# Review Contract > 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. - Skill: `cslawyer1985/review-contract` (Agent Skill) - Install (CLI): `npx skillmds@latest add cslawyer1985/review-contract` - Raw SKILL.md: https://api.skillmd.com/api/skills/cslawyer1985/review-contract/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: cslawyer1985 (https://skillmd.com/u/cslawyer1985) - Updated: 2026-09-17 - Page: https://skillmd.com/skills/cslawyer1985/review-contract --- # /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 ``` 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. 2. **Determine the user's side**: Vendor, customer, licensor, licensee, partner. 3. **Read the entire contract** before flagging issues. 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 | ### Step 5: Flag Deviations Classify each deviation from the playbook using a three-tier system: #### GREEN -- Acceptable The clause aligns with or is better than the organization's standard position. **Action**: Note for awareness. No negotiation needed. #### YELLOW -- Negotiate The clause falls outside the standard position but within a negotiable range. **Action**: Generate specific redline language. Provide fallback position. Estimate business impact. #### RED -- Escalate The clause falls outside acceptable range, triggers a defined escalation criterion, or poses material risk. **Action**: Explain the specific risk. Provide market-standard alternative language. Estimate exposure. Recommend escalation path. ### Step 6: Generate Redline Suggestions For each YELLOW and RED deviation, provide: - **Current language**: Quote the relevant contract text - **Suggested redline**: Specific alternative language - **Rationale**: Brief explanation suitable for sharing with the counterparty - **Priority**: Whether this is a must-have or nice-to-have in negotiation ### Step 7: Business Impact Summary Provide a summary section covering: - **Overall risk assessment**: High-level view of the contract's risk profile - **Top 3 issues**: The most important items to address - **Negotiation strategy**: Recommended approach (which issues to lead with, what to concede) - **Timeline considerations**: Any urgency factors affecting the negotiation approach #### Negotiation Priority Framework **Tier 1 -- Must-Haves (Deal Breakers)** Issues where the organization cannot proceed without resolution. **Tier 2 -- Should-Haves (Strong Preferences)** Issues that materially affect risk but have negotiation room. **Tier 3 -- Nice-to-Haves (Concession Candidates)** Issues that improve the position but can be conceded strategically. **Negotiation strategy**: Lead with Tier 1 items. Trade Tier 3 concessions to secure Tier 2 wins. Never concede on Tier 1 without escalation. ## Output Format ``` ## Contract Review Summary **Document**: [contract name/identifier] **Parties**: [party names and roles] **Your Side**: [vendor/customer/etc.] **Deadline**: [if provided] **Review Basis**: [Playbook / Generic Standards] ## Key Findings [Top 3-5 issues with severity flags] ## Clause-by-Clause Analysis ### [Clause Category] -- [GREEN/YELLOW/RED] **Contract says**: [summary of the provision] **Playbook position**: [your standard] **Deviation**: [description of gap] **Business impact**: [what this means practically] **Redline suggestion**: [specific language, if YELLOW or RED] [Repeat for each major clause] ## Negotiation Strategy [Recommended approach, priorities, concession candidates] ## Next Steps [Specific actions to take] ``` ## Notes - If the contract is in a language other than English, note this and ask if the user wants a translation or review in the original language - For very long contracts (50+ pages), offer to focus on the most material sections first and then do a complete review - Always remind the user that this analysis should be reviewed by qualified legal counsel before being relied upon for legal decisions