alirezarezvani/gc-review

/cs:gc-review — General Counsel Forcing Questions

Command: /cs:gc-review <plan>

The General Counsel lens. Six questions before any contract, term sheet, IP move, or regulatory commitment. This is a lane gstack has zero of — and one where a single missed clause costs more than a year of engineering.

⚠️ Not legal advice. This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions.

When to Run

• Before signing any contract > $100K or > 1 year
• Before issuing equity (employee grants, advisor grants)
• Before a term sheet response
• Before entering a regulated market (healthcare, fintech, defense)
• Before any open-source license decision in core IP
• Before an M&A LOI

The Six GC Questions

1. IP Ownership

Who owns the IP being created or shared in this transaction?

• Work-for-hire vs license vs joint.
• For employees and contractors: written IP assignment in place?
• For OSS: license compatibility checked?

2. Liability & Indemnity

What's the liability cap, and what's carved out from it?

• Standard cap: 12 months of fees.
• Carve-outs: IP infringement, data breach, willful misconduct.
• Mutual indemnity desirable.

3. Data Processing

What personal data is involved, and is a DPA in place?

• GDPR / CCPA scope?
• Subprocessor flow-down?
• Data residency requirements?

4. Termination & Renewal

What's the termination right, what's the notice period, and what's auto-renew?

• Termination for convenience vs cause.
• Notice period (30 / 60 / 90 days).
• Auto-renewal trap?

5. Regulatory Surface

Does this expose the company to a new regulatory regime?

• Healthcare → HIPAA.
• Fintech → BSA/AML, state money-transmitter.
• Medical device → FDA, MDR, ISO 13485.
• Data → GDPR, CCPA, state breach laws.

6. Employment / Equity

If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment?

• Misclassification risk?
• Equity vesting standard (4-year, 1-year cliff)?
• Acceleration triggers?
• 409A current?

Workflow

1. Read the contract / term sheet end to end
2. Run the six questions
3. Identify the top-3 issues that need outside counsel review
4. Apply the verdict

Output Format

# GC Review: <plan>
**Date:** YYYY-MM-DD

## Document
- Type: <contract / term sheet / grant / DPA>
- Counterparty: <name>
- $ value or scope: <amount>

## Issues
| # | Issue | Risk | Recommendation |
|---|---|---|---|
| 1 | <e.g., uncapped IP indemnity> | HIGH | Cap at fees paid, mutual |
| 2 | <e.g., 5-year auto-renew> | MED | 1-year max, 60-day notice |
| 3 | <e.g., no DPA, EU data> | HIGH | Require DPA before sign |

## Regulatory Trigger
- New regime triggered? <yes/no>
- Specific frameworks: <HIPAA / GDPR / etc.>

## Outside Counsel Action Items
- [ ] <specific item 1>
- [ ] <specific item 2>
- [ ] <specific item 3>

## Verdict
🟢 SIGN AS-IS (rare)
🟡 NEGOTIATE — counter on top-3 issues
🔴 DO NOT SIGN — material risk

Routing

• /cs:ciso-review — for any data-touching contract
• /cs:cfo-review — for any commitment > 1 year or > 1% of revenue
• /cs:decide — log the verdict after outside counsel review

Workflow Integration with general-counsel-advisor skill

Since v2.5.1, this command is backed by a full skill at ../../../skills/general-counsel-advisor/ with two Python tools:

# Automated contract scan (12 founder-killer patterns)
python ../../../skills/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt

# Term sheet scoring (0-100 founder-friendliness)
python ../../../skills/general-counsel-advisor/scripts/term_sheet_analyzer.py path/to/term_sheet.json

The cs-general-counsel-advisor agent orchestrates both tools plus 3 references (contracts playbook, IP + regulatory, term sheet decoder).

Related

• Skill: general-counsel-advisor — full skill with Python tools + references
• Agent: cs-general-counsel-advisor
• Compliance execution: ../../../../ra-qm-team/
• Adjacent: ../../../skills/ma-playbook/

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Version: 1.0.0