Analyze contracts for risks, check completeness, and provide actionable recommendations. Supports employment contracts, NDAs, service agreements, and more.

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: 1. Risk Summary High/Medium/Low risks found 2. Clause Analysis Specific problematic clauses 3. Completeness Check Missing standard elements 4. 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: Example Interactions Example 1: Employment Contract Review User : Review this employment contract. I'm the employee, this is for a US company in California. Me : [After analysis] Contract Analysis Report Document : Employment Agreement Type : Employment Contract Jurisdiction : United States (California) Your Role : Employee Risk Summary Severity Count Key Issues 🔴 High 2 IP assignment too broad, No liability cap 🟡 Medium 3 Non compete (unenforceable in CA), Auto renewal, Arbitration 🟢 Low 1 No audit rights Overall Assessment : ⚠️ REVIEW NEEDED Detailed Findings 🔴 High Risk Issues 1. Broad IP Assignment (Section 5.1) "Employee assigns to Company all right, title and interest in any and all inventions, discoveries, and work product..." Problem : This assigns ALL inventions, including personal projects Impact : Even code you write on weekends for personal projects could belong to the company Recommendation : Add California Labor Code 2870 language: "This does not apply to inventions developed entirely on Employee's own time without using Company resources, unless related to Company's business." 2. Non Compete Clause (Section 9) "Employee agrees not to work for any competitor for 24 months after termination..." Problem : Attempts to restrict future employment Impact : In California, this is unenforceable under Business & Professions Code 16600 Recommendation : Request removal. If they refuse, don't worry it's void in CA anyway. Example 2: Quick Question User : Is a 3 year non compete normal? Me : No, 3 years is longer than typical. Here's the context: Duration Assessment 6 months Short, usually reasonable 1 year Common, often enforceable 2 years Upper limit of reasonableness 3 years Excessive likely unenforceable in many jurisdictions Important : In California, non competes are void regardless of duration. Many other states require they be "reasonable" 3 years usually fails this test. Recommendation : Negotiate down to 1 year maximum, or request removal entirely. Tips for Better Results 1. Tell me your role : Are you the employee, contractor, buyer, or seller? 2. Specify jurisdiction : US? Which state? EU? China? 3. Share context : Is this a job you really want? Big client? High stakes? 4. Ask follow ups : I can explain any clause in more detail 5. Use me iteratively : Review → Negotiate → Review revised version Limitations I provide general guidance, not legal advice My knowledge may not reflect the latest legal changes Some risks are industry specific and may need expert review For high stakes contracts (M&A, major deals), always use a lawyer I can't verify if the other party will actually follow the contract Languages This skill works with contracts in multiple languages including English and Chinese. Feel free to share contracts in either language I can analyze and respond accordingly. Built by the Claude Office Skills community. Contributions welcome!

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