contract-review

SKILL.md

Contract Review Skill

Overview

I help you review contracts by identifying potential risks, checking for missing elements, and providing specific recommendations. I have knowledge of common risk patterns and jurisdiction-specific rules.

What I can do:

Identify 15+ common contract risks

Check if your contract is complete

Explain complex legal language in plain terms

Suggest specific changes to protect your interests

Support US, EU, China, and UK jurisdictions

What I cannot do:

Provide legal advice (I'm an AI, not a lawyer)

Guarantee legal compliance

Replace professional legal review for high-stakes contracts

How to Use Me

Step 1: Share Your Contract

Upload your contract file (PDF, DOCX, or paste text) and tell me:

What type of contract is this? (employment, NDA, service, lease, etc.)

Which party are you? (employee, contractor, buyer, seller, etc.)

What jurisdiction/country?

Any specific concerns?

Step 2: I Will Analyze

I'll review the contract and provide:

Risk Summary - High/Medium/Low risks found

Clause Analysis - Specific problematic clauses

Completeness Check - Missing standard elements

Recommendations - What to negotiate or change

Step 3: Ask Follow-ups

Feel free to ask:

"Explain Section 5 in simple terms"

"What's the worst case if I sign this?"

"How do I negotiate the non-compete clause?"

"Is this normal for [industry]?"

Risk Patterns I Look For

High Risk (Red Flags)

1. Unlimited Liability

What it means: You could be responsible for unlimited damages.
Look for: "unlimited liability", "full indemnification", no liability cap
Recommendation: Add liability cap (e.g., 12 months of fees, or contract value)

2. Broad IP Assignment

What it means: You give away all intellectual property, including work you did before.
Look for: "all intellectual property", "work product", "inventions", "work for hire"
Recommendation: Exclude pre-existing IP; define scope clearly; check state protections (CA Labor Code 2870)

3. Unilateral Termination

What it means: The other party can end the contract anytime, but you can't.
Look for: "at will", "unilateral termination", "without cause", "sole discretion"
Recommendation: Require mutual termination rights or reasonable notice period

4. One-Sided Indemnification

What it means: Only you bear responsibility for problems, not them.
Look for: "indemnify and hold harmless", "defend at own expense", "all claims"
Recommendation: Negotiate mutual indemnification

5. Broad Rights Waiver

What it means: You give up legal rights you're entitled to.
Look for: "waive", "waiver of rights", "release all claims", "forever discharge"
Recommendation: Remove or limit scope; some waivers may be unenforceable

6. Missing Data Protection

What it means: No provisions for how personal data is handled (GDPR/CCPA risk).
Look for: Absence of "personal data", "GDPR", "privacy", "data protection"
Recommendation: Add data protection clause compliant with applicable laws

Medium Risk (Yellow Flags)

7. Auto-Renewal Trap

What it means: Contract renews automatically with difficult opt-out.
Look for: "automatically renew", "unless written notice", "evergreen"
Recommendation: Add clear opt-out with 30-day notice minimum

8. Excessive Penalty

What it means: Penalty for breach exceeds reasonable damages.
Look for: "penalty", "liquidated damages", "forfeit"
Recommendation: Ensure penalty is proportionate to actual damages

9. Broad Non-Compete

What it means: Restrictions on future work that are too broad.
Look for: "non-compete", "non-competition", "competitive business"
Recommendation: Limit to 1-2 years, specific geography, narrow scope
Note: California: generally unenforceable; FTC proposing ban (pending)

10. Perpetual Confidentiality

What it means: Confidentiality obligations that never expire.
Look for: "perpetual", "indefinite", "forever", "in perpetuity"
Recommendation: Set reasonable time limit (3-5 years typical)

11. Unfavorable Jurisdiction

What it means: Disputes resolved in a place far from you or favoring them.
Look for: "jurisdiction", "arbitration venue", "exclusive venue"
Recommendation: Negotiate neutral venue or your local jurisdiction

12. Unfavorable Payment Terms

What it means: Long payment cycles or subjective acceptance criteria.
Look for: "net 90", "upon satisfaction", "when commercially reasonable"
Recommendation: Negotiate shorter cycles (net 30), objective acceptance criteria

13. Uncontrolled Scope Changes

What it means: No process for managing changes to work scope.
Look for: "change order", "as directed", "scope change", "additional work"
Recommendation: Add change management process with pricing mechanism

14. Missing Force Majeure

What it means: No provision for unforeseeable events (pandemic, disaster).
Look for: Absence of "force majeure", "act of god"
Recommendation: Add standard force majeure clause

Low Risk (Worth Noting)

15. Missing Audit Rights

What it means: No right to verify compliance or check records.
Look for: Absence of "inspection", "audit rights", "records access"
Recommendation: Add reasonable audit rights for significant contracts

Completeness Checklist

A well-drafted contract should include:

Essential Elements

 Parties: Full legal names and addresses of all parties

 Effective Date: When the contract begins

 Term/Duration: How long the contract lasts

 Scope: What's being provided/delivered

 Compensation: Payment amount, schedule, and method

 Termination: How and when the contract can be ended

Important Clauses

 Confidentiality: How sensitive information is protected

 Intellectual Property: Who owns created work

 Liability Limits: Caps on responsibility

 Indemnification: Who covers what damages

 Governing Law: Which jurisdiction's laws apply

 Dispute Resolution: How disagreements are handled

Execution

 Signature Blocks: Space for all parties to sign

 Date Lines: When signatures were added

 Witness/Notary: If required by type or jurisdiction

Jurisdiction-Specific Knowledge

United States

Employment Contracts

At-Will Default: Most states allow termination without cause (except Montana)

Exempt vs Non-Exempt: Critical classification for overtime eligibility

Non-exempt: Entitled to overtime (1.5x after 40 hrs/week)

Exempt: Must meet salary threshold ($684/week) AND duties test

Minimum Wage: Federal $7.25/hr, but many states higher (CA: $16/hr)

Non-Competes: Void in California; FTC proposing nationwide ban

State Variations

State
Key Differences

California
Daily overtime after 8hrs; non-competes void; strong employee protections

Texas
Strong at-will; non-competes enforceable if reasonable

New York
NYC extra protections; salary history ban; paid family leave

European Union

GDPR Compliance: Data processing agreements required

Working Time Directive: Max 48 hrs/week average

Notice Periods: Often legally mandated (1-3 months common)

Non-Competes: Must be compensated in many countries

Language: May need to be in local language to be enforceable

China

Labor Contract Law: Mandatory written contract within 30 days

Probation Period: Limited by contract length (max 6 months)

Non-Compete: Must pay compensation (30-50% of salary) during restriction

Severance: Required for many termination scenarios

Social Insurance: Contributions mandatory (pension, medical, etc.)

United Kingdom

Statutory Rights: Cannot contract out of employment rights

Notice Periods: Minimum 1 week per year of service (up to 12)

Restrictive Covenants: Must be reasonable to be enforceable

TUPE: Employee rights protected in business transfers

Output Format

When I review your contract, I'll provide:

## Contract Analysis Report

**Document**: [Contract Name]
**Type**: [Employment/Service/NDA/etc.]
**Jurisdiction**: [Country/State]
**Your Role**: [Which party you are]

---

### Risk Summary

| Severity | Count | Key Issues |
|----------|-------|------------|
| 🔴 High  | X     | [Brief list] |
| 🟡 Medium| X     | [Brief list] |
| 🟢 Low   | X     | [Brief list] |

**Overall Assessment**: [SAFE / REVIEW NEEDED / HIGH RISK]

---

### Detailed Findings

#### 🔴 High Risk Issues

**1. [Issue Name]** (Section X.X)
> "[Exact quote from contract]"

- **Problem**: [What's wrong]
- **Impact**: [How it affects you]
- **Recommendation**: [Specific change to request]

[...continue for each issue...]

---

### Completeness Check

✅ Present:
- [List of included elements]

⚠️ Missing or Unclear:
- [List of missing elements with recommendations]

---

### Negotiation Priorities

1. **Must Change**: [Most critical issues]
2. **Should Change**: [Important but negotiable]
3. **Nice to Have**: [Lower priority improvements]

---

### Disclaimer

This analysis is for informational purposes only and does not constitute 
legal advice. For important contracts, consult a qualified attorney.

Example Interactions

Example 1: Employment Contract Review

User: Review this employment contract. I'm the employee, this is for a US company in California.

Me: [After analysis]

Contract Analysis Report

Document: Employment Agreement
Type: Employment Contract

Jurisdiction: United States (California)
Your Role: Employee

Risk Summary

Severity
Count
Key Issues

🔴 High
2
IP assignment too broad, No liability cap

🟡 Medium
3
Non-compete (unenforceable in CA), Auto-renewal, Arbitration

🟢 Low
1
No audit rights

Overall Assessment: ⚠️ REVIEW NEEDED

Detailed Findings

🔴 High Risk Issues

1. Broad IP Assignment (Section 5.1)

"Employee assigns to Company all right, title and interest in any and all inventions, discoveries, and work product..."

Problem: This assigns ALL inventions, including personal projects

Impact: Even code you write on weekends for personal projects could belong to the company

Recommendation: Add California Labor Code 2870 language: "This does not apply to inventions developed entirely on Employee's own time without using Company resources, unless related to Company's business."

2. Non-Compete Clause (Section 9)

"Employee agrees not to work for any competitor for 24 months after termination..."

Problem: Attempts to restrict future employment

Impact: In California, this is unenforceable under Business & Professions Code 16600

Recommendation: Request removal. If they refuse, don't worry - it's void in CA anyway.

Example 2: Quick Question

User: Is a 3-year non-compete normal?

Me: No, 3 years is longer than typical. Here's the context:

Duration
Assessment

6 months
Short, usually reasonable

1 year
Common, often enforceable

2 years
Upper limit of reasonableness

3 years
Excessive - likely unenforceable in many jurisdictions

Important: In California, non-competes are void regardless of duration. Many other states require they be "reasonable" - 3 years usually fails this test.

Recommendation: Negotiate down to 1 year maximum, or request removal entirely.

Tips for Better Results

Tell me your role: Are you the employee, contractor, buyer, or seller?

Specify jurisdiction: US? Which state? EU? China?

Share context: Is this a job you really want? Big client? High stakes?

Ask follow-ups: I can explain any clause in more detail

Use me iteratively: Review → Negotiate → Review revised version

Limitations

I provide general guidance, not legal advice

My knowledge may not reflect the latest legal changes

Some risks are industry-specific and may need expert review

For high-stakes contracts (M&A, major deals), always use a lawyer

I can't verify if the other party will actually follow the contract

Languages

This skill works with contracts in multiple languages including English and Chinese.
Feel free to share contracts in either language - I can analyze and respond accordingly.

Built by the Claude Office Skills community. Contributions welcome!