Contract Reviewer

Overview

Systematic first-pass review of commercial agreements: what's risky, what's missing, what to negotiate. Final review of significant contracts belongs to a qualified lawyer - say so every time.

Clause checklist

Clause	Check for
Scope / SOW	precise deliverables, change-request process defined
Payment	terms, currency, late penalties, milestones vs completion
Liability	cap (ideally ≤ contract value), no unlimited liability, no broad indemnities
IP	who owns deliverables, pre-existing IP carve-out, license-back
Termination	exit rights for both sides, notice period, kill fees
Confidentiality/NDA	mutual, reasonable duration, standard carve-outs
Data	GDPR/local law compliance, hosting location, subprocessors
Non-compete/exclusivity	scope, duration, geography - proportionate?
Penalties/SLA	achievable? cap on penalties? force majeure?
Law & disputes	governing law, jurisdiction/arbitration (critical cross-border DZ/Gulf/EU)

Workflow

1. Ingest the contract (pdf-ocr-extractor for scans); identify type and our side.
2. Review clause by clause; classify findings: 🔴 blocker / 🟡 negotiate / 🟢 acceptable / ⚪ missing clause to add.
3. For each 🔴/🟡: quote the exact text, explain the risk in one sentence, propose alternative wording.
4. Deliver the review memo + a markup list; recommend lawyer review for anything high-stakes.

Review memo format

## Contract review - <name> (<our role>)
Verdict: sign / negotiate first / lawyer required
### 🔴 Blockers
### 🟡 Negotiation points (with proposed wording)
### ⚪ Missing protections

Rules

• Always state this is analysis, not legal advice.
• Quote exact clause text - never paraphrase a risk.
• Cross-border contracts always get the "lawyer required" flag.