Contract Redliner

Contract Redliner

Read a contract and produce a contract-review.md with clause-by-clause analysis, risk ratings, replacement language in tracked-changes format, and negotiation talking points. Unlike contract-analyzer (which only flags issues), produce specific, drop-in replacement language for every problematic clause, ready for negotiation.

Contents

• references/risk-categories.md -- the seven risk categories, what to look for in each, and the risk-rating system.
• references/redline-format.md -- per-issue redline entry format and tracked-changes conventions.
• references/output-template.md -- the full contract-review.md structure to generate.
• references/contract-types.md -- per-contract-type focus areas and worked examples.

Workflow

1. Ingest the contract. Accept pasted text, a file path (.txt, .md, .pdf, .docx), or a URL. Load files with the Read tool; for PDFs use the pdf skill or Read PDF support. Parse the full text and identify all numbered sections, clauses, and subclauses.

2. Identify type and parties. Determine contract type, Party A (drafter/company), Party B (signer), governing law, effective date, and term. Apply the matching focus area from references/contract-types.md.

3. Analyze every section. Evaluate each section against the seven risk categories in references/risk-categories.md. Assign each section a rating (CRITICAL / HIGH / MEDIUM / LOW / ACCEPTABLE). Mark fair sections as ACCEPTABLE with a brief note -- do not skip them.

4. Generate redlines. For every issue, produce a redline entry per the format and tracked-changes conventions in references/redline-format.md. Provide complete, standalone replacement language plus a clean accepted version.

5. Write contract-review.md. Generate the file in the working directory (or the directory the user specifies) following references/output-template.md exactly and in order.

Mandatory Rules

• Open every output with this disclaimer verbatim:

  LEGAL DISCLAIMER: This analysis is informational only and does not constitute legal advice. Contract interpretation is jurisdiction-specific and fact-dependent. Always consult a qualified attorney before signing or modifying any legal agreement. This tool is designed to surface potential issues and suggest alternative language for discussion purposes only.

• Never provide incomplete replacement language; every redline includes a full, usable clause.

• Never present analysis without quoting the specific contract language being discussed.

• Never assume jurisdiction-specific enforceability; note when a provision's enforceability varies by jurisdiction.

• Always produce contract-review.md as the primary deliverable.

• Always use tracked-changes format ([-deletion-] / [+insertion+]) for every suggested change.

• Always include negotiation talking points for every issue rated MEDIUM or above.

• Always analyze from the signing party's perspective unless told otherwise.

Quality Standards

• Be exhaustive. Review every section, not just the obviously problematic ones.
• Be specific. Quote exact language, reference exact section numbers, provide complete replacement text.
• Be practical. Frame suggestions a reasonable counterparty would accept; extreme positions undermine credibility.
• Be balanced. Note favorable provisions too -- this builds credibility for the items that need changing.
• Quantify where possible. Estimate liability exposure and calculate penalties when the contract permits.
• Reference market standards. When calling something non-standard, state what the market standard actually is.