contract-review git:20260828.f80dcb5A

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---
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.

## 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.