# Contract Reviewer > Use this skill when you need to review a contract for risky clauses, missing protections, one-sided provisions, or negotiation leverage before signing. Suitable for employment agreements, SaaS subscriptions, vendor contracts, NDAs, and freelance agreements. Not a substitute for a licensed attorney — always seek qualified legal counsel for high-value or complex contracts. - Skill: `xcrrr/contract-reviewer` (Agent Skill) - Install (CLI): `npx skillmds@latest add xcrrr/contract-reviewer` - Raw SKILL.md: https://api.skillmd.com/api/skills/xcrrr/contract-reviewer/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - License: MIT - Author: xcrrr (https://skillmd.com/u/xcrrr) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/xcrrr/contract-reviewer --- # Contract Reviewer ## Overview This skill provides a structured approach to reading and critiquing contracts, surfacing clauses that expose you to undue risk, identifying terms that are missing or one-sided, and preparing you for negotiation. It covers common contract types including employment agreements, SaaS/vendor subscriptions, NDAs, independent contractor agreements, and partnership or licensing deals. The output is a prioritized risk register and a set of redlines or negotiation talking points — not a legal opinion. Always have a qualified attorney review contracts with significant financial or legal consequences. ## When to Use - Reviewing an employment offer letter or employment agreement before signing - Evaluating a SaaS vendor or software license agreement - Examining an NDA presented by a potential partner or employer - Reviewing an independent contractor or freelance services agreement - Assessing a partnership, joint-venture, or revenue-sharing agreement - Preparing a list of redlines or negotiation talking points for contract discussions - Conducting a quick "sanity check" on a short agreement before engaging an attorney ## When NOT to Use - As a replacement for a licensed attorney in high-value or high-risk transactions (M&A, real estate, litigation settlements) - When the contract is in a jurisdiction with highly specialized requirements you are unfamiliar with - For regulated industries (financial services, healthcare, government) where compliance implications are complex - When the counterparty is already in breach and you need legal recourse strategy - For court filings, legal briefs, or formal legal opinions ## Quick Reference | Clause Type | Red Flag Signal | Suggested Fix | |-------------|-----------------|---------------| | Liability cap | "Unlimited liability" or no cap | Add mutual liability cap = 12 months of fees | | IP assignment | "All work product … including pre-existing IP" | Carve out pre-existing IP explicitly | | Non-compete | Broad geography, long duration (>1 year), vague scope | Narrow to specific role, geography, 6–12 months | | Termination | "Terminate for convenience" with no notice | Add 30-day notice and payment for work done | | Auto-renewal | Evergreen clause with short opt-out window | Negotiate 60-day opt-out window and price lock | | Indemnification | Unilateral — only one party indemnifies | Make indemnification mutual or cap exposure | | Governing law | Unfavorable jurisdiction | Negotiate to your home state/country | ## Instructions 1. **Identify the contract type** — Determine what kind of agreement you are reviewing (employment, NDA, SaaS subscription, services, licensing, partnership). The risk profile and standard market terms differ significantly by type. 2. **Locate and read the definitions section first** — Defined terms control the entire agreement. Pay close attention to how "Services," "Confidential Information," "Intellectual Property," "Term," and "Cause" are defined — overly broad definitions expand obligations dramatically. 3. **Map the key commercial terms** — Extract and tabulate: parties, effective date, term/duration, payment terms, deliverables or services, auto-renewal provisions, and termination rights. These form the factual skeleton of your review. 4. **Audit liability and indemnification** — Identify whether liability is capped, mutual, or unlimited. Flag any clause where one party indemnifies the other for broad categories (e.g., "any third-party claims"). Check whether indemnification is triggered by negligence alone or requires breach. 5. **Review intellectual property clauses** — Determine who owns: (a) work product created under the agreement, (b) pre-existing IP each party brings in, (c) improvements or derivatives. Flag any "work-for-hire" or broad assignment clauses that sweep in pre-existing IP. 6. **Examine non-compete, non-solicitation, and confidentiality clauses** — Note scope (role, geography, industry), duration, and enforceability. In many jurisdictions overly broad non-competes are unenforceable, but they still create chilling effects and litigation risk. 7. **Check termination and exit provisions** — Identify termination triggers (for cause vs. for convenience), notice periods, consequences upon termination (e.g., payment obligations, IP reversion, data return), and survival clauses listing terms that outlast termination. 8. **Review dispute resolution** — Note whether disputes go to arbitration (binding, private, limits class actions) or litigation; the governing law and jurisdiction; and whether the prevailing party recovers attorney fees. 9. **Identify missing standard protections** — For each contract type, note what is absent: e.g., no SLA in a SaaS agreement, no data breach notification requirement, no severance in an employment agreement, no payment schedule in a services contract. 10. **Produce a prioritized risk register** — Classify each finding as Critical (must fix before signing), Important (negotiate if possible), and Minor (acceptable as-is or low risk). Provide a specific redline suggestion or negotiation talking point for each Critical and Important item. ## Examples ### Example 1: Employment Contract Review **Input:** "Here is my offer letter from a startup. Key clauses: (1) 'Employee assigns to Company all inventions, whether or not related to Company's business, conceived during employment.' (2) 'Employee agrees not to work for any competitor in the US for 2 years post-employment.' (3) 'Company may terminate Employee at will with no notice.' (4) Salary $120k, no mention of equity vesting schedule despite 0.2% equity grant." **Output:** **Risk Register** Priority | Clause | Issue | Recommended Redline --- | --- | --- | --- 🔴 Critical | IP Assignment | Assigns ALL inventions including personal side projects unrelated to company business | Add: "Excluding inventions that (i) do not use Company resources, (ii) are developed entirely outside working hours, and (iii) do not relate to Company's current or reasonably anticipated business." 🔴 Critical | Non-Compete | 2-year US-wide non-compete is likely overbroad and potentially unenforceable (especially in CA, ND, OK, MN) but creates litigation risk | Negotiate to: 12 months, limited to direct competitors in your product category, within your specific geographic sales territory 🔴 Critical | Equity Vesting | No vesting schedule documented for 0.2% equity | Request attached Stock Option Agreement or Grant Notice specifying: standard 4-year vest / 1-year cliff, acceleration on change of control 🟡 Important | Termination | At-will with no notice leaves you with zero transition income | Request: 2-week notice period or 2-week severance in lieu of notice for involuntary termination without cause 🟢 Minor | No mention of expense reimbursement policy | Could create disputes over travel/equipment costs | Ask for reference to employee handbook or add standard expense reimbursement clause **Negotiation Talking Points:** - "The IP assignment clause is broader than industry standard — I'm happy to assign IP related to [Company]'s business but need a carve-out for personal projects I've been building independently." - "A 2-year national non-compete is unusual for a role of this scope and jurisdiction. Would you consider 12 months limited to [specific product category]?" --- ### Example 2: SaaS Subscription Agreement Review **Input:** "We're signing a 2-year SaaS contract for a CRM platform at $48k/year. Notable clauses: (1) Auto-renews unless cancelled 90 days before term end. (2) Vendor can modify pricing with 30 days notice. (3) No SLA or uptime guarantee mentioned. (4) 'Customer grants Vendor a perpetual, irrevocable license to use Customer Data to improve Vendor's products.' (5) Liability cap = $500 (one month's fees)." **Output:** **Risk Register** Priority | Clause | Issue | Recommended Redline --- | --- | --- | --- 🔴 Critical | Customer Data License | Perpetual, irrevocable right to use your CRM data (customer records, deals, contacts) to train Vendor's products — a serious privacy and competitive risk | Replace with: "Vendor may use aggregated, anonymized usage data solely for product improvement. Vendor may not use Customer Data to train AI models or for any purpose other than providing the Services." 🔴 Critical | Liability Cap | $500 cap (1 month fee) on a $96k contract exposes you to full loss with no recourse | Negotiate cap to equal 12 months of fees paid ($48,000), with carve-outs for IP infringement and data breach 🔴 Critical | Auto-Renewal | 90-day cancellation window is unusually long — easy to miss | Negotiate to 30-day cancellation window; add price lock clause preventing increases at renewal without 90-day advance notice 🟡 Important | No SLA | No uptime commitment on business-critical CRM | Request 99.9% uptime SLA with service credits (e.g., 10% monthly fee credit per hour of excess downtime) 🟡 Important | Unilateral price change | 30-day notice is too short for budget planning | Negotiate: no price increases during initial term; 90-day notice + cap increases at CPI or 5% annually at renewal **Bottom Line:** Do not sign as-is. The data license clause and $500 liability cap are dealbreakers for a $96k commitment. These are negotiable — enterprise SaaS vendors routinely accept DPA amendments and higher liability caps. ## Best Practices - Always read the definitions section before any other clause — it controls everything - Create a risk register rather than a running list of comments; priorities help focus negotiation energy - Research market-standard terms for the specific contract type before negotiating — you need a baseline - Request a redlined Word document rather than negotiating verbally — written changes create a record - Never sign under artificial time pressure ("offer expires tomorrow") — legitimate counterparties allow reasonable review time - Check the governing law clause early — it determines which jurisdiction's rules apply to your non-compete, IP, and dispute resolution ## Common Mistakes - Focusing only on payment terms and ignoring IP, liability, and data clauses — the financial terms are often the least risky part - Assuming standard templates are "non-negotiable" — most commercial terms are negotiable, especially for contracts over $10k - Missing auto-renewal clauses buried in definitions or general terms sections - Overlooking survival clauses that extend obligations (e.g., confidentiality, non-compete) years after termination - Conflating "limitation of liability" with "indemnification" — they interact but are distinct protections - Signing an NDA before reviewing what "Confidential Information" is defined to include ## Tips & Tricks - Use Ctrl+F to search for: "unlimited," "perpetual," "irrevocable," "sole discretion," "at any time," "waive" — these words signal one-sided provisions - Compare the indemnification clause structure: if it's indented and asymmetric (one party indemnifies, not both), that's a red flag - For employment contracts in the US, check your state's specific non-compete laws before deciding whether to fight the clause - Ask for a "mutual" version of any one-sided clause (NDA, indemnification, IP) as a first negotiation move — it's a reasonable ask - The "entire agreement" clause means prior verbal promises don't count — get all commitments in the written contract ## Related Skills - [legal-summarizer](../legal-summarizer/SKILL.md) - [terms-of-service](../terms-of-service/SKILL.md)