Legal Notque

Legal Workflows

Analysis support for in-house legal teams. Contract review, compliance checks, NDA triage, risk assessment, legal writing, and response generation.

Disclaimer: Analysis support, not legal advice. Review by qualified counsel required.

Mode Detection

Classify the request into one mode before proceeding. If the request spans modes, choose the primary and note the secondary.

Reference Loading Table

Load only the references required by the detected mode.

Always load references/llm-legal-failure-modes.md for every mode. LLM failure awareness is non-negotiable in legal work.

Mode: CONTRACT

Framework: INTAKE -> ANALYZE -> FLAG -> REDLINE -> STRATEGIZE

Phase 1: INTAKE -- Accept the contract and gather context.

• Accept contract as file, pasted text, or URL reference
• Determine: which side the user is on (vendor/customer/licensor/licensee/partner), deadline, focus areas, deal context (size, strategic importance, existing relationship)
• If user provides partial context, proceed and note assumptions

Phase 2: ANALYZE -- Clause-by-clause review.

Load references/contract-review.md for the full clause analysis methodology.

1. Identify contract type (SaaS, services, license, procurement, partnership)
2. Read entire contract before flagging -- clauses interact (uncapped indemnity may be mitigated by broad LOL)
3. Analyze each material clause against playbook or market-standard positions
4. Cover at minimum: LOL, indemnification, IP, data protection, confidentiality, reps/warranties, term/termination, governing law, insurance, assignment, force majeure, payment

Gate: Every material clause analyzed. No clause reviewed in isolation.

Phase 3: FLAG -- Classify deviations.

Phase 4: REDLINE -- Generate specific alternative language for YELLOW and RED items.

Each redline includes: current language (exact quote), proposed language, rationale (suitable for counterparty), priority (must-have / should-have / nice-to-have), fallback position.

Phase 5: STRATEGIZE -- Negotiation strategy.

• Tier 1 (deal breakers): uncapped liability, missing DPA for regulated data, IP jeopardizing core assets, regulatory conflicts
• Tier 2 (strong preferences): LOL adjustments, indemnification scope, termination flexibility, audit rights
• Tier 3 (concession candidates): preferred governing law, notice periods, minor definitions, insurance certificates

Lead with Tier 1. Trade Tier 3 to secure Tier 2. Escalate before making any Tier 1 concession.

Gate: Top 3 issues identified. Negotiation priority established. Concession candidates named.

Output format:

## Contract Review Summary
**Document**: [name] | **Parties**: [names] | **Side**: [role] | **Basis**: [Playbook/Generic]

## Key Findings
[Top 3-5 issues with severity flags]

## Clause-by-Clause Analysis
### [Clause] -- [GREEN/YELLOW/RED]
**Contract says**: ... | **Standard**: ... | **Deviation**: ... | **Impact**: ... | **Redline**: ...

## Negotiation Strategy
[Priorities, concessions, approach]

Mode: COMPLIANCE

Framework: SCOPE -> MAP -> ASSESS -> RECOMMEND

Phase 1: SCOPE -- Understand the proposed action.

• What is being done (feature launch, data processing, marketing campaign, new vendor)
• What data is involved (personal data categories, sensitive data, regulated data)
• Which geographies (determines applicable regulations)
• Who is affected (customers, employees, partners, public)

Phase 2: MAP -- Identify applicable regulations.

Load references/compliance-frameworks.md for regulation-specific requirements.

Map all potentially applicable frameworks. Check for overlapping or conflicting requirements across jurisdictions.

Phase 3: ASSESS -- Check each requirement.

For each risk area, assess severity and mitigation path.

Phase 4: RECOMMEND -- Prioritized action list with approvals needed.

Gate: All applicable regulations identified. Requirements checked. Approvals mapped.

Output: Quick assessment (Proceed / Proceed with conditions / Requires further review), applicable regulations table, requirements checklist, risk areas, recommended actions, approvals needed.

Mode: NDA

Framework: ACCEPT -> SCREEN -> CLASSIFY -> REPORT

Load references/nda-triage.md for the full screening checklist and common deviations catalog.

Phase 1: ACCEPT -- Accept NDA in any format.

Phase 2: SCREEN -- Systematic evaluation against 10 screening criteria.

Agreement structure, definition scope, receiving party obligations, standard carveouts (public knowledge, prior possession, independent development, third-party receipt, legal compulsion), permitted disclosures, term/duration, return/destruction, remedies, problematic provisions (non-solicit, non-compete, exclusivity, standstill, residuals, IP assignment).

Phase 3: CLASSIFY

Phase 4: REPORT -- Structured triage report with specific issues, risks, and suggested fixes.

Gate: Every screening criterion evaluated. Classification justified.

Mode: RISK

Framework: IDENTIFY -> SCORE -> CLASSIFY -> DOCUMENT

Load references/risk-assessment.md for the full severity/likelihood matrix and documentation standards.

Phase 1: IDENTIFY -- Define the risk clearly with background and context.

Phase 2: SCORE -- Apply Severity (1-5) x Likelihood (1-5) matrix.

• Severity: Negligible (1) through Critical (5), calibrated to financial exposure as % of deal/contract value
• Likelihood: Remote (1) through Almost Certain (5), calibrated to precedent and triggering events
• Risk Score = Severity x Likelihood

Phase 3: CLASSIFY

Phase 4: DOCUMENT -- Risk memo with contributing factors, mitigating factors, mitigation options, recommended approach, residual risk, monitoring plan.

Gate: Both severity and likelihood ratings justified with specific rationale. Score calculated. Escalation path defined.

Mode: WRITING

Framework: CLASSIFY -> DRAFT -> REVIEW

Load references/legal-writing.md for format templates and escalation triggers.

Phase 1: CLASSIFY -- Determine document type.

Phase 2: DRAFT -- Generate document in the appropriate format.

For legal responses: check escalation triggers before generating. If any trigger fires (regulatory inquiry, potential litigation, criminal exposure, media attention, multiple jurisdictions), stop and recommend escalation instead of a templated response.

Phase 3: REVIEW -- Present draft for user review. Note any assumptions, gaps, or areas needing counsel input.

Gate: Document type correctly identified. Escalation triggers checked. All required elements present.

Mode: VENDOR

Framework: IDENTIFY -> INVENTORY -> GAP ANALYSIS -> REPORT

Phase 1: IDENTIFY -- Accept vendor name. Handle variations (legal name vs. trade name, abbreviations, parent/subsidiary).

Phase 2: INVENTORY -- Search for all agreements with the vendor. For each agreement found, capture: type (NDA/MSA/SOW/DPA/SLA), status (active/expired/in-negotiation), effective date, expiration date, auto-renewal details, key terms.

Phase 3: GAP ANALYSIS -- Identify what exists vs. what should exist.

Required agreements by relationship type:

• Data processor: NDA + MSA + DPA + SOW minimum
• SaaS vendor: NDA + MSA/SaaS Agreement + DPA (if personal data) + SLA
• Professional services: NDA + MSA + SOW(s)
• Hardware/commodity: NDA + Purchase Agreement

Flag: agreements expired but with surviving obligations, approaching expirations (90-day window), DPA gaps when vendor handles personal data.

Phase 4: REPORT -- Consolidated status report with gap analysis and upcoming actions.

Gate: All available sources checked. Gaps identified. Approaching deadlines flagged.

LLM Failure Mode Awareness

Legal analysis is a high-risk domain for LLM failures. Load references/llm-legal-failure-modes.md and apply these guards on every mode:

Error Handling