Purpose
Scan a contract or excerpt and surface the clauses that create real exposure — high-risk terms, one-sided provisions, and standard protections that are missing entirely — each rated by severity with the specific business/legal risk it creates and suggested redline language. Turns a slow first-pass review into a fast, structured triage that tells you exactly where to focus.
When to Use
Invoke this skill when the user asks to:
- Review an inbound vendor, customer, MSA, NDA, or SaaS agreement for risk
- Flag problematic or one-sided clauses in a contract
- Check a draft or counterparty paper for missing standard protections
- Triage a contract before sending it to outside counsel or senior review
- Compare a term against typical market/standard positions
- Redline a specific section and get suggested replacement language
Inputs Required
Before starting, collect:
- Contract text: The full contract or excerpt to review (pasted text)
- Contract type: NDA / MSA / SaaS / services agreement / vendor / employment / lease / other
- Which side: Are we the customer/buyer, the vendor/seller, or a mutual party?
- Deal size / criticality: Approximate value and how strategically important this counterparty is
- Governing law / jurisdiction: If specified in the contract or known
- Known dealbreakers: Any terms already flagged as non-negotiable by the business
- Risk tolerance: Conservative / balanced / aggressive posture for this deal
If side, jurisdiction, or risk tolerance is missing, assume a balanced posture reviewing from the customer's perspective and note the assumption.
Instructions
Step 1: Classify the Document and Set the Baseline
Identify the contract type and establish which standard provisions a well-drafted version of this contract type should contain. This baseline is what the "missing provisions" check runs against.
Common baseline provision sets by type:
- SaaS/MSA: limitation of liability, indemnification, data protection/security, SLA/uptime, termination rights, IP ownership, confidentiality, warranty, insurance
- NDA: definition of confidential info, permitted use, term/survival, return/destruction, carve-outs (public/independently developed), residuals clause check
- Services: scope/SOW mechanics, acceptance criteria, payment terms, IP/work-product ownership, subcontracting, termination for convenience
- Vendor/procurement: pricing lock, audit rights, force majeure scope, assignment, most-favored-customer
Note the counterparty's paper vs. our template if identifiable — one-sided language is more likely on their paper.
Step 2: Flag High-Risk Clauses Present in the Document
Read clause-by-clause and flag any that create exposure. For each flag, produce: clause name → severity → the specific risk → the offending language (quote it) → suggested redline.
Screen for these high-risk categories:
- Unlimited or uncapped liability — no cap, or carve-outs that swallow the cap (IP, confidentiality, data breach excluded)
- One-sided indemnification — you indemnify them broadly; they indemnify you narrowly or not at all
- Auto-renewal traps — evergreen renewal with short/onerous notice windows
- Unilateral change rights — counterparty can amend terms, pricing, or SLAs at will
- Broad IP assignment — assigning more IP or background IP than the deal requires
- Unfavorable termination — no termination for convenience, long lock-in, or termination penalties
- Weak data/security terms — no breach notification timeline, no security standard, unlimited subprocessor rights
- Payment/pricing risk — uncapped price escalation, unfavorable payment timing, interest/late fees
- Jurisdiction/dispute traps — inconvenient forum, mandatory arbitration with cost-shifting, jury waiver
- Assignment/change-of-control — counterparty can assign freely; you cannot
- Vague or undefined key terms — "reasonable," "material," "promptly" without definition on obligations that matter
Step 3: Identify Missing Provisions
Compare the document against the Step 1 baseline. Flag any standard protection that is absent. For each: what's missing → why its absence is a risk → suggested clause to add. Prioritize missing terms that would be hard to fix after signing (liability cap, IP ownership, termination rights, data protection).
Step 4: Flag Unusual / Non-Market Terms
Identify terms that deviate from typical positions for this contract type, even if not strictly "high-risk." Examples: unusually long confidentiality survival, atypical warranty disclaimers, non-standard payment cycles, uncommon liability structures. Label each as more favorable / less favorable / neutral to our side and note the market-standard alternative.
Step 5: Assign Severity and Rank
Rate every flag on a 3-tier scale:
- 🔴 Critical — likely dealbreaker or major exposure; escalate before proceeding
- 🟡 Moderate — should be negotiated; acceptable only with tradeoffs
- 🟢 Minor — worth noting; often acceptable as-is
Order the final report by severity, Critical first.
Step 6: Produce the Risk Summary and Redline Playbook
Open with a 3-4 sentence executive summary: overall risk posture (High/Medium/Low), count of flags by severity, and the single most important issue to resolve. Close with a prioritized negotiation list — the top 5 items to push on, in order.
Output Format
- Structure: Executive summary → risk flag table (or structured blocks) grouped by severity → missing provisions list → unusual terms list → top-5 negotiation priorities
- Length: 700–1,300 words depending on contract length and flag count
- Format: Structured document with a scannable flag table; each flag as: Clause | Severity | Risk | Quoted language | Suggested redline
- Sections: Executive Summary → High-Risk Clauses Flagged → Missing Provisions → Unusual/Non-Market Terms → Top 5 Negotiation Priorities
- Tone: In-house counsel — precise, plain-English, action-oriented; explains legal risk in business terms without hedging
Quality Checklist
Before delivering output, verify:
- [ ] Every flag includes a severity rating (🔴/🟡/🔴) — no unrated items
- [ ] Every high-risk flag quotes the actual offending language from the contract, not a paraphrase
- [ ] Every flag includes suggested redline or replacement language — not just "negotiate this"
- [ ] Missing-provisions section is checked against the correct baseline for the stated contract type
- [ ] Flags are ranked by severity with Critical items first
- [ ] Top 5 negotiation priorities are specific and ordered — not a restatement of every flag
- [ ] Executive summary states an overall risk posture (High/Medium/Low) and the single top issue
Notes
- This is a first-pass triage tool, not a substitute for qualified legal review — include a one-line reminder that flagged items should be confirmed by counsel before signing.
- The most commonly missing high-impact provisions are liability caps, breach-notification timelines, and termination-for-convenience rights — check for these even on polished-looking paper.
- If reviewing an excerpt rather than a full contract, note explicitly that missing-provision analysis is limited because absent clauses may exist elsewhere in the document.
- Undefined qualifiers ("reasonable," "material," "promptly") are frequently overlooked but carry real exposure on obligation-bearing clauses — flag them when they modify a party's duties.
How to use this skill
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- Drag this file into a new chat, or copy and paste its contents
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