Contract Review

Review legal contracts for risks, extract key terms, and suggest redlines. Built on the CUAD dataset (41 risk categories), ContractEval benchmarks, and LegalBench.

Disclaimer: This skill provides informational analysis only. It is not legal advice. Material terms should be reviewed by qualified legal counsel before signing.

When to Activate

• - User mentions "review contract", "analyze agreement", "check this contract"
• User uploads or references a PDF/DOCX legal document
• User asks about specific clauses, risks, or terms

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Step 1: Pre-Review Checklist

Before analyzing content, verify document completeness:

• - [ ] Blank fields: Flag any "$X", "TBD", "[amount]", "" placeholders
• [ ] Missing exhibits: List all referenced schedules/exhibits and note which are missing
• [ ] Signature status: Draft or already executed?
• [ ] All pages present: Check for truncation or missing sections

If blank fields or missing exhibits exist, flag prominently in output header.

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Step 2: Identify Document Type & User Position

Ask if unclear: "Which party are you? (customer, vendor, buyer, seller, licensor, licensee, receiving party, disclosing party)"

This affects what's "risky":

• - Customer reviewing vendor agreement: flag vendor-favorable terms
• Vendor reviewing own template: flag customer-favorable terms
• Buyer in M&A: flag seller-favorable terms
• Seller in M&A: flag buyer-favorable terms
• Receiving party in NDA: flag disclosing party-favorable terms

Assess power dynamic:

• - Startup vs. large enterprise? (limited negotiating leverage)
• Standard form vs. negotiated? (some terms non-negotiable)
• Regulated industry? (some terms legally required)

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Output Format

Use markdown for readable, scannable output.

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Example Output

CODEBLOCK0

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Red Flags Quick Scan

Check these danger signs FIRST before deep analysis:

Red Flag	Why It Matters
Liability cap < 6 months	Inadequate protection
Uncapped indemnification

Unlimited exposure |
| "As-is" with no warranty | No recourse for defects |
| Unilateral suspension without notice | Service can vanish |
| Unilateral amendment rights | Terms can change |
| No termination for convenience | Locked in |
| Perpetual obligations (tails, non-competes) | Indefinite exposure |
| Offshore jurisdiction (BVI, Cayman) | Expensive to enforce |
| Pre-signed conflict waivers | No recourse for conflicts |
| "Sole discretion" language favoring counterparty | No objective standard |
| Class action waiver + mandatory arbitration | Limited remedies |
| Asymmetric assignment rights | They can assign, you can't |

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Document Type Checklists

NDA Checklist

Category	Check For
Direction	One-way or mutual?
Definition scope

"All information" too broad? Standard exceptions? | | Term | 2 years short, 3-5 typical, indefinite for trade secrets | | Permitted disclosure | "Representatives" defined? Flow-down required? | | Residuals clause | Can use general knowledge retained in memory? | | Non-solicitation | Employees protected? | | Standstill | Prevents hostile acquisition actions? | | No-contact | Customers, suppliers, employees protected? | | Return/destruction | Certification required? | | Public announcement | Prohibits disclosure of discussions? | | Compelled disclosure | Notice required? Time to seek protective order? | | Injunctive relief | Pre-agreed specific performance? Bond waiver? |

SaaS/MSA Checklist

Category	Check For
Liability cap	12+ months = standard
Uptime SLA

99.9% with credits = standard | | Suspension rights | Unilateral? Notice required? | | Data ownership | Customer owns customer data? | | Data export | Format, duration, cost on termination? | | Price increases | Capped? Notice period? | | Auto-renewal notice | 90+ days = good, <60 = risk | | Termination | Mutual for convenience? Cure period for cause? | | Subprocessors | Notice of changes? Approval rights? | | Insurance | Vendor carries E&O, cyber? |

Payment/Merchant Agreement Checklist

Category	Check For
Reserve/holdback	Amount, duration, release conditions?
Chargeback liability

Capped? Fraud protection? | | Network rules | Incorporated by reference? Access provided? | | Auto-debit authority | Notice before debits? | | Settlement timing | When do you receive funds? | | Volume commitments | Realistic? Penalty for shortfall? | | Suspension rights | Immediate or notice? | | Termination tail | How long do obligations survive? | | Audit rights | Frequency, notice, cost allocation? | | PCI compliance | Who bears cost? |

M&A Agreement Checklist

Category	Check For
Purchase price	Cash vs. stock vs. earnout mix?
Earnout mechanics

Measurement, discretion, audit rights, acceleration? | | Escrow/holdback | Amount (10-15% typical), duration (12-18 mo), release? | | Rep survival | 12-24 months general, longer for fundamental | | Indemnification cap | 10-20% of purchase price typical | | Basket type | True deductible vs. tipping? | | Sandbagging | Pro-buyer or anti-sandbagging? | | Non-compete | 2-3 years, geographic scope? | | Working capital | Target, collar, true-up mechanism? | | MAC definition | Carve-outs for market conditions? | | Employment comp | Counted in purchase price or separate? |

Finder/Broker Agreement Checklist

Category	Check For
Fee percentage	Specified or blank?
Fee calculation

What's included in deal value? Employment comp? | | "Covered buyer" definition | How broad? Any prior relationship carve-out? | | Tail period | 12-24 months typical; perpetual = red flag | | Exclusivity | Exclusive or non-exclusive? | | Minimum fee | Floor amount? | | Joint representation | Consent required? Conflict waiver? | | Escrow deduction | Auto-pay from proceeds? | | Term/termination | Can you exit? | | Broker status | BD registered if securities involved? |

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Risk Categories (CUAD 41 + Extensions)

Document Basics

• - Document Name and Type
• Parties (legal names, roles)
• Agreement Date / Effective Date
• Expiration Date
• Renewal Terms
• Document Status (draft/executed)
• Blank Fields / Placeholders

Term & Termination

• - Contract Term / Duration
• Termination for Convenience
• Termination for Cause
• Post-Termination Services
• Survival Clauses
• Suspension Rights (immediate vs. with notice)
• Cure Periods

Assignment & Control

• - Anti-Assignment Clause
• Change of Control
• Consent Requirements
• Asymmetric Assignment (they can, you can't)

Financial Terms

• - Payment Terms
• Price Restrictions / Adjustments
• Most Favored Nation (MFN)
• Minimum Commitment
• Volume Restrictions
• Audit Rights
• Price Escalation Caps
• Reserve/Holdback Requirements
• Auto-Debit Authority

Liability & Risk

• - Limitation of Liability
• Cap on Liability
• Uncapped Liability Carve-outs
• Indemnification
• Insurance Requirements
• Warranty Duration
• Warranty Disclaimer (As-Is)
• Exclusive Remedy Clauses
• Chargeback/Return Liability

IP & Confidentiality

• - IP Ownership Assignment
• License Grant
• Affiliate License - Licensor/Licensee
• Covenant Not To Sue
• Non-Compete
• Non-Solicitation (Employees/Customers)
• Competitive Restriction Exception
• Exclusivity
• Non-Disparagement
• Confidentiality Duration
• Third Party Beneficiary
• Residuals Clause
• Feedback Ownership

Dispute Resolution

• - Governing Law
• Jurisdiction / Venue
• Arbitration vs Litigation
• Jury Trial Waiver
• Class Action Waiver
• Offshore Jurisdiction Flags

Special Provisions

• - ROFR / ROFO / ROFN
• Revenue/Profit Sharing
• Joint IP Ownership
• Source Code Escrow
• Irrevocable or Perpetual License
• Data Export Rights
• Uptime/Availability SLA
• Sublicensing Rights
• Unilateral Amendment Rights

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Market Standard Benchmarks

Provision	Standard	Yellow Flag	Red Flag
Liability cap	12 months' fees	6-11 months	<6 months
Non-compete duration

1-2 years | 3-4 years | 5+ years | | Non-compete geography | Where business operates | State-wide | Nationwide | | Auto-renewal notice | 90+ days | 60-89 days | <60 days | | Termination notice | Mutual, 60-90 days | One-sided, 30 days | Immediate | | Indemnification | Mutual, capped | Asymmetric | Uncapped | | Rep survival (M&A) | 12-18 months general | 24-30 months | 36+ months | | Escrow (M&A) | 10-15% for 12-18 mo | 15-20% for 18-24 mo | >20% or >24 mo | | Confidentiality (NDA) | 3 years general | 2 years | 5+ years | | Fee tail (broker) | 12-18 months | 24 months | Perpetual | | SLA uptime | 99.9% with credits | 99.5% | No SLA | | Data export | 90 days, standard format | 30 days | None | | Price increase cap | CPI or 5% annual | 10% annual | Uncapped | | Cure period | 30 days | 15 days | None |

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Negotiability Guide

Rating	Meaning	Examples
High	Usually accepted	Mutual termination, cure periods, data export
Medium

Depends on leverage | Liability cap increase, price caps | | Low | Rarely changed | Network rules (payments), regulatory requirements | | None | Non-negotiable | Card network mandates, banking regulations |

Power dynamic factors:

• - Large customer + small vendor = more leverage
• Startup + enterprise vendor = less leverage
• Competitive market = more leverage
• Sole-source vendor = less leverage
• Regulated terms = no leverage (legally required)

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Jurisdiction Notes

Non-Competes:

• - California, North Dakota, Oklahoma, Minnesota: Generally void
• Other states: Reasonableness test applies

Choice of Law:

• - Delaware: Corp-friendly, predictable
• New York: Financial agreements, sophisticated courts
• California: Employee-friendly, tech industry
• BVI/Cayman: Offshore, expensive to litigate, potential red flag

Arbitration Venues:

• - AAA, JAMS: Standard US commercial
• SIAC (Singapore), LCIA (London): International, expensive
• Mandatory + class waiver: Limits remedies significantly

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Guardrails

• - Not legal advice: Recommend attorney review for material terms
• Not tax advice: Flag but don't opine
• Jurisdiction matters: Note when enforceability varies
• Express uncertainty: Say when interpretation is unclear
• No hallucination: Only reference text actually in document
• Show what's acceptable: Always include "Reviewed & Acceptable" section
• Document status matters: Note if already executed (review is informational)

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License

MIT License. Open source contribution by IrisGo.AI.