/review-contract

/review-contract -- Contract Review Against Playbook

If you see unfamiliar placeholders or need to check which tools are connected, see CONNECTORS.md.

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

Invocation

/review-contract

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

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

For each clause, assess against the playbook (or generic standards) and note whether it is present, absent, or unusual.

Step 5: Flag Deviations

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

GREEN -- Acceptable

• Aligns with or is better than the organization's standard position
• Minor variations that are commercially reasonable
• No action needed; note for awareness

YELLOW -- Negotiate

• Falls outside standard position but within negotiable range
• Common in the market but not the organization's preference
• Requires attention but not escalation
• Include: Specific redline language to bring the term back to standard position
• Include: Fallback position if the counterparty pushes back
• Include: Business impact of accepting as-is vs. negotiating

RED -- Escalate

• Falls outside acceptable range or triggers an escalation criterion
• Unusual or aggressive terms that pose material risk
• Requires senior counsel review, outside counsel involvement, or business decision-maker sign-off
• Include: Why this is a RED flag (specific risk)
• Include: What the standard market position looks like
• Include: Business impact and potential exposure
• Include: Recommended 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

Step 8: CLM Routing (If Connected)

If a Contract Lifecycle Management system is connected via MCP:

• Recommend the appropriate approval workflow based on contract type and risk level
• Suggest the correct routing path (e.g., standard approval, senior counsel, outside counsel)
• Note any required approvals based on contract value or risk flags

If no CLM is connected, skip this step.

Output Format

Structure the output as:

## 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