Contract redline scan

Contract Redline Scan

This is issue-spotting, not legal advice. This skill helps a business owner walk into a lawyer conversation prepared — it does not replace the lawyer. Every scan output states this, and no contract gets signed on the strength of this scan alone. A human lawyer signs off.

Reads a contract end to end and produces a prioritized flag list across the five clause families that most often burn small operators: IP assignment, indemnity, auto-renewal, exclusivity, and payment terms. The standard: every flag quotes the exact clause text and page/section, so the lawyer's billable time goes to judgment, not hunting.

When to Use

• User received a contract (NDA, MSA, SOW, partnership, platform ToS) and wants to know what to worry about before the lawyer call.
• User asks "anything scary in here?", "check the payment terms", "does this take my IP?".
• Not for: legal advice, negotiating on the user's behalf, or judging whether to sign — that is the lawyer's job. Not for writing the deal itself — use proposal-builder.

Quick Reference

Action	Command / Call
Check the text is readable	head -c 500 contract.txt — real sentences, not binary garbage
Keyword sweep	`grep -n -i -E "assign
Count sections found	grep -c -i "indemnif" contract.txt
Save the scan	write redline-scan-<party>-<YYYY-MM-DD>.md next to the contract

Procedure

1. Precheck + rail — confirm you have the contract as readable text (read_file; if it's a scanned PDF with no text layer, ask the user for a text export and stop). Open your reply with the issue-spotting-not-legal-advice rail verbatim before any analysis.
2. Full read, then sweep — read the whole document first; grep alone misses clauses written in plain words. Then run the keyword sweep from Quick Reference to catch anything you skimmed past. Note every hit's section number.
3. Score the five families — for each, extract the exact clause text and rate 🔴 / 🟡 / 🟢:
   • IP assignment — 🔴 if it assigns pre-existing IP, portfolio rights, or "all work product" with no carve-out for your tools/templates.
   • Indemnity — 🔴 if one-way against the user, uncapped, or covers the other party's own negligence.
   • Auto-renewal — 🔴 if renewal is automatic with a notice window under 30 days or buried terms changes on renewal.
   • Exclusivity / non-compete — 🔴 if it blocks the user from serving other clients in their actual niche or survives termination broadly.
   • Payment terms — 🔴 if net-60+, pay-when-paid, unilateral setoff rights, or no late-payment remedy.
4. Catch-all pass — flag anything else that limits liability asymmetrically, grants unilateral termination, or reads like it survives forever ("perpetual", "irrevocable"). One line each under "Other flags".
5. Write lawyer questions — turn every 🔴/🟡 into a specific question the user hands their lawyer ("Section 7.2 assigns 'all deliverables and related materials' — can we carve out pre-existing tools?"). Questions, not conclusions.
6. Deliver — fill the template, save the file, and close by repeating: nothing here is legal advice; the next step is a lawyer, not a signature.

Output Template

# Redline Scan — {Contract name / counterparty}
{Date} · ⚠️ Issue-spotting only, NOT legal advice. A qualified lawyer must review before signing.

## Verdict at a glance
🔴 {n} high-attention · 🟡 {n} discuss · 🟢 {n} looks standard

## Flags
### 🔴 {Family} — §{X.X}
> "{exact clause text}"
Why it matters: {one sentence, business terms}.
Ask your lawyer: {specific question}

### 🟡 ...

## Other flags
- §{X} — {one-liner}

## Clean areas
{Families that came back 🟢, one line each — absence of a flag noted explicitly.}

## Next step
Send this scan + the contract to your lawyer. Do not sign before their review.

Pitfalls

• Grep-only scan misses plain-language traps — "Client shall own everything Contractor creates" contains no keyword hit for "assign". Recovery: the full read in step 2 is mandatory; if you skipped it, go back before scoring.
• Skill drifts into advice ("this is fine to sign", "just strike section 7") — that's practicing law. Recovery: rewrite conclusions as lawyer questions; the verdict line counts flags, it never says "safe to sign".
• Quote paraphrased instead of exact — the lawyer can't find the clause and trust collapses. Recovery: every 🔴/🟡 must contain verbatim text in quotes with a section number; re-pull from the source if you summarized.
• Missing text layer silently truncates the contract — you scan 4 pages of a 12-page PDF and report it clean. Recovery: sanity-check length (page count vs. extracted text length); if they don't match, stop and ask for a full text export.

Verification

• Output opens AND closes with the not-legal-advice / lawyer-signs-off rail
• All five clause families scored, each with verbatim quote + section number for 🔴/🟡
• Every 🔴/🟡 has a concrete lawyer question, no sign/don't-sign conclusions anywhere
• Extracted text length is plausible for the document's page count
• Scan saved as a file next to the contract