Contract Review

Goal

Analyze a contract to identify risky clauses, missing obligations, and renewal traps, and deliver a structured risk report with recommended actions.

Trigger

When a contract is received and needs review before signing or negotiation.

Steps

1. 1

   Analyze the full contract text below and identify all parties, the contract type, effective dates, and governing law before proceeding: $contract_text

   • □All parties clearly identified
   • □Contract type and purpose understood
   • □Governing law and jurisdiction noted
2. 2

   Scan for risky clauses including indemnification, limitation of liability, exclusivity, non-compete, and IP assignment provisions. Note which party bears disproportionate risk in each.

   • □Indemnification scope assessed
   • □Liability caps (or absence) flagged
   • □IP and exclusivity terms reviewed
3. 3

   Identify missing or vague obligations: deliverables without deadlines, payment terms without amounts, SLAs without penalties, or dispute resolution procedures that are absent or unclear.

   • □All obligations have clear owners and deadlines
   • □Payment terms are specific and complete
   • □Dispute resolution process is defined
4. 4

   Flag all renewal, termination, and notice clauses. Highlight auto-renewal traps, short notice windows (under 30 days), evergreen clauses, and any termination-for-convenience restrictions.

   • □Auto-renewal terms surfaced with exact notice deadlines
   • □Termination-for-convenience rights confirmed
   • □Notice periods flagged as adequate or risky
5. 5

   Produce a structured risk report: list each finding with a severity rating (High / Medium / Low), the relevant clause or section reference, a plain-language explanation of the risk, and a specific recommended action or redline suggestion.

   • □Every finding has a severity rating
   • □Clause location is cited for each issue
   • □Each risk includes a concrete recommended action
6. 6

   Write a concise executive summary (5–8 sentences) covering overall contract risk level, the top 3 issues requiring immediate attention, and a clear go / negotiate / reject recommendation.

   • □Overall risk level stated
   • □Top 3 issues called out explicitly
   • □Clear recommendation provided

Output format

Start with an Executive Summary section, followed by a Risk Report table with columns: Severity, Section Reference, Risk Description, and Recommended Action. End with a numbered list of Priority Negotiation Points. Use plain language throughout — no unexplained legal jargon.