--- name: prompt-pack-full-contract-risk-review description: Use when reviewing a commercial contract to identify legal risks, unclear clauses, missing protections, and terms that expose a named company to financial or legal liability. Produces a structured report with sections for high-risk clauses, ambiguous language, missing protections, one-sided provisions, and suggested revisions. Applicable to any commercial contract type across all jurisdictions. Trigger when a company or its counsel needs a systematic risk review before signing any significant agreement. license: MIT metadata: id: prompt-pack.full-contract-risk-review category: prompt-pack practice_area: corporate-commercial jurisdictions: [UAE, KSA, LB, EG, DIFC, ADGM, UK, EU, US] priority: P2 intent: [review, full-contract-risk-review, risk-identification, redline, contract-analysis] related: - prompt-pack-disclosure-letter - prompt-pack-distribution-agreement - prompt-pack-franchise-agreement - prompt-pack-employment-contract-compliance-review source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal) version: "1.0" --- # Full Contract Risk Review ## When to use this Use this skill when a company needs a systematic, end-to-end legal risk review of a commercial contract before signing. This is a general-purpose review framework that applies to any contract type — supply agreements, service agreements, technology contracts, commercial leases, partnership agreements, and more. The review is conducted from the perspective of the named company (the client) and produces a structured output that legal counsel or a business team can act on directly. Typical triggers: - Legal counsel reviewing a counterparty's draft contract before negotiation - Business team member who has received a contract and needs a legal risk assessment - Post-negotiation final check before signing - Contract audit as part of M&A due diligence - Annual contract portfolio review to flag contracts approaching renewal or with unusual terms ## Required inputs | Input | Why it matters | Default if omitted | |---|---|---| | Contract text (full) | The document to be reviewed | Must be provided | | Company name (the reviewing party) | Determines whose interests the review protects | Ask | | Jurisdiction and governing law | Determines which mandatory terms apply and which clauses are enforceable | Ask | | Contract type | Helps calibrate expectations (services, supply, license, JV, etc.) | Infer from the document; confirm if unclear | | Business context | Why this contract matters; materiality of the deal | Ask; affects risk rating thresholds | ## Optional inputs - Prior relationship with the counterparty (first contract vs. renewal) - Prior version of the contract (if this is a revision) - Any non-negotiable terms already agreed commercially - Industry-specific regulatory requirements that affect the contract ## Review methodology Work through the contract systematically using the following pass structure: ### Pass 1 — Structural completeness check Confirm the contract contains all essential provisions: - Parties (correctly named, with registered entity names, not trading names) - Subject matter and scope (what exactly is being sold, licensed, or provided) - Price and payment terms - Term (start date, end date or perpetual, renewal mechanics) - Intellectual property (ownership, license grant, restrictions) - Confidentiality - Representations and warranties - Indemnification - Limitation of liability - Termination (for cause and for convenience) - Governing law and dispute resolution - Entire agreement / integration clause Flag any of these that are absent or materially incomplete. ### Pass 2 — High-risk clause identification Review each clause for risks to the client: **Liability exposure**: - Liability cap: is there one? Is it adequate? (Standard: capped at contract value or 12 months' fees — is the cap reasonable relative to the risks being assumed?) - Consequential loss exclusion: does it apply? What is excluded (lost profits, lost data, business interruption)? - Indemnification: what events trigger the indemnity? Is it mutual? Is it limited to third-party claims only or also direct claims? - Insurance: is the counterparty required to maintain adequate insurance? Are required types and limits specified? **IP and data**: - Who owns IP created during the performance of the contract? - Is there a broad assignment clause that transfers the client's pre-existing IP inadvertently? - Data protection obligations: is there a data processing agreement or schedule? Does it comply with applicable PDPL/GDPR? - Confidentiality: is the definition of "confidential information" appropriate? Are the exceptions (public domain, prior knowledge, legal obligation) included? **Termination risk**: - Can the counterparty terminate for convenience with short notice (e.g., 7–14 days)? - Are there termination-for-cause provisions that could be triggered by minor technical breaches? - Change-of-control clause: does it allow the counterparty to terminate if the client is acquired? - What happens to IP, data, work in progress on termination? Is there a transition or wind-down period? **Payment and financial**: - Price escalation mechanisms: are automatic price increases permitted? Are they capped? - Late payment interest: is the rate reasonable? - Set-off rights: can the counterparty withhold payment for unrelated claims? - Payment on termination: is there a termination fee that would apply? Is it proportionate? **Operational constraints**: - Exclusivity obligations that prevent the client from working with others in the same market - Minimum purchase commitments with financial consequences for shortfall - Non-compete obligations (scope, duration, geography — are they reasonable?) - Change management: can the counterparty change the product, service, or terms unilaterally? ### Pass 3 — Ambiguity and drafting issues Flag clauses that are unclear, ambiguous, or could be read against the client: - Undefined terms used in key obligations - Obligations that are qualified by "reasonable efforts" vs. "best efforts" vs. absolute obligations — know which applies to each party - Clauses where the English text and any Arabic text diverge (in MENA bilingual contracts) - Force majeure: is the definition appropriate? Does it cover pandemics, regulatory changes, cyber incidents? Are consequences proportionate (suspension vs. termination)? ### Pass 4 — Missing protections Identify protections that the client should have but the draft does not include: - Service level agreements and remedies for failure - Business continuity and disaster recovery obligations - Right to audit the counterparty's performance - Step-in rights (if the counterparty is performing critical services) - Benchmarking rights (for long-term contracts: right to compare prices against market) - Most-favored-nation clause (if commercial parity matters) ### Pass 5 — MENA-specific review checklist For contracts governed by or performed in MENA jurisdictions: - **Penalty clauses**: UAE Civil Code (Art. 390), Lebanese Code of Obligations and Contracts, and Egyptian Civil Code all permit courts to reduce or increase penalty clauses to reflect actual loss; penalty clauses are not as certain as in common-law systems. - **Interest**: In KSA (Sharia-based), conventional interest provisions may be unenforceable; use late payment compensation (indemnity for actual loss) rather than fixed interest rate. - **Arbitration clause**: MENA courts have historically sometimes not recognized jurisdiction clauses selecting foreign courts; a well-drafted arbitration clause (specifying DIAC, DIFC-LCIA, ICC with UAE seat) is more reliable. - **Language**: In UAE, the Arabic version of any contract governs if there is a conflict with the English version; in KSA, Arabic is the official language; ensure the Arabic version accurately reflects agreed terms. - **Notarization (Tawtheeq)**: Some MENA jurisdictions require notarization of certain types of contracts (real estate, constitutional documents); check whether notarization is required for this contract type to be enforceable. ## Output format Structure the review output as follows: --- ### Section A — High-risk clauses | Clause | Issue | Risk Level | Recommended revision | |---|---|---|---| | Clause X.X | [Description] | High / Medium / Low | [Specific revised language or approach] | --- ### Section B — Unclear or ambiguous language | Clause | Ambiguity identified | Recommended clarification | |---|---|---| | Clause X.X | [Description] | [Specific clarifying language] | --- ### Section C — Missing protections for [Company Name] - [Description of missing protection and why it matters] - Recommended clause: [brief description of the provision to add] --- ### Section D — Clauses that strongly favor the other party | Clause | How it favors the other party | Negotiating position | |---|---|---| | Clause X.X | [Description] | [Suggested counter-position] | --- ### Section E — Suggested revisions (plain English summary) For each significant issue, provide: - **Current clause**: Quote the problematic language - **Issue**: One-sentence explanation of the risk - **Suggested revision**: Replacement language or alternative approach --- ### Top 3 risks summary 1. [Highest risk issue in one sentence] 2. [Second highest risk] 3. [Third highest risk] --- ## Jurisdictional notes | Issue | Common-law (DIFC, UK) | Civil-law (UAE onshore, KSA, LB, EG) | |---|---|---| | Penalty clauses | Enforceable as liquidated damages if genuine pre-estimate of loss | Courts may adjust to reflect actual loss; severe penalties may be reduced | | Limitation of liability | Enforceable subject to reasonableness | Enforceable but courts may override if grossly disproportionate | | Consequential loss exclusion | Enforceable if clear | Enforceable; must be specific | | Interest on late payment | Enforceable at contractual rate | KSA: interest may be unenforceable; use actual-loss compensation instead | | Choice-of-law | Respected | Generally respected; mandatory local law provisions override | ## Common mistakes - **Reviewing only the main body**: Many contracts incorporate additional documents by reference (operations manual, service specifications, data processing agreement); these must also be reviewed. - **Ignoring governing law**: The same clause can be enforceable in one jurisdiction and void in another; always anchor the review to the specific governing law. - **Accepting "standard" as non-negotiable**: Counterparties describe unfavorable terms as "our standard template"; everything is negotiable; identify which issues are dealbreakers and which are preferences. - **Not checking for the entire agreement clause**: An entire agreement clause prevents reliance on pre-contractual representations; if the client was promised something that is not in the written contract, it will not be enforceable. - **Failing to check the dispute resolution clause**: A dispute resolution clause in a foreign jurisdiction or requiring litigation in a difficult enforcement jurisdiction (such as Lebanon for commercial disputes) can make the agreement commercially worthless for recovery purposes. ## Related skills - [[prompt-pack-disclosure-letter]] - [[prompt-pack-distribution-agreement]] - [[prompt-pack-franchise-agreement]] - [[prompt-pack-employment-contract-compliance-review]]