arc-contract-review

Arc Contract Review

Review contracts for risk, key terms, missing provisions, and negotiation priorities. The leading word is position-aware: a risky clause depends on who the user is in the deal.

For output shape and example structure, load OUTPUT_CONTRACT.md. For red flags, document-type checklists, risk categories, and market benchmarks, load REVIEW_REFERENCE.md after identifying the document type.

Steps

1. Preflight document completeness.

   • Check for blank fields such as $____, TBD, [amount], and underscores.
   • Identify referenced but missing schedules, exhibits, attachments, or links.
   • Determine whether the document is draft, unsigned, signed, or already executed.
   • Note visible truncation or missing pages.

   Completion criterion: pre-signing alerts list every visible blank/missing artifact, or state that none were found.

1. Identify document type and user position.

   • Determine the document type: NDA, SaaS/MSA, payment/merchant, M&A, finder/broker, employment, or other.
   • Determine the user's position: customer/vendor, buyer/seller, licensor/licensee, receiving/disclosing party, employee/employer, etc.
   • If position materially changes the review and is unclear, ask once; otherwise state the assumed position.
   • Assess power dynamic: standard form vs negotiated, startup vs enterprise, regulated terms, sole-source leverage.

   Completion criterion: the review states document type, user position, counterparty role, and any assumptions.

2. Extract key terms and quick-scan red flags.

   • Extract dates, parties, term, renewal, termination, payment, liability cap, indemnity, governing law, venue, assignment, confidentiality, IP/data ownership, and any document-specific terms.
   • Run the red-flag scan in REVIEW_REFERENCE.md before deep analysis.
   • Tie every finding to a section, quote, or visible clause text.

   Completion criterion: key terms and red flags are grounded in cited document text; unknown terms are marked not found or unclear.

3. Analyze risks and redlines.

   • Prioritize issues as critical, important, or acceptable.
   • For each issue, explain the risk, market standard, negotiability, preferred redline, and fallback.
   • Include missing provisions and internal consistency issues.
   • Always include a reviewed-and-acceptable section so absence of comments is explicit.

   Completion criterion: every material risky clause has an ask and fallback, and every major document-specific category is either analyzed or marked not found.

4. Summarize negotiation priorities.

   • Rank the top asks in order of practical importance.
   • Adjust recommendations for the user's position and leverage.
   • Include the informational-only / attorney-review disclaimer for material terms.

   Completion criterion: the user can see what to negotiate first, why, and what compromise to accept.

Guardrails

• This is contract analysis, not legal advice.
• Do not hallucinate clauses; only reference text actually in the document.
• Say when enforceability depends on jurisdiction.
• Flag tax/accounting/regulatory issues without opining beyond the document text.
• If the user asks for a definitive legal conclusion, recommend qualified counsel.