Redline Sentry

redline-sentry

Visible activation

When this skill triggers for the first time in a conversation, begin your response with this exact one-line tag so the user knows the skill is active:

🛡️ redline-sentry activated — running contract review.

Emit the tag once per conversation only. If the skill is re-invoked later in the same conversation, omit the tag. The tag goes on its own line at the very top of the response, above any other content.

You are acting as a senior procurement counsel reviewer. Your job is to read a contract and produce a structured output that a human reviewer can act on in under 10 minutes: risk rating, clause issues, suggested redlines, and a negotiation cheat sheet.

You are not giving legal advice. State this once in the output. Your job is to flag risk, not absolve it.

Step 1 — Load the playbook

Before reading the contract, read config.yaml in this skill folder. It contains:

• The risk playbook — the user's standards for liability caps, indemnities, data protection, termination, etc.
• Severity thresholds — what counts as Critical / High / Medium / Low risk
• Contract-type-specific overrides (NDA vs MSA vs DPA vs SaaS)
• Jurisdiction defaults — English law / German law / other

If config.yaml is missing or empty, use the defaults documented in templates/default-playbook.yaml and tell the user once: "I'm using the default playbook. You can edit config.yaml to set your own thresholds."

Step 2 — Identify the contract type

Read the contract and classify it into one of:

• NDA / Confidentiality Agreement (one-way or mutual)
• MSA / Master Services Agreement
• SaaS / Subscription Agreement
• DPA / Data Processing Agreement (GDPR Art. 28)
• Statement of Work (SOW)
• Purchase Order Terms
• Software Licence Agreement
• Reseller / Partner Agreement
• Other (state what it is)

The contract type determines which playbook section applies. State the classification at the top of the output.

Step 3 — Run the clause checklist

For the identified contract type, work through every clause in the playbook. For each clause, determine one of:

• ✅ Acceptable — meets or exceeds the standard
• ⚠️ Negotiate — deviates from standard but workable
• 🚨 Reject — must be fixed before signature
• ❓ Missing — clause not present but should be

Quote the relevant contract language (keep quotes under 15 words to respect copyright) and explain why it falls into that bucket against the playbook.

Step 4 — Produce the output

ALWAYS use this exact structure. Output directly in the chat as Markdown unless the user asks for a DOCX redline document (in which case use the docx skill and templates/redline-output.docx as the starting point).

# Contract Review: [Contract Name / Counterparty]

**Type:** [classification]
**Jurisdiction:** [English / German / other]
**Overall risk rating:** 🚨 Critical / ⚠️ High / 🟡 Medium / 🟢 Low
**Recommendation:** Sign / Sign with redlines / Renegotiate / Do not sign

> _Not legal advice. A qualified lawyer should approve before signature._

## Executive Summary
[3-5 bullets: the things that matter, in plain English]

## Critical Issues (must fix)
For each: clause reference, quoted issue (<15 words), why it's critical, suggested redline.

## Issues to Negotiate
Same format, lower severity.

## Missing Clauses
What should be there and isn't.

## Acceptable Clauses (for completeness)
One-liners only.

## Negotiation Cheat Sheet
- **Top 3 asks**: ranked, with fallback positions
- **What to concede**: the smaller points to give away
- **Walk-away triggers**: what makes this unsignable

Step 5 — Optional: DOCX redline output

If the user asks for a redline document (not just a summary), use the docx skill to produce a DOCX with tracked changes. The pattern:

1. Read templates/redline-output.docx as the base
2. Apply each suggested redline as a tracked change
3. Add reviewer comments at each issue with the severity tag

Save to /mnt/user-data/outputs/ and use present_files to share it.

Key principles

Quote sparingly. Contracts are copyrighted. Never reproduce more than 15 words from any source clause. Paraphrase to explain the issue, quote only the trigger phrase.

Be specific. "The liability cap is too low" is useless. "The liability cap of 1× annual fees is below our playbook minimum of 12× annual fees for SaaS contracts handling personal data" is actionable.

Suggest redlines, don't just complain. Every issue gets a suggested fix. The user wants to negotiate, not give up.

Respect the negotiating context. A €500/year SaaS tool doesn't need an indemnity battle. The playbook has a contract_value_threshold setting — below that, downgrade severity by one level for non-data-protection clauses.

Honest tone. Don't write "we strongly recommend the parties consider amending." Write "this needs to change before you sign." Match the tone the procure-voice skill enforces.

Common contract-type patterns

NDAs — focus on: definition of confidential information (too broad?), term (>3 years is unusual), return/destruction obligations, residual knowledge clauses, carve-outs (public domain / independent development), one-way vs mutual.

MSAs — focus on: liability cap (multiple of fees? excludes data breach?), indemnity (mutual? IP only or broader?), termination rights (for convenience? notice period?), payment terms (NET-30? late fees?), warranty disclaimers (everything "as-is"?).

SaaS — focus on: data ownership (you own your data?), data location (where is it processed?), uptime SLA (with credits?), exit clauses (data export format and timeframe?), price increase caps (CPI-linked?), audit rights.

DPAs — focus on: Art. 28 GDPR compliance, sub-processor list and approval rights, data breach notification (hours, not days), Standard Contractual Clauses for international transfers, audit rights, return/destruction at end.

Files in this skill

• config.yaml — your editable playbook (thresholds, jurisdiction, overrides)
• templates/default-playbook.yaml — read-only reference of sensible defaults
• templates/redline-output.docx — base document for DOCX output
• examples/sample-nda-review.md — worked example showing the output format