Contract Review

contract-review

When to use

• A contract draft (MSA / SOW / vendor / licence / partner agreement) needs a position-aware, clause-by-clause review — the user states their party role and the review adjusts to what their side should fear.
• An existing contract is being negotiated and each load-bearing clause needs a GREEN / YELLOW / RED severity call plus a specific redline suggestion (not an edit).
• A non-lawyer needs the analysis that prepares the attorney conversation: what each clause binds, where the risk concentrates, what to ask for.

Do NOT use to issue a legal opinion (the licensed attorney decides — see legal-safety-floor), for the non-lawyer cognition layer that precedes a structured review (route to contracts-cognition), or for DPA / data-processing review (route to dpa-review).

Procedure

Step 0: Fix the party role and the jurisdiction

1. The user states their party role: buyer / seller / vendor / licensee / licensor (or the contract's own term). The review is asymmetric — a cap that protects the seller exposes the buyer. If the role is missing, STOP and ask once. Do not infer from prose.
2. Read the governing-law clause. If the contract is governed by a jurisdiction outside EU/DE scope, REFUSE the review: "This is governed by <jurisdiction> — outside this pack's EU/DE scope. Consult licensed local counsel." Never a stale guess for an out-of-scope jurisdiction.
3. Tag the output with Jurisdiction: EU or Jurisdiction: DE — the one you reasoned under.

Step 1: Establish the position profile

Read thresholds and acceptable positions from the legal-practice-profile (sibling skill). The skill ships no default legal positions — caps, notice windows, indemnity shapes, and acceptable-risk bands are the profile's, not the agent's.

Until the profile is configured, emit explicit [configure] placeholders (e.g. "indemnity cap acceptable band: [configure]") and say plainly that no position is being asserted.

Step 2: Map clauses to the risk taxonomy

Walk the contract clause by clause. Classify each against a public clause-risk reference (a CUAD-style 41-category taxonomy — named as a reference; no dataset is vendored): liability/indemnity, term/renewal/termination, IP/licence grant, confidentiality, data, governing law, audit, exclusivity/MFN, change-of-control, payment, warranty, assignment, and the rest.

For each clause, read it from the user's party role: "under what scenario does this fire, and who pays when it does?"

Step 3: Assign GREEN / YELLOW / RED per clause

• GREEN — standard, symmetric, within (or absent-of) the profile band. A triage signal, not a clearance.
• YELLOW — acceptable only with a named change, or carries role-specific risk worth surfacing.
• RED — unbounded, one-way against the user's role, or contradicts a [configure]/profile band. Leads the redline list.

Step 4: Produce redline SUGGESTIONS (never edits)

For each YELLOW/RED clause, write a specific suggested ask — the cap to add, the carve-out to remove, the notice window to extend — phrased as a proposal for counsel and the negotiation lead, not an applied edit to the document.

Step 5: Surface the open questions, refuse the final call

List what the licensed attorney must decide (which clauses are counsel-led vs commercial) and the open questions the review could not resolve. Do not issue a sign / don't-sign verdict.

Step 6: Emit the review artifacts

Produce review-frame.md and redline-suggestions.md (see Output). Every artifact carries the Jurisdiction: tag and the work-product line below.

⚠️ Attorney review required on material use. This is a draft for a licensed attorney, not legal advice and not a legal conclusion.

Related Skills

WHEN to use this

• Position-aware clause-by-clause review of a contract within EU/DE scope.
• The user knows their party role and wants per-clause severity + redline suggestions.

WHEN NOT to use this

• Mutual / one-way NDA quick read — route to nda-triage.
• DPA / Art. 28 / data-processing review — route to dpa-review.
• "Is this even a legal problem / what is this document" — route to legal-intake-triage.
• Non-lawyer cognition that precedes a structured review — route to contracts-cognition.

Obeys legal-safety-floor (rule): no final legal call, mandatory work-product line, EU/DE-only hard refusal, machine-checkable Jurisdiction: tag.

When the agent should load this

• "Review this contract from the buyer's side."
• "Redline this MSA — we're the vendor."
• "Is this indemnity clause a problem for us?"
• "Prüf diesen Vertrag aus unserer Sicht durch."
• "Worauf müssen wir als Lizenznehmer achten?"

Output

1. review-frame.md — party role, Jurisdiction: tag, position profile read (or [configure] placeholders), per-clause table with GREEN/YELLOW/RED severity + risk-taxonomy category + the firing scenario from the user's side. Carries the work-product line.
2. redline-suggestions.md — per YELLOW/RED clause, the specific suggested ask (cap / carve-out / notice window), phrased as a proposal for counsel — never an applied edit; plus the open questions and counsel-led vs commercial-led split. Carries the work-product line.

Gotcha

• The review is asymmetric: a GREEN for the seller can be a RED for the buyer. Re-run severity against the stated party role, never against "the contract" in the abstract.
• Severity is a triage signal, never a clearance — a GREEN clause is not a sign-off, and the agent never issues the sign / don't-sign call.
• The skill ships no default positions. A severity asserted without a profile band or a [configure] placeholder is a fabricated legal position — surface the gap, don't fill it.
• Out-of-scope governing law is a hard refusal, not a best-effort guess — a stale read of a jurisdiction the pack doesn't cover is worse than no read.
• Suggested redlines are proposals, not edits. Applying changes to the document silently strips the attorney's review gate.

Do NOT

• Do NOT issue a final legal call (sign / don't-sign / safe / unsafe) — surface analysis + open questions; the licensed attorney decides.
• Do NOT invent thresholds or acceptable positions — read them from legal-practice-profile or emit [configure].
• Do NOT review a contract governed by an out-of-scope jurisdiction — refuse and route to licensed local counsel.
• Do NOT emit any artifact without the Jurisdiction: tag and the verbatim attorney work-product line in the body.
• Do NOT apply redlines as edits — emit them as suggestions only.

Runnable example

Vendor-side review of a customer-drafted MSA, governed by German law.

• Step 0 — party role = vendor; governing law = Germany → in scope. Jurisdiction: DE.
• Step 1 — legal-practice-profile not yet configured → indemnity-cap band, notice-window floor, and acceptable-liability shape all emitted as [configure]; output states no position is asserted.
• Step 2 — clauses mapped: uncapped IP indemnity (liability/indemnity), 3-year auto-renewal / 90-day notice (term/renewal), MFN buried in pricing schedule (exclusivity/MFN), unilateral audit right (audit).
• Step 3 — severity from vendor's side: uncapped IP indemnity → RED; auto-renewal + short notice → YELLOW; MFN → RED (forecloses portfolio pricing); audit right → YELLOW.
• Step 4 — redline suggestions: cap IP indemnity at [configure]× ACV with carve-outs; extend notice to [configure] days, reduce renewal to 1 year; strike MFN or limit to identical SKU; bound audit frequency + notice.
• Step 5 — open questions: is the IP-indemnity carve-out scope counsel-led (yes); auto-renewal window is commercial-led. No sign / don't-sign verdict.
• Step 6 — emit review-frame.md + redline-suggestions.md, each tagged Jurisdiction: DE and carrying the attorney work-product line.