Review Contract

---
name: review-contract
description: Review a contract against your organization's negotiation playbook — flag deviations, generate redlines, provide business impact analysis. Use when reviewing vendor or customer agreements, when you need clause-by-clause analysis against standard positions, or when preparing a negotiation strategy with prioritized redlines and fallback positions.
argument-hint: "<contract file or text>"
---

# /review-contract -- Contract Review Against Playbook

> If you see unfamiliar placeholders or need to check which tools are connected, see [CONNECTORS.md](../../CONNECTORS.md).

Review a contract against your organization's negotiation playbook. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.

**Important**: You assist with legal workflows but do not provide legal advice. All analysis should be reviewed by qualified legal professionals before being relied upon.

## Invocation

```
/review-contract <contract file or URL>
```

Review the contract: @$1

## Workflow

### Step 1: Accept the Contract

Accept the contract in any of these formats:
- **File upload**: PDF, DOCX, or other document format
- **URL**: Link to a contract in your CLM, cloud storage (e.g., Box, Egnyte, SharePoint), or other document system
- **Pasted text**: Contract text pasted directly into the conversation

If no contract is provided, prompt the user to supply one.

### Step 2: Gather Context

Ask the user for context before beginning the review:

1. **Which side are you on?** (vendor/supplier, customer/buyer, licensor, licensee, partner -- or other)
2. **Deadline**: When does this need to be finalized? (Affects prioritization of issues)
3. **Focus areas**: Any specific concerns? (e.g., "data protection is critical", "we need flexibility on term", "IP ownership is the key issue")
4. **Deal context**: Any relevant business context? (e.g., deal size, strategic importance, existing relationship)

If the user provides partial context, proceed with what you have and note assumptions.

### Step 3: Load the Playbook

Look for the organization's contract review playbook in local settings (e.g., `legal.local.md` or similar configuration files).

The playbook should define:
- **Standard positions**: The organization's preferred terms for each major clause type
- **Acceptable ranges**: Terms that can be agreed to without escalation
- **Escalation triggers**: Terms that require senior counsel review or outside counsel involvement

**If no playbook is configured:**
- Inform the user that no playbook was found
- Offer two options:
  1. Help the user set up their playbook (walk through defining positions for key clauses)
  2. Proceed with a generic review using widely-accepted commercial standards as the baseline
- If proceeding generically, clearly note that the review is based on general commercial standards, not the organization's specific positions

### Step 4: Clause-by-Clause Analysis

Apply the following review process:

1. **Identify the contract type**: SaaS agreement, professional services, license, partnership, procurement, etc.
2. **Determine the user's side**: Vendor, customer, licensor, licensee, partner.
3. **Read the entire contract** before flagging issues.
4. **Analyze each material clause** against the playbook position.
5. **Consider the contract holistically**: Are the overall risk allocation and commercial terms balanced?

Analyze the contract systematically, covering at minimum:

| Clause Category | Key Review Points |
|----------------|-------------------|
| **Limitation of Liability** | Cap amount, carveouts, mutual vs. unilateral, consequential damages |
| **Indemnification** | Scope, mutual vs. unilateral, cap, IP infringement, data breach |
| **IP Ownership** | Pre-existing IP, developed IP, work-for-hire, license grants, assignment |
| **Data Protection** | DPA requirement, processing terms, sub-processors, breach notification, cross-border transfers |
| **Confidentiality** | Scope, term, carveouts, return/destruction obligations |
| **Representations & Warranties** | Scope, disclaimers, survival period |
| **Term & Termination** | Duration, renewal, termination for convenience, termination for cause, wind-down |
| **Governing Law & Dispute Resolution** | Jurisdiction, venue, arbitration vs. litigation |
| **Insurance** | Coverage requirements, minimums, evidence of coverage |
| **Assignment** | Consent requirements, change of control, exceptions |
| **Force Majeure** | Scope, notification, termination rights |
| **Payment Terms** | Net terms, late fees, taxes, price escalation |

### Step 5: Flag Deviations

Classify each deviation from the playbook using a three-tier system:

#### GREEN -- Acceptable
The clause aligns with or is better than the organization's standard position.
**Action**: Note for awareness. No negotiation needed.

#### YELLOW -- Negotiate
The clause falls outside the standard position but within a negotiable range.
**Action**: Generate specific redline language. Provide fallback position. Estimate business impact.

#### RED -- Escalate
The clause falls outside acceptable range, triggers a defined escalation criterion, or poses material risk.
**Action**: Explain the specific risk. Provide market-standard alternative language. Estimate exposure. Recommend escalation path.

### Step 6: Generate Redline Suggestions

For each YELLOW and RED deviation, provide:
- **Current language**: Quote the relevant contract text
- **Suggested redline**: Specific alternative language
- **Rationale**: Brief explanation suitable for sharing with the counterparty
- **Priority**: Whether this is a must-have or nice-to-have in negotiation

### Step 7: Business Impact Summary

Provide a summary section covering:
- **Overall risk assessment**: High-level view of the contract's risk profile
- **Top 3 issues**: The most important items to address
- **Negotiation strategy**: Recommended approach (which issues to lead with, what to concede)
- **Timeline considerations**: Any urgency factors affecting the negotiation approach

#### Negotiation Priority Framework

**Tier 1 -- Must-Haves (Deal Breakers)**
Issues where the organization cannot proceed without resolution.

**Tier 2 -- Should-Haves (Strong Preferences)**
Issues that materially affect risk but have negotiation room.

**Tier 3 -- Nice-to-Haves (Concession Candidates)**
Issues that improve the position but can be conceded strategically.

**Negotiation strategy**: Lead with Tier 1 items. Trade Tier 3 concessions to secure Tier 2 wins. Never concede on Tier 1 without escalation.

## Output Format

```
## Contract Review Summary

**Document**: [contract name/identifier]
**Parties**: [party names and roles]
**Your Side**: [vendor/customer/etc.]
**Deadline**: [if provided]
**Review Basis**: [Playbook / Generic Standards]

## Key Findings

[Top 3-5 issues with severity flags]

## Clause-by-Clause Analysis

### [Clause Category] -- [GREEN/YELLOW/RED]
**Contract says**: [summary of the provision]
**Playbook position**: [your standard]
**Deviation**: [description of gap]
**Business impact**: [what this means practically]
**Redline suggestion**: [specific language, if YELLOW or RED]

[Repeat for each major clause]

## Negotiation Strategy

[Recommended approach, priorities, concession candidates]

## Next Steps

[Specific actions to take]
```

## Notes

- If the contract is in a language other than English, note this and ask if the user wants a translation or review in the original language
- For very long contracts (50+ pages), offer to focus on the most material sections first and then do a complete review
- Always remind the user that this analysis should be reviewed by qualified legal counsel before being relied upon for legal decisions