grailautomation/review-contract

/legal:review-contract -- Contract Review Against Playbook

If you see unfamiliar placeholders or need to check which tools are connected, see CONNECTORS.md.

Review a contract against your organization's negotiation playbook. Analyze each clause, flag deviations, generate redline suggestions, and provide business impact analysis.

Invocation

/legal:review-contract <contract file or URL>

Review the contract: @$1

Workflow

Step 1: Accept the Contract

Accept the contract in any of these formats:

• File upload: PDF, DOCX, or other document format
• URL: Link to a contract in your CLM, cloud storage (e.g., Box, Egnyte, SharePoint), or other document system
• Pasted text: Contract text pasted directly into the conversation

If no contract is provided, prompt the user to supply one.

Step 2: Gather Context

Ask the user for context before beginning the review:

1. Which side are you on? (vendor/supplier, customer/buyer, licensor, licensee, partner -- or other)
2. Deadline: When does this need to be finalized? (Affects prioritization of issues)
3. Focus areas: Any specific concerns? (e.g., "data protection is critical", "we need flexibility on term", "IP ownership is the key issue")
4. Deal context: Any relevant business context? (e.g., deal size, strategic importance, existing relationship)

If the user provides partial context, proceed with what you have and note assumptions.

Step 3: Load the Playbook

Look for the organization's contract review playbook in local settings (e.g., legal.local.md or similar configuration files).

The playbook should define:

• Standard positions: The organization's preferred terms for each major clause type
• Acceptable ranges: Terms that can be agreed to without escalation
• Escalation triggers: Terms that require senior counsel review or outside counsel involvement

If no playbook is configured:

• Inform the user that no playbook was found
• Offer two options:
  1. Help the user set up their playbook (walk through defining positions for key clauses)
  2. Proceed with a generic review using widely-accepted commercial standards as the baseline
• If proceeding generically, clearly note that the review is based on general commercial standards, not the organization's specific positions

Step 4: Clause-by-Clause Analysis

Analyze the contract systematically, covering at minimum:

| Clause Category | Key Review Points | |----------------|-------------------| | Limitation of Liability | Cap amount, carveouts, mutual vs. unilateral, consequential damages | | Indemnification | Scope, mutual vs. unilateral, cap, IP infringement, data breach | | IP Ownership | Pre-existing IP, developed IP, work-for-hire, license grants, assignment | | Data Protection | DPA requirement, processing terms, sub-processors, breach notification, cross-border transfers | | Confidentiality | Scope, term, carveouts, return/destruction obligations | | Representations & Warranties | Scope, disclaimers, survival period | | Term & Termination | Duration, renewal, termination for convenience, termination for cause, wind-down | | Governing Law & Dispute Resolution | Jurisdiction, venue, arbitration vs. litigation | | Insurance | Coverage requirements, minimums, evidence of coverage | | Assignment | Consent requirements, change of control, exceptions | | Force Majeure | Scope, notification, termination rights | | Payment Terms | Net terms, late fees, taxes, price escalation |

For each clause, assess against the playbook (or generic standards) and note whether it is present, absent, or unusual.

Step 5: Flag Deviations

Classify each deviation from the playbook using a three-tier system:

GREEN -- Acceptable

• Aligns with or is better than the organization's standard position
• Minor variations that are commercially reasonable
• No action needed; note for awareness

YELLOW -- Negotiate

• Falls outside standard position but within negotiable range
• Common in the market but not the organization's preference
• Requires attention but not escalation
• Include: Specific redline language to bring the term back to standard position
• Include: Fallback position if the counterparty pushes back
• Include: Business impact of accepting as-is vs. negotiating

RED -- Escalate

• Falls outside acceptable range or triggers an escalation criterion
• Unusual or aggressive terms that pose material risk
• Requires senior counsel review, outside counsel involvement, or business decision-maker sign-off
• Include: Why this is a RED flag (specific risk)
• Include: What the standard market position looks like
• Include: Business impact and potential exposure
• Include: Recommended escalation path

Step 6: Generate Redline Suggestions

For each YELLOW and RED deviation, provide:

• Current language: Quote the relevant contract text
• Suggested redline: Specific alternative language
• Rationale: Brief explanation suitable for sharing with the counterparty
• Priority: Whether this is a must-have or nice-to-have in negotiation

Step 7: Business Impact Summary

Provide a summary section covering:

• Overall risk assessment: High-level view of the contract's risk profile
• Top 3 issues: The most important items to address
• Negotiation strategy: Recommended approach (which issues to lead with, what to concede)
• Timeline considerations: Any urgency factors affecting the negotiation approach

Step 8: CLM Routing (If Connected)

If a Contract Lifecycle Management system is connected via MCP:

• Recommend the appropriate approval workflow based on contract type and risk level
• Suggest the correct routing path (e.g., standard approval, senior counsel, outside counsel)
• Note any required approvals based on contract value or risk flags

If no CLM is connected, skip this step.

Output Format

Structure the output as:

## Contract Review Summary

**Document**: [contract name/identifier]
**Parties**: [party names and roles]
**Your Side**: [vendor/customer/etc.]
**Deadline**: [if provided]
**Review Basis**: [Playbook / Generic Standards]

## Key Findings

[Top 3-5 issues with severity flags]

## Clause-by-Clause Analysis

### [Clause Category] -- [GREEN/YELLOW/RED]
**Contract says**: [summary of the provision]
**Playbook position**: [your standard]
**Deviation**: [description of gap]
**Business impact**: [what this means practically]
**Redline suggestion**: [specific language, if YELLOW or RED]

[Repeat for each major clause]

## Negotiation Strategy

[Recommended approach, priorities, concession candidates]

## Next Steps

[Specific actions to take]

Notes

• If the contract is in a language other than English, note this and ask if the user wants a translation or review in the original language
• For very long contracts (50+ pages), offer to focus on the most material sections first and then do a complete review
• Always remind the user that this analysis should be reviewed by qualified legal counsel before being relied upon for legal decisions