nous-hermeshub /cs:gc-review — General Counsel Forcing Questions
Command: /cs:gc-review <plan>
The General Counsel lens. Six questions before any contract, term sheet, IP move, or regulatory commitment. This is a lane gstack has zero of — and one where a single missed clause costs more than a year of engineering.
⚠️ Not legal advice. This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions.
When to Run
- Before signing any contract > $100K or > 1 year
- Before issuing equity (employee grants, advisor grants)
- Before a term sheet response
- Before entering a regulated market (healthcare, fintech, defense)
- Before any open-source license decision in core IP
- Before an M&A LOI
The Six GC Questions
1. IP Ownership
Who owns the IP being created or shared in this transaction?
- Work-for-hire vs license vs joint.
- For employees and contractors: written IP assignment in place?
- For OSS: license compatibility checked?
2. Liability & Indemnity
What's the liability cap, and what's carved out from it?
- Standard cap: 12 months of fees.
- Carve-outs: IP infringement, data breach, willful misconduct.
- Mutual indemnity desirable.
3. Data Processing
What personal data is involved, and is a DPA in place?
- GDPR / CCPA scope?
- Subprocessor flow-down?
- Data residency requirements?
4. Termination & Renewal
What's the termination right, what's the notice period, and what's auto-renew?
- Termination for convenience vs cause.
- Notice period (30 / 60 / 90 days).
- Auto-renewal trap?
5. Regulatory Surface
Does this expose the company to a new regulatory regime?
- Healthcare → HIPAA.
- Fintech → BSA/AML, state money-transmitter.
- Medical device → FDA, MDR, ISO 13485.
- Data → GDPR, CCPA, state breach laws.
6. Employment / Equity
If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment?
- Misclassification risk?
- Equity vesting standard (4-year, 1-year cliff)?
- Acceleration triggers?
- 409A current?
Workflow
- Read the contract / term sheet end to end
- Run the six questions
- Identify the top-3 issues that need outside counsel review
- Apply the verdict
Output Format
# GC Review: <plan>
**Date:** YYYY-MM-DD
## Document
- Type: <contract / term sheet / grant / DPA>
- Counterparty: <name>
- $ value or scope: <amount>
## Issues
| # | Issue | Risk | Recommendation |
|---|---|---|---|
| 1 | <e.g., uncapped IP indemnity> | HIGH | Cap at fees paid, mutual |
| 2 | <e.g., 5-year auto-renew> | MED | 1-year max, 60-day notice |
| 3 | <e.g., no DPA, EU data> | HIGH | Require DPA before sign |
## Regulatory Trigger
- New regime triggered? <yes/no>
- Specific frameworks: <HIPAA / GDPR / etc.>
## Outside Counsel Action Items
- [ ] <specific item 1>
- [ ] <specific item 2>
- [ ] <specific item 3>
## Verdict
🟢 SIGN AS-IS (rare)
🟡 NEGOTIATE — counter on top-3 issues
🔴 DO NOT SIGN — material risk
Routing
/cs:ciso-review— for any data-touching contract/cs:cfo-review— for any commitment > 1 year or > 1% of revenue/cs:decide— log the verdict after outside counsel review
Workflow Integration with general-counsel-advisor skill
Since v2.5.1, this command is backed by a full skill at ../../../skills/general-counsel-advisor/ with two Python tools:
# Automated contract scan (12 founder-killer patterns)
python ../../../skills/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt
# Term sheet scoring (0-100 founder-friendliness)
python ../../../skills/general-counsel-advisor/scripts/term_sheet_analyzer.py path/to/term_sheet.json
The cs-general-counsel-advisor agent orchestrates both tools plus 3 references (contracts playbook, IP + regulatory, term sheet decoder).
Related
- Skill:
general-counsel-advisor— full skill with Python tools + references - Agent:
cs-general-counsel-advisor - Compliance execution:
../../../../ra-qm-team/ - Adjacent:
../../../skills/ma-playbook/
Version: 1.0.0