---
name: contract-review
description: Reviews and negotiates commercial agreements — MSAs, SOWs, order forms, NDAs, vendor and data-processing agreements — identifying material risk, proposing positions, and recommending a path rather than listing issues. Use this to review a contract before signature, prepare a negotiation position, build fallback positions and approval thresholds, or assess exposure in terms already agreed.
---

# 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.

1. **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.
2. **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.
3. **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.
4. **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.
5. **Payment and change** — when payment is due, what triggers a change order, and whether scope can
   move without price moving.
6. **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.

## Sources

`references/sources.md` in this skill lists the outside authorities that settle the questions
here — what each one is authoritative for, and what you may do with it. Check them before
answering on anything they cover, and cite what you used. Most are free to read and not free
to reproduce; the use note on each is binding.

## Tooling

Contract lifecycle management: Ironclad, Icertis, Agiloft, DocuSign CLM, LinkSquares, and
similar. Signature alone — DocuSign, Dropbox Sign, PandaDoc — is a different and much
smaller purchase.

The value in CLM is the clause library and the searchable repository, not the approval
workflow. If you cannot answer "which of our contracts cap indemnity below the fee paid"
in a minute, that is the gap worth buying against.

## 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.