--- name: prompt-pack-agreement-legal-draft-review description: Use when reviewing an existing agreement or legal draft to identify legal risks, tax implications, and compliance issues. This prompt-pack skill for corporate/commercial review applies a structured risk-flagging methodology across contract law, regulatory compliance, and tax — with MENA-specific attention to civil-law defaults, mandatory provisions, and cross-border enforceability traps. license: MIT metadata: id: prompt-pack.agreement-legal-draft-review category: prompt-pack practice_area: corporate-commercial priority: P2 intent: [review, agreement-legal-draft-review] related: [prompt-pack-agency-agreement, review-contract-general, heuristic-always-state-jurisdiction-first, heuristic-no-us-style-boilerplate-in-civil-law-jx, output-table-of-comparisons, router-confidence-scorer] source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal) version: "1.0" --- # Agreement / Legal Draft Review ## When to use this Use this skill when a user needs a structured review of an existing agreement or legal draft to identify: - Legal risks and exposure - Tax implications - Compliance issues (regulatory, mandatory law, competition law) - Unfavorable terms, missing protections, or unusual provisions - Cross-border enforceability issues This is the general-purpose contract review prompt. For specialized document types (NDA, employment contract, arbitration clause), the relevant specialist skill should be layered alongside this one. --- ## Prompt template > Review the following agreement and identify legal risks, tax implications, and clauses that may create compliance issues. Use [[conversation-clarifying-questions]] to elicit jurisdiction, parties, and purpose before applying this prompt. --- ## Required inputs | Input | Why it matters | |-------|---------------| | The agreement text | Core input | | Jurisdiction(s) | Determines applicable mandatory law, tax treatment, and regulatory framework | | Reviewing party | Risk analysis is always party-specific — a clause favorable to Buyer is unfavorable to Seller | | Purpose of review | Transactional review vs. compliance audit vs. regulatory submission | --- ## Review methodology Apply the following four-pass review: ### Pass 1 — Structural completeness Check that the agreement has all essential components: - Parties identified with full legal names and jurisdiction - Consideration (what each party is giving) - Term and termination provisions - Governing law and dispute resolution - Signature blocks appropriate for the jurisdiction Flag missing sections as **Gap — Missing provision**. ### Pass 2 — Legal risk clauses Examine each substantive clause for legal risk. Key categories: | Risk category | What to check | |--------------|--------------| | Liability | Is liability capped? At what amount? Are consequential damages excluded? Is the cap realistic? | | Indemnity | Who indemnifies whom? Are indemnities mutual or unilateral? Is there a procedure (notice, control)? | | Termination | Notice periods adequate? Grounds for termination for cause well-defined? Effect of termination on accrued rights? | | IP | Ownership of work product clearly assigned? License scope defined? Moral rights addressed (civil-law jurisdictions)? | | Confidentiality | Definition of confidential information clear? Duration reasonable? Carve-outs for public domain, prior knowledge? | | Force majeure | Definition broad enough to cover relevant risks? Notification requirements? Duration after which either party may terminate? | | Governing law / jurisdiction | Applicable? Enforceable? Does it conflict with mandatory local law? | | Payment / financial | Currency specified? Payment timing? Late payment remedy (interest vs. suspension — note: riba prohibition in KSA)? | ### Pass 3 — Tax implications Identify clauses with tax implications: - Withholding tax on cross-border payments (especially royalties, management fees, interest) - VAT / GST treatment of supplies under the agreement - Permanent establishment risk from the agreement structure - Transfer pricing implications if between related parties - Stamp duty / registration fees (LB, EG: contract stamping costs) Flag tax issues as requiring specialist tax counsel review; do not provide definitive tax advice. ### Pass 4 — Compliance and mandatory law - Applicable competition law (UAE Competition Law, KSA Competition Law) — does the agreement contain exclusivity or price-fixing elements that require clearance? - Data protection requirements (UAE PDPL Federal Decree-Law 45/2021, Saudi PDPL, DIFC Data Protection Law, GDPR for EU parties) — does the agreement address data sharing? - Anti-bribery / anti-corruption provisions — is there an FCPA / UKBA / equivalent representation where required? - Sector-specific regulation (financial services, healthcare, real estate) — does the agreement comply? - Mandatory law overrides — identify clauses that may be unenforceable because local mandatory law applies (e.g., MENA commercial agency law, UAE labour law) --- ## Output format Structure the review as: ``` ## Review Summary [2-3 sentence overall risk assessment: high / medium / low risk; key findings] ## Structural Issues [List of missing provisions or structural gaps] ## Risk Register | Clause | Issue | Risk Level | Recommendation | |--------|-------|-----------|----------------| | §X | ... | High / Medium / Low | ... | ## Tax Flags [Bullet list of tax issues for specialist review] ## Compliance Issues [Bullet list of regulatory compliance concerns] ## Recommended Redlines [Specific redline suggestions for the highest-risk clauses] ``` Risk levels: - **High**: material legal exposure; recommend addressing before execution - **Medium**: notable issue; recommend addressing or acknowledging the risk - **Low**: minor issue or stylistic concern; note for completeness --- ## Jurisdictional notes ### Civil-law jurisdictions (LB, UAE-onshore, EG, FR) In civil-law jurisdictions, the Civil Code fills contractual gaps with default rules. This means: - A missing provision may not be a fatal gap — the Code provides a default - But the Code's default may not be favorable — review the applicable Code provisions before concluding a gap is acceptable - Good faith (bonne foi / حسن النية) is implied by law; it cannot be contracted out - Limitation of liability clauses are enforceable but subject to proportionality review by courts; deliberately harmful conduct cannot be limited ### Common-law jurisdictions (DIFC, ADGM, UK) - Caveat emptor (buyer beware) means gaps are riskier — there is no statutory default framework as comprehensive as a Civil Code - Entire agreement clauses are more significant: they exclude pre-contractual representations - Penalty clauses: post-Cavendish Square Holding BV v Makdessi [2015] UKSC 67, penalty clauses are enforceable unless they are unconscionable — but MENA practitioners often use US-style LDs clauses that may be read as penalties ### KSA - Interest (riba) clauses are unenforceable under Sharia law; late-payment provisions must use alternative formulations - Liability caps expressed as multiples of contract value are generally enforceable - Exclusive dealing arrangements may require notification to the General Authority for Competition --- ## Limits and escalation This review identifies legal risks for the reviewing party's consideration. It does not: - Constitute legal advice on whether to proceed with the transaction - Replace specialist tax, competition, or sector-regulatory counsel on specific issues flagged - Assess factual or commercial due diligence (credit risk, counterparty reputation) Flag all High-risk items for attorney review before execution. --- ## Related skills - [[review-contract-general]] — the deep-dive contract review skill - [[heuristic-always-state-jurisdiction-first]] — ensure jurisdiction is established before review - [[heuristic-no-us-style-boilerplate-in-civil-law-jx]] — identify US boilerplate that does not work in civil law - [[output-table-of-comparisons]] — multi-jurisdiction comparison format for cross-border agreements - [[router-confidence-scorer]] — confidence calibration for uncertain legal positions