Review contract

Review Contract — Contract Reviewer

"Review any contract"

Works on pasted contract text or a file. No playbook required: deviations are measured against explicit market-standard positions, so every judgment is visible and overridable.

When to use

• "Review this MSA before tomorrow's call" — any contract that deserves more than a skim
• "Can we sign this vendor agreement as-is?" — a go/no-go read with fixes attached
• "What would you push back on here?" — building a negotiation position from scratch
• "They sent their redline back — does it hurt?" — re-review of a revised draft
• Standalone NDAs move faster through triage-nda; use this skill when confidentiality terms sit inside a bigger deal

Workflow

1. Ingest the contract (pasted text or file path). Record parties, which side we are, contract type, effective date, and any deadline mentioned.
2. Inventory the nine key clauses: term, termination, liability cap, indemnity, IP ownership/license, payment, confidentiality, governing law and disputes, auto-renewal. A missing clause is a finding, not a blank — mark it MISSING.
3. Benchmark each clause against market-standard positions, stated explicitly (e.g., liability capped at 12 months' fees and mutual; indemnity limited to third-party IP, bodily injury, and confidentiality claims; termination for cause with 30-day cure; auto-renewal with a 30-day-or-longer opt-out; no unilateral mid-term price increases).
4. Assign severity per finding — RED: dealbreaker or uncapped exposure, do not sign as-is; YELLOW: off-market but fixable with targeted language; GREEN: market or better. Quote the operative text verbatim under every RED and YELLOW.
5. Draft a redline for every RED and YELLOW: replacement language ready to paste into the document, not a description of what to change.
6. Order negotiation priorities: REDs first, ranked by exposure; then YELLOWs ranked by cost-to-fix, marking which are trade material ("give to get").
7. Assemble the report in the output format. When working in a folder, save it beside the contract as <contract-name>-review.md and report the path.

Output format

CONTRACT REVIEW — <contract name> — <date>
Parties: <counterparty> / <us> (we are the <customer/vendor/licensor/...>)
Type: <MSA / SaaS / services / license>   Deadline: <date or none>

CLAUSE INVENTORY
| Clause          | Present? | Severity | vs. market standard  |
|-----------------|----------|----------|----------------------|
| Term            | §<n>     | GREEN    | <one line>           |
| Termination     | §<n>     | YELLOW   | <one line>           |
| Liability cap   | MISSING  | RED      | uncapped by silence  |
| Indemnity       | §<n>     | <sev>    | <one line>           |
| IP              | §<n>     | <sev>    | <one line>           |
| Payment         | §<n>     | <sev>    | <one line>           |
| Confidentiality | §<n>     | <sev>    | <one line>           |
| Governing law   | §<n>     | <sev>    | <one line>           |
| Auto-renewal    | §<n>     | <sev>    | <one line>           |

FINDINGS
[RED] <clause> — <business impact, one line>
  Quote:   "<verbatim clause text>"
  Redline: "<paste-ready replacement language>"
[YELLOW] <clause> — <business impact, one line>
  Quote:   "<verbatim clause text>"
  Redline: "<paste-ready replacement language>"
[GREEN] <clauses at market or better — one line, no action>

NEGOTIATION PRIORITY
1. <RED finding> — must fix; walk away if refused
2. <RED finding> — must fix; fallback: <fallback position>
3. <YELLOW finding> — push; trade against <concession we can give>

*Issue-spotting support, not legal advice — engage counsel for binding decisions.*

Quality bar

• All nine key clauses inventoried; MISSING treated as a finding with severity
• Every RED and YELLOW quotes the clause verbatim — no paraphrase-only flags
• Every RED and YELLOW ships a paste-ready redline, not "negotiate this"
• Each severity justified in one line of plain business impact
• Negotiation order ranks by exposure and leverage, not page order
• Market-standard baseline stated wherever a deviation is flagged

Example

Invocation: "Review this SaaS agreement — we're the customer, they want it signed Friday." (contract pasted)

Produces: A review flagging RED on one-way indemnity ("Customer shall indemnify Provider against any and all claims arising from use of the Services") with a mutual, capped redline; YELLOW on a 12-month auto-renewal with a 90-day opt-out window; GREEN on payment and confidentiality. Negotiation priority puts indemnity first with a fallback cap at 12 months' fees, and marks the opt-out window as trade material.

Issue-spotting support, not legal advice — engage counsel for binding decisions.