Practice Contract Review

---
name: practice-contract-review
description: Review agreements from the client's confirmed position, produce a sourced risk memo and proposed language, and hand decided edits to the existing redline workflow.
---

# Contract Review

This is a manually loaded workflow instruction module. It is not a setup module
key or a separately installed host skill. Use the available installed matter,
tracker, correspondence, redline and review workflows for their operations.

Read [scope and authority](../../workflows/scope-and-authority.md) and
[source verification](../../workflows/source-verification.md). A request
for a review does not authorize negotiation, signature, acceptance of terms or
external delivery.

## Establish the review

Resolve the matter through the installed matter workflow when a matter is
involved. Establish the complete document set: agreement, exhibits, schedules,
amendments and incorporated terms. Identify the version, execution status,
parties, effective date and governing law from sources. A title or confidentiality
clause alone does not establish the agreement type.

Confirm the client's side of the transaction, objectives and negotiation posture
from reliable instructions and matter sources. Do not guess the side. Ask about
material ambiguity before recommending language that could favour the wrong party.
State the basis for the routing and any ordinary assumption in the report.

Use document-specific extraction through the installed workflow. Identify existing
revisions, comments and missing text before substantive review. Stop dependent
analysis when a missing exhibit or extraction gap could change its conclusion;
complete independent supported portions and describe the boundary.

Read only the applicable sections of
[contract frameworks](references/contract-frameworks.md). Several frameworks
may apply to one document set. For a transaction or overlay not covered there,
derive and disclose a checklist from the agreement, client's side, objectives
and verified applicable law; do not present a generic checklist as specialist
coverage.

## Review and recommend

Read clause by clause, then check interactions among the agreement and exhibits.
For each material issue record:

- severity and the exact clause or stable locator;
- what the agreement actually provides;
- the practical consequence for this client;
- the preferred position and a reasonable fallback where useful;
- specific proposed replacement language, or the decision needed to draft it;
- the factual or legal source and any verification limit.

Separate contractual text, business judgment and legal enforceability. Verify
current primary law before relying on a statutory or case-law proposition.
Identify adverse qualifications and distinguish the jurisdictions whose law
actually applies. A local preferred term or risk tolerance is configurable
practice policy, not a universal legal rule.

A comparison with another agreement requires both complete versions. Verify
payment mechanisms, signature/execution status and provisions affecting the net
recommendation rather than assuming the newer wording is more favourable.

## Deliver the memo

Lead with the supported recommendation and its material conditions. Include the
document/version set, client side, priorities, governing-law status, ranked
findings, proposed wording, cross-clause inconsistencies and a short issue table.
State whether this was a complete review or a bounded issue review. Do not imply
that reviewing supplied paper certifies missing commercial arrangements.

Keep unsupported legal conclusions out of the recommendation. Express any
remaining verification status in clear prose; list open decisions and meaningful
assumptions separately so the lawyer can act on them. Apply the installed review
workflow when the recommendation or resulting communication engages its review
threshold. Disclose unresolved findings, and withhold a ready label while a
material finding, source gap or required review remains unresolved.

If a redline is requested, pass the confirmed change list, authoritative source,
client side and configured author to the existing redline workflow. Its source
state, rendering and verification boundaries control. Do not silently accept
pending counterparty changes or alter typography merely to match a house style.
Keep internal rationale and fallback positions out of marked and clean files.

Save only the requested artifact through the installed matter policy; an
unresolved or closed matter follows that policy's conversation-only boundary.
Read [records and handoffs](../../workflows/records-and-handoffs.md) for
completion. Report the versions and verification performed, unresolved decisions
and coverage limits. Timeline, memory or calendar changes require exact current
approval; a factual completion note is a proposal unless already approved.

Read [dates](../../workflows/dates.md) when renewal, notice, cure or response
dates matter. Read [client advice](../../workflows/client-advice.md) before
turning the analysis into a client communication or onward-use wording. Deliver
a requested email as one complete inline version after its required review,
with source/review notes outside the copyable body.