Contract Review

Quick start

Attach a contract file, forward the email containing it, or paste the text directly.

User: "Review this MSA and flag anything I should push back on."
→ Skill reads the document, identifies parties and contract type,
  analyzes 8 risk categories, returns a severity-tiered summary
  with a negotiation playbook, and exports a redlined DOCX.

Workflow

1. Get the contract — Pull from one of three sources, in order of preference:

   • Gmail: Search for recent emails with contract attachments (see reference/gmail-fetch.md)
   • DocuSign: Fetch the envelope by ID or search recent drafts awaiting signature (see reference/docusign-fetch.md)
   • Local file or paste: Read the PDF (chunked via pages parameter for 10+ page files) or DOCX via Read tool. If the user pastes text directly, work with what's provided.

   Read the full document before analyzing. Dangerous clauses are frequently in exhibits and schedules at the back.

2. Identify contract type and parties — Determine agreement type (NDA, MSA, SOW, SaaS subscription, consulting, subcontractor, vendor) and which party is the user's company vs. the counterparty. Note if it looks like a counterparty template — these are typically one-sided and the counterparty expects pushback.

3. Analyze across 8 risk categories — Work through the contract from the ops/finance perspective of a small business owner without in-house legal. Categories are ordered by typical risk severity; use judgment for context.

   Category 1: Payment terms and cash flow

   • Payment timing: Net-30 is standard; Net-60+ is flaggable; Net-90/120 is a hard negotiation point
   • Payment triggers: acceptance periods that let the client slow-walk approvals indefinitely
   • Late payment penalties: absence is a gap worth noting
   • Invoicing requirements: rigid formats or PO numbers that can delay payment on technicalities
   • Expense reimbursement: pre-approval requirements and caps
   • Rate adjustments: annual increase mechanism for multi-year engagements

   Category 2: Liability and indemnification

   • Liability caps: uncapped liability is always a red flag
   • Mutual vs. one-sided indemnification
   • Indemnification scope: "any and all claims arising from the services" is not standard
   • Insurance requirements: E&O, cyber, general liability — achievability at the required limits
   • Consequential damages waiver: missing = flag prominently

   Category 3: Termination and exit

   • Termination for convenience: is it mutual? 30-day notice is typical
   • Termination for cause: cure period; vague "material breach" without definition
   • Wind-down: payment for in-progress work at termination
   • Transition assistance: paid vs. unpaid, time-limited vs. open-ended
   • Survival clauses: indefinite indemnification survival = flag

   Category 4: Intellectual property

   • IP assignment vs. license
   • Pre-existing IP and background tools carve-out — absence means inadvertent assignment
   • Work product definition breadth: drafts, notes, internal tools

   Category 5: Scope and change management

   • Scope definition clarity
   • Change order process: absence = scope creep without compensation
   • Acceptance criteria: subjective ("to client's satisfaction") vs. defined
   • Timeline asymmetry: user penalized for delays but client is not for slow feedback

   Category 6: Non-compete and exclusivity

   • Non-compete scope, definition of "competitor," duration
   • Exclusivity requirements on the user's company
   • Non-solicitation: employee poaching is normal; industry-broad restrictions are not

   Category 7: Confidentiality and data

   • Confidentiality scope: "all information shared" with no exceptions is overly broad
   • Duration: 2–3 years is typical; perpetual is aggressive
   • Data handling security requirements vs. company size and data sensitivity

…