Resolution** | Jurisdiction, venue, arbitration vs. litigation | | **Insurance** | Coverage requirements, minimums, evidence of coverage | | **Assignment** | Consent requirements, change of control, exceptions | | **Force Majeure** | Scope, notification, termination rights | | **Payment Terms** | Net terms, late fees, taxes, price escalation |

For each clause, assess against the playbook (or generic standards) and note whether it is present, absent, or unusual.

Detailed Clause Guidance

Limitation of Liability

**Key elements to review:**

• Cap amount (fixed dollar amount, multiple of fees, or uncapped)
• Whether the cap is mutual or applies differently to each party
• Carveouts from the cap (what liabilities are uncapped)
• Whether consequential, indirect, special, or punitive damages are excluded
• Whether the exclusion is mutual
• Carveouts from the consequential damages exclusion
• Whether the cap applies per-claim, per-year, or aggregate

**Common issues:**

• Cap set at a fraction of fees paid (e.g., "fees paid in the prior 3 months" on a low-value contract)
• Asymmetric carveouts favoring the drafter
• Broad carveouts that effectively eliminate the cap (e.g., "any breach of Section X" where Section X covers most obligations)
• No consequential damages exclusion for one party's breaches

Indemnification

**Key elements to review:**

• Whether indemnification is mutual or un