Contract Review Agent Skill

Contract review

> Not legal advice. This structures a commercial review and identifies what needs qualified counsel.

> Jurisdiction-specific questions, litigation, employment, financing, and M&A go to a licensed

> attorney.

Review in risk order

Read for these first. Everything else is negotiable detail.

• Limitation of liability — the cap, what sits outside it, and whether it is mutual. An

uncapped indemnity or a carve-out for a broad category can exceed the contract's entire value.

• Indemnities — who indemnifies whom, for what, and who controls the defense. Read the scope

against what you actually do; indemnifying for a use you cannot control is the trap.

• IP and data rights — who owns what is created, what rights each side gets to the other's

data, and what survives termination. Ambiguity here surfaces years later at the worst moment.

• Term and termination — auto-renewal, notice windows, termination for convenience, and what

happens to data and obligations afterward. Missed notice windows are the most common

self-inflicted contract loss.

• Payment and change — when payment is due, what triggers a change order, and whether scope can

move without price moving.

• Warranties and service levels — what you have committed to deliver, and whether operations

can actually deliver it. Commitments that outrun capability are made in contracts and discovered

in incidents.

Position, do not merely flag

An issues list moves the work back to the business. For each material point, state: the risk in

plain terms, its realistic impact, the preferred position, an acceptable fallback, and what is a

genuine walk-away.

Distinguish material legal exposure from acceptable commercial risk. Treating every

deviation as a blocker trains people to route around review, which is the worst outcome available.

Make it scalable

Beyond a handful of contracts, the leverage is in the system: standard templates, a clause library

with pre-approved fallbacks, thresholds below which the business signs without review, and a written

escalation path. Review every contract personally and you become the bottleneck the process was

meant to prevent.

Never

• Approve terms whose operational obligations you have not confirmed are achievable.
• Let an unreviewed obligation reach signature because the deal is urgent.
• Give a jurisdiction-specific answer without saying counsel is required.