Use when reviewing a general commercial contract — such as a master services agreement, vendor agreement, supplier contract, or professional services agreement — to produce a structured risk assessment and prioritized issue list for attorney review.
When to use
A user asks to "review this contract," "flag the risks in this agreement," "what should I push back on," or "is this MSA standard."
A vendor, supplier, or service provider has sent a contract and the client needs a first-pass review before negotiation or execution.
The user is preparing to redline a commercial agreement and needs a structured starting point.
A contract is being renewed or amended and the user wants to understand baseline risk exposure.
An in-house team or business owner needs a risk summary before escalating to outside counsel.
The user needs to compare risk posture across multiple inbound form agreements.
Required inputs
The full contract text — uploaded or pasted. Do not review from a description, summary, or excerpt alone; the full document is required.
The client's role — which party is the client (e.g., customer/buyer, vendor/service provider, licensor, licensee)?
Business context — what is the commercial relationship, what is being provided or received, and what is the approximate transaction value or risk exposure?
Counterparty form or negotiated draft — note whether this is the counterparty's standard form (higher scrutiny) or a negotiated draft.
Optional: the practice group's practice-profiles/contracts.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the contract text or the client's role is not provided, stop and request it. Do not begin risk assessment by guessing at facts.
Use when reviewing a non-disclosure or confidentiality agreement to produce a triage rating (route, flag, or stop), a structured risk summary, and prioritized redline points for attorney review.
When to use
A user asks to "review this NDA," "check this confidentiality agreement," or "tell me what's risky here."
A counterparty has sent an NDA and the user needs a first-pass risk read.
The user wants a route / flag / stop call on whether an NDA can move toward signature.
The user wants a redline priority list before negotiation.
The user wants a plain-language summary of an NDA's obligations.
Required inputs
The full NDA text (uploaded or pasted). Do not review from a description alone.
The client's role: disclosing party, receiving party, or mutual.
The business context: what is being shared and why.
The transaction context: whether this is a stand-alone commercial NDA, or part of an M&A, employment, or investment deal.
Optional but recommended: the client's standard NDA positions or playbook — acceptable terms, "never accept" terms, mutuality default, required carve-outs, term and survival caps, and governing-law preferences. The review benchmarks against these where they are provided.
Optional: the practice group's practice-profiles/contracts.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the NDA text is not provided, stop and request it. Do not reconstruct or assume contract language.
Use when summarizing the substantive changes between two versions of a contract, a set of tracked changes, or a base agreement plus a series of amendments — to produce a change-by-change table and narrative of the most material shifts for attorney review.
When to use
A counterparty has returned a redlined draft and the user needs a structured summary of what changed.
The user asks to "summarize the redlines," "what did they change," "walk me through the markups," or "what should I push back on."
The user has two versions of a contract (clean or tracked) and needs to understand what is different between them.
Negotiations have progressed through multiple rounds and the user needs a record of which issues have moved and which remain open.
An in-house team needs a quick summary of outside counsel redlines before a negotiation call.
The user wants to compare a counterparty's proposed edits against the client's original draft to assess concession patterns.
The user has a base agreement plus one or more amendments and needs to understand how the contract has evolved across the full amendment history.
The user needs to trace a specific provision through multiple amendments to determine its current controlling language.
Required inputs
Both contract versions — the base version (typically the client's draft or the prior round) and the revised version (the counterparty's return or the new round). Both are required; do not proceed with only one version.
OR a single document with accepted tracked changes visible — the tracked-change markup must be present in the document, not a clean copy.
OR a base agreement plus a series of amendments — all documents in the amendment chain are required. Provide the base agreement and each amendment in order. If ordering is ambiguous, the skill will attempt to sequence by execution date or amendment number/title and flag any inferred ordering for confirmation. [CONFIRM: amendment ordering before proceeding]
The client's role — which party is the client? This determines which party each change favors.
Context — what stage of negotiation is this, or what is the purpose of the amendment-chain review? (e.g., first redline return, third round, pre-execution final review, amendment history audit)
Optional — Provision-trace target — if the user wants to trace a single provision through all versions, identify the provision by section number, clause title, or subject matter.
If only one version is provided (and no amendment chain), stop and request the other. If a clean document is provided without tracked changes and without a base version or amendment chain, stop and explain that a comparison cannot be performed.
Use when reviewing a statement of work or work order to assess scope clarity, deliverables, acceptance criteria, timeline, pricing, and — critically — consistency with the governing master agreement.
When to use
A user asks to "review this SOW," "check this work order," "is this statement of work solid," or "does this conflict with our MSA."
A vendor or service provider has sent a SOW for signature and the user needs a structured first-pass review.
The user is preparing to negotiate or redline a SOW and needs to understand scope, payment, and IP risks before doing so.
An in-house team or project owner needs to confirm that a SOW is consistent with the governing MSA before execution.
A SOW has been executed and a dispute has arisen about scope, deliverables, or payment — the user needs a structured analysis of what the SOW says.
The user is reviewing a form SOW template for future use and needs a gap analysis.
Required inputs
The full SOW text — uploaded or pasted. Do not review from a description or partial excerpt alone.
The governing MSA or master agreement — strongly preferred; if unavailable, flag this as a material gap and note that MSA-SOW consistency analysis cannot be performed. Do not assume MSA terms.
The client's role — which party is the client (e.g., customer/buyer, vendor/service provider)?
Business context — what services are being procured or provided, what is the approximate value, and what is the delivery timeline?
Optional: the practice group's practice-profiles/contracts.md if it has been populated and is loaded alongside this skill. If present, the skill uses its Standard Positions and Escalation Thresholds tables to benchmark the output and to gate escalation. If absent, the skill proceeds without practice-profile benchmarking and asks the user to supply standing positions inline if needed.
If the SOW text is not provided, stop and request it. If the governing MSA is not provided, proceed with the SOW-only review but prominently flag throughout that MSA-consistency analysis is incomplete.
Use when assembling a consolidated status report of the agreements in place with a given vendor — what is executed, current, expired, or missing — with a gap analysis, upcoming dates, and surviving obligations for attorney review.
When to use
A user says "what agreements do we have with this vendor?", "pull the vendor agreement status," or "consolidate everything we have with this supplier."
A renewal, a new engagement, or a vendor risk review is approaching and the team needs a consolidated view.
The user needs a gap analysis showing which expected agreements with a vendor are missing.
Required inputs
Vendor identity: the vendor's name, including known name variations, abbreviations, and any parent-or-subsidiary relationships that affect which entity contracted.
Agreement records: the executed agreements, amendments, statements of work, data processing agreements, NDAs, insurance certificates, and related documents the user provides. The skill reviews the materials supplied; it does not query a CLM, CRM, email, or any other external system.
Relationship context: what the vendor does for the organization and whether the vendor handles personal data.
Expected agreement set (optional): the agreement types the firm expects for a vendor of this type. If not provided, use a general expected set and flag it as not firm-specific.
If no agreement records are provided, stop and request them.