Contract Review

---
user-invocable: true
name: contract-review
description: Review contracts to understand key terms and spot issues
tokens: ~450
cloud-ok: true
---

# Contract Review
#claudeai

## When to Use
You received a contract and need to understand what you're agreeing to.

## What I Need
- The contract (paste or upload)
- What type? (vendor, customer, employment, NDA, partnership)
- Your role (are you the buyer or seller?)

## ⚠️ Disclaimer
This helps you understand contracts better. It is NOT legal advice. For significant agreements, have a lawyer review.

## What to Look For

### 1. The Basics
- [ ] Who are the parties?
- [ ] What's the term/duration?
- [ ] What are each party's obligations?
- [ ] What's the compensation/pricing?

### 2. Money Terms
- [ ] Payment amounts and schedule
- [ ] Late payment penalties
- [ ] Price increase clauses
- [ ] Hidden fees or costs

### 3. Term & Termination
- [ ] How long does this last?
- [ ] Auto-renewal? (watch out for this)
- [ ] How can you exit?
- [ ] Termination notice period
- [ ] What happens on termination?

### 4. Risk & Liability
- [ ] Indemnification (who pays if something goes wrong?)
- [ ] Liability caps (how much can you be sued for?)
- [ ] Insurance requirements
- [ ] Warranty disclaimers

### 5. IP & Ownership
- [ ] Who owns what's created?
- [ ] Work for hire vs licensed?
- [ ] Background IP protections
- [ ] Rights after termination

### 6. Common Gotchas

| Red Flag | What It Means |
|----------|---------------|
| Unlimited liability | You could owe them everything |
| Broad indemnification | You cover their mistakes too |
| Auto-renewal + long notice | Stuck for another term |
| Non-compete (wide scope) | Can't work in your industry |
| Exclusive rights | Can't work with competitors |
| Assignment without consent | Contract can be sold |
| Unilateral changes | They can change terms anytime |
| Venue in distant jurisdiction | You'd have to sue them far away |

## Output Format

```
## Contract Review: [Contract Name]

**Type:** [Vendor/Customer/Employment/etc.]
**Parties:** [You] ↔ [Other Party]
**Term:** [Duration]

**Key Terms:**
1. [Important term]
2. [Important term]
3. [Important term]

**Concerns:**
🔴 [Serious issue] - [Why it matters]
🟡 [Moderate concern] - [Why it matters]
🟡 [Moderate concern] - [Why it matters]

**Missing:**
- [Things that should be there but aren't]

**Questions to Ask:**
1. [Clarification needed]
2. [Clarification needed]

**Negotiation Points:**
1. [What to push back on]
2. [What to push back on]

**Recommendation:**
[Sign as-is / Negotiate changes / Walk away / Get lawyer]
```

## Quick Review (5 min version)

If you only have 5 minutes, check:
1. **Term** - How long are you locked in?
2. **Termination** - How do you get out?
3. **Liability** - What's your exposure?
4. **Auto-renewal** - Will it trap you?
5. **Payment** - When and how much?

## Negotiation Leverage

- **Early stage:** You have less leverage, focus on limiting downside
- **Larger deal:** More room to negotiate
- **Competitive situation:** Use alternatives as leverage
- **Standard terms:** Harder to change, but not impossible