contract-review

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