Purpose
A first-pass review fails in one specific way: it comments on the clauses that are
present and never notices the clause that is absent. Absence is invisible to
reading. This skill runs the inventory before the critique, grades every finding,
and hands a qualified reviewer a list of decisions rather than a list of
observations.
Data classification
Confidential, and frequently privileged. Contracts under negotiation, and any
material touching a dispute, are among the most sensitive documents in a business.
STOP CONDITIONS:
| Trigger |
Action |
| The material is or may be legally privileged — counsel's advice, litigation strategy, an investigation file, a without-prejudice communication |
Stop. State that privileged material should not be processed here and that onward handling can waive privilege. Do not summarise, quote, or excerpt it. |
| The contract relates to live or threatened litigation, a regulatory investigation, or a settlement |
Stop. Route to counsel. |
| Personal data of named individuals appears beyond signature blocks — employee records, customer lists, special-category data |
Stop. Ask for it to be removed; the clause language is what is under review, not the schedules of data. |
| The user asks for a conclusion on enforceability, validity, or the law of a jurisdiction |
Stop short of the conclusion. Frame it as a question for a qualified lawyer admitted in that jurisdiction, and state which facts the answer turns on. |
| Counterparty screening flags — sanctions, export control, politically exposed persons |
Stop the commercial review and route to compliance before terms are discussed. |
NON-FABRICATION RULE. Never state what a clause says without quoting it and
citing its number. Never assert that a term is "market standard" without the
playbook or comparator that establishes it. Never infer a missing clause's content
from the contract type, the counterparty's reputation, or a previous version of
the agreement. If only part of the agreement was supplied — schedules, annexes,
order forms and incorporated policies are routinely where the liability actually
sits — list what is missing by name and state that the review is incomplete
without it. This skill produces a reviewer's issue list. It is not legal advice
and does not replace review by a qualified lawyer.
Prerequisites
- Inputs (mandatory): the full agreement including all schedules, annexes,
order forms and any incorporated documents referenced by URL or title.
- Inputs (needed to flag "non-standard"): the organisation's playbook,
standard terms, or agreed fallback positions. Without them, findings can be
listed but not graded as deviations.
- Inputs (needed for context): which party the user is; the deal value and
term; whether personal data will be processed; which jurisdictions are involved.
Ask — governing law, mandatory terms and enforceability differ, and this skill
must not assume one jurisdiction's rules apply.
- Access: none required.
If schedules are missing, name them and stop before grading risk.
Procedure
1. Establish the frame
Contract type · which side you are on · value and duration · whether personal data,
regulated activity, or IP creation is involved · governing law and forum as
drafted. These determine the expected clause set; getting them wrong invalidates
everything downstream.
2. Run the presence inventory — absences first
Mark each: PRESENT (clause ref) · PARTIAL · ABSENT · NOT APPLICABLE (reason).
| Clause |
Watch for |
| Parties and correct legal entities |
Trading name instead of the contracting entity; wrong group company |
| Scope / specification |
Scope by reference to a document that does not exist yet |
| Term, renewal, notice |
Auto-renewal with a long notice window; notice measured from an unclear date |
| Charges, escalation, disputed invoices |
Uncapped indexation; no right to withhold disputed amounts |
| Payment terms and interest |
Terms conflicting with the order form |
| Limitation of liability |
The cap's basis, the carve-outs both ways, exclusion of indirect loss, whether the cap is per claim or aggregate |
| Indemnities |
Uncapped and one-way indemnities; whether they sit inside or outside the cap |
| Warranties and remedies |
Remedy stated as sole and exclusive |
| IP ownership and licence |
Who owns work product; licence scope, sublicensing, survival on termination |
| Confidentiality |
Duration; carve-outs; return or destruction |
| Data protection terms |
Roles of the parties, purpose limitation, sub-processors, transfer mechanism, breach notification period, audit, deletion |
| Security requirements |
Whether standards are named or left to "industry standard" |
| Service levels and credits |
Credits as sole remedy; measurement owned solely by the supplier |
| Termination rights |
For convenience, for cause, cure period, effect of termination, transition assistance |
| Assignment and change of control |
Consent rights on both sides |
| Subcontracting |
Consent, and liability for subcontractors |
| Insurance |
Types, limits, evidence |
| Force majeure |
Whether it covers payment; duration before termination |
| Audit rights |
Frequency, cost, scope |
| Non-solicitation, exclusivity, MFN |
Scope and duration; exclusivity granted inadvertently |
| Anti-bribery, sanctions, export, modern slavery |
Presence and mutuality |
| Publicity and reference use |
Use of name and logo without consent |
| Governing law, jurisdiction, dispute escalation |
Mismatch between law and forum; arbitration seat and rules |
| Entire agreement, order of precedence, variation |
Precedence clause contradicting the schedules |
| Notices |
Email validity for formal notices |
| Survival |
Which obligations survive termination |
ABSENT rows are findings in their own right and go in the output even when the
user only asked about specific clauses.
3. Flag deviations against the playbook
For each present clause, compare to the standard position. Record: clause ref ·
quoted text · the standard position · the deviation · the effect. Without a
playbook, mark NO STANDARD SUPPLIED — deviation not assessable rather than
substituting a general sense of what is usual.
4. Grade every finding
| Grade |
Meaning |
Action |
| Critical |
Unlimited or unquantifiable exposure; regulatory breach; loss of core IP; cannot be performed as drafted |
Do not sign. Escalate to counsel. |
| High |
Material commercial or legal exposure; a right the business needs is missing |
Must be negotiated; needs an approved fallback |
| Medium |
Unfavourable but bounded and quantifiable |
Negotiate; accept with a recorded rationale |
| Low |
Housekeeping, drafting, internal inconsistency |
Fix if the document is open anyway |
| Note |
Operational obligation that someone must actually deliver |
Assign an owner before signature |
The Note grade matters more than it looks: an accepted audit-rights or reporting
obligation with no internal owner becomes a breach quietly.
5. Also read for internal consistency
Defined terms used but never defined · precedence clause versus the schedules ·
cross-references pointing at renumbered clauses · liability cap contradicted by an
indemnity · notice periods that conflict between clauses · a signature block for
an entity not named as a party. These are cheap to find and expensive to miss.
6. Output
Deliver: frame · inventory table with absences · deviation table with quoted text ·
graded findings with proposed position and fallback · the internal-consistency list ·
open questions for a qualified lawyer · an explicit statement of what was not
supplied and therefore not reviewed. Close with the standing caveat that this is a
structured first pass for a qualified reviewer.
Boundaries
- Not for giving legal advice, opining on enforceability, or deciding to sign.
- Not for drafting internal policies or standards — that is
legal-compliance-policy-drafting.
- Not for assessing how a new law affects the business — that is
legal-compliance-regulatory-change-impact.
- Not for anything privileged or dispute-related. Route to counsel.
Hand-offs
- Receives from: procurement or the deal owner, with the full document set.
- Routes to:
legal-compliance-regulatory-change-impact when a clause exists only
because of a regulatory obligation that may itself have changed.
- Routes to: the internal audit / assurance function (outside this skill set)
when executed contracts are requested as evidence.
- Routes to:
finance-budget-vs-actual-commentary when price escalation or
committed-spend terms change the forecast.
1---2name: legal-compliance-contract-review3description: Produces a structured first-pass contract review: a clause inventory against the expected set for the contract type, non-standard terms flagged against the supplied playbook, missing provisions listed as absences, and every issue risk-graded with a proposed position — while never asserting a legal conclusion the supplied text does not support. Use when reviewing an inbound contract, comparing a counterparty's redlines to a fallback position, checking what is missing from a draft, triaging a queue of agreements, or preparing a summary for a qualified reviewer. Trigger on 'review this contract', 'check this MSA', 'what's missing from this agreement', 'redline', 'non-standard clause', 'NDA review', 'supplier agreement', 'terms and conditions review'. Not for drafting an internal policy or standard (use legal-compliance-policy-drafting) or for assessing a new rule's effect across the business (use legal-compliance-regulatory-change-impact).4---56## Purpose78A first-pass review fails in one specific way: it comments on the clauses that are9present and never notices the clause that is absent. Absence is invisible to10reading. This skill runs the inventory before the critique, grades every finding,11and hands a qualified reviewer a list of decisions rather than a list of12observations.1314## Data classification1516**Confidential, and frequently privileged.** Contracts under negotiation, and any17material touching a dispute, are among the most sensitive documents in a business.1819**STOP CONDITIONS:**2021| Trigger | Action |22| --- | --- |23| The material is or may be legally privileged — counsel's advice, litigation strategy, an investigation file, a without-prejudice communication | Stop. State that privileged material should not be processed here and that onward handling can waive privilege. Do not summarise, quote, or excerpt it. |24| The contract relates to live or threatened litigation, a regulatory investigation, or a settlement | Stop. Route to counsel. |25| Personal data of named individuals appears beyond signature blocks — employee records, customer lists, special-category data | Stop. Ask for it to be removed; the clause language is what is under review, not the schedules of data. |26| The user asks for a conclusion on enforceability, validity, or the law of a jurisdiction | Stop short of the conclusion. Frame it as a question for a qualified lawyer admitted in that jurisdiction, and state which facts the answer turns on. |27| Counterparty screening flags — sanctions, export control, politically exposed persons | Stop the commercial review and route to compliance before terms are discussed. |2829**NON-FABRICATION RULE.** Never state what a clause says without quoting it and30citing its number. Never assert that a term is "market standard" without the31playbook or comparator that establishes it. Never infer a missing clause's content32from the contract type, the counterparty's reputation, or a previous version of33the agreement. If only part of the agreement was supplied — schedules, annexes,34order forms and incorporated policies are routinely where the liability actually35sits — list what is missing by name and state that the review is incomplete36without it. **This skill produces a reviewer's issue list. It is not legal advice37and does not replace review by a qualified lawyer.**3839## Prerequisites4041- **Inputs (mandatory):** the full agreement including all schedules, annexes,42 order forms and any incorporated documents referenced by URL or title.43- **Inputs (needed to flag "non-standard"):** the organisation's playbook,44 standard terms, or agreed fallback positions. Without them, findings can be45 listed but not graded as deviations.46- **Inputs (needed for context):** which party the user is; the deal value and47 term; whether personal data will be processed; which jurisdictions are involved.48 Ask — governing law, mandatory terms and enforceability differ, and this skill49 must not assume one jurisdiction's rules apply.50- **Access:** none required.5152If schedules are missing, name them and stop before grading risk.5354## Procedure5556### 1. Establish the frame5758Contract type · which side you are on · value and duration · whether personal data,59regulated activity, or IP creation is involved · governing law and forum as60drafted. These determine the expected clause set; getting them wrong invalidates61everything downstream.6263### 2. Run the presence inventory — absences first6465Mark each: `PRESENT (clause ref)` · `PARTIAL` · `ABSENT` · `NOT APPLICABLE (reason)`.6667| Clause | Watch for |68| --- | --- |69| Parties and correct legal entities | Trading name instead of the contracting entity; wrong group company |70| Scope / specification | Scope by reference to a document that does not exist yet |71| Term, renewal, notice | Auto-renewal with a long notice window; notice measured from an unclear date |72| Charges, escalation, disputed invoices | Uncapped indexation; no right to withhold disputed amounts |73| Payment terms and interest | Terms conflicting with the order form |74| Limitation of liability | The cap's basis, the carve-outs both ways, exclusion of indirect loss, whether the cap is per claim or aggregate |75| Indemnities | Uncapped and one-way indemnities; whether they sit inside or outside the cap |76| Warranties and remedies | Remedy stated as sole and exclusive |77| IP ownership and licence | Who owns work product; licence scope, sublicensing, survival on termination |78| Confidentiality | Duration; carve-outs; return or destruction |79| Data protection terms | Roles of the parties, purpose limitation, sub-processors, transfer mechanism, breach notification period, audit, deletion |80| Security requirements | Whether standards are named or left to "industry standard" |81| Service levels and credits | Credits as sole remedy; measurement owned solely by the supplier |82| Termination rights | For convenience, for cause, cure period, effect of termination, transition assistance |83| Assignment and change of control | Consent rights on both sides |84| Subcontracting | Consent, and liability for subcontractors |85| Insurance | Types, limits, evidence |86| Force majeure | Whether it covers payment; duration before termination |87| Audit rights | Frequency, cost, scope |88| Non-solicitation, exclusivity, MFN | Scope and duration; exclusivity granted inadvertently |89| Anti-bribery, sanctions, export, modern slavery | Presence and mutuality |90| Publicity and reference use | Use of name and logo without consent |91| Governing law, jurisdiction, dispute escalation | Mismatch between law and forum; arbitration seat and rules |92| Entire agreement, order of precedence, variation | Precedence clause contradicting the schedules |93| Notices | Email validity for formal notices |94| Survival | Which obligations survive termination |9596`ABSENT` rows are findings in their own right and go in the output even when the97user only asked about specific clauses.9899### 3. Flag deviations against the playbook100101For each present clause, compare to the standard position. Record: clause ref ·102quoted text · the standard position · the deviation · the effect. Without a103playbook, mark `NO STANDARD SUPPLIED — deviation not assessable` rather than104substituting a general sense of what is usual.105106### 4. Grade every finding107108| Grade | Meaning | Action |109| --- | --- | --- |110| Critical | Unlimited or unquantifiable exposure; regulatory breach; loss of core IP; cannot be performed as drafted | Do not sign. Escalate to counsel. |111| High | Material commercial or legal exposure; a right the business needs is missing | Must be negotiated; needs an approved fallback |112| Medium | Unfavourable but bounded and quantifiable | Negotiate; accept with a recorded rationale |113| Low | Housekeeping, drafting, internal inconsistency | Fix if the document is open anyway |114| Note | Operational obligation that someone must actually deliver | Assign an owner before signature |115116The `Note` grade matters more than it looks: an accepted audit-rights or reporting117obligation with no internal owner becomes a breach quietly.118119### 5. Also read for internal consistency120121Defined terms used but never defined · precedence clause versus the schedules ·122cross-references pointing at renumbered clauses · liability cap contradicted by an123indemnity · notice periods that conflict between clauses · a signature block for124an entity not named as a party. These are cheap to find and expensive to miss.125126### 6. Output127128Deliver: frame · inventory table with absences · deviation table with quoted text ·129graded findings with proposed position and fallback · the internal-consistency list ·130open questions for a qualified lawyer · an explicit statement of what was not131supplied and therefore not reviewed. Close with the standing caveat that this is a132structured first pass for a qualified reviewer.133134## Boundaries135136- **Not for** giving legal advice, opining on enforceability, or deciding to sign.137- **Not for** drafting internal policies or standards — that is138 `legal-compliance-policy-drafting`.139- **Not for** assessing how a new law affects the business — that is140 `legal-compliance-regulatory-change-impact`.141- **Not for** anything privileged or dispute-related. Route to counsel.142143## Hand-offs144145- Receives from: procurement or the deal owner, with the full document set.146- Routes to: `legal-compliance-regulatory-change-impact` when a clause exists only147 because of a regulatory obligation that may itself have changed.148- Routes to: the internal audit / assurance function (outside this skill set)149 when executed contracts are requested as evidence.150- Routes to: `finance-budget-vs-actual-commentary` when price escalation or151 committed-spend terms change the forecast.
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