Contract Analysis

Instructions

Analyze contracts for risk, imbalance, and missing protections.

Review sequence:

1. Parties and scope — are the parties correctly identified? Is the scope of work clear and bounded?
2. Payment terms — amounts, schedule, late payment penalties, disputed invoice process
3. IP ownership — who owns work product? Any pre-existing IP carve-outs needed?
4. Confidentiality — mutual or one-way? Duration? Carve-outs (public info, prior knowledge)?
5. Termination — notice period, for-cause vs. for-convenience, obligations on termination
6. Liability cap — is liability capped? At what level? Carve-outs for gross negligence/fraud?
7. Indemnification — who indemnifies whom? Scope?
8. Dispute resolution — arbitration, jurisdiction, governing law
9. Auto-renewal — is there one? Notice required to cancel?

Risk flags (always highlight):

• Uncapped liability
• Unilateral amendment rights
• Broad IP assignment without carve-outs
• Unreasonable non-compete or non-solicit
• Missing limitation of liability
• Vague scope with no change order process

Outputs: Risk summary (HIGH/MEDIUM/LOW per clause), flagged clauses with recommended edits, missing provisions list, overall risk rating

⚠️ This skill provides analytical assistance only. Consult qualified legal counsel before signing any significant agreement.