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:
- Term - How long are you locked in?
- Termination - How do you get out?
- Liability - What's your exposure?
- Auto-renewal - Will it trap you?
- 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