Matter Context
Matter context. Check the business area-level CLAUDE.md for ## 事项工作区. If Enabled is ✗(the default for legal users), skip the rest of this paragraph—the skill uses business area-level context, and the matter mechanism is invisible. If enabled and there is no active matter, ask: "Which matter is this for? Run /commercial-legal:matter-workspace switch <slug> or say practice-level." Load the active matter's matter.md to get matter-specific context and override settings. Write output to the matter folder. Never read files from other matters unless 跨事项上下文 is on.
Recipient Check
Before generating output, check the recipients. If the user specifies recipients (channel, distribution list, opposing party, "everyone"), ask whether it is within the scope of confidentiality privilege. Public channels, company-wide lists, opposing parties/opposing counsel, vendors, and customers all waive protection. When recipients are outside the circle, flag it and provide (a) a confidential version for legal eyes only, (b) a redacted version suitable for broader channels, or (c) both. See ## 共享安全机制 → 发送目的地检查。
Purpose
Read the supplier agreement according to the review guidelines actually used by this team, identify each deviating clause, and tell the lawyer how to handle each one—with specific redline language, not vague "consider revising." Output as a review memo the lawyer can act on in one pass.
Prerequisite: Load Review Guidelines
Before reading the contract, read ~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md。 If the file is missing or still contains placeholders, show the following prompt:
I notice you have not yet configured your business area configuration. Run
/commercial-legal:cold-start-interview(2 minutes) to configure your business area. Or say "ad hoc mode" and I will review according to generic defaults—PRC law governing, medium risk appetite, lawyer role, no review guidelines. Each output is marked with[临时模式]。
Which side? Before applying the review guidelines, determine which side the company is on in this contract. It is usually obvious: if the counterparty is a supplier providing products or services, you are the purchasing party. If the counterparty is a customer buying your product, you are the selling party. If it is not obvious, ask. If the matching direction is [未配置], stop and tell the user to run /commercial-legal:cold-start-interview --side <side>。
This skill is typically used for purchasing-party contracts (supplier provides to you), but the direction check still applies.
~/.claude/plugins/config/claude-for-legal-zh/commercial-legal/CLAUDE.md The review guidelines in are the source of truth. They tell you this team's standard positions, concessions previously accepted, things never accepted, approval authority, and the deal-breakers to check first.
Workflow
Step 1: Locate
Do one quick read-through of the entire agreement. Answer:
| Question | Answer |
|---|---|
| What type of agreement is this? | Master agreement / SaaS subscription / professional services / license / other |
| Who are we? | Customer / supplier (this plugin defaults to customer—if not, flag it) |
| Counterparty | Name, and is it a large enterprise (no negotiation) or a startup (will negotiate)? |
| Amount | Annual/Total Contract Value (if stated) |
| Term | Length of term, renewal mechanism |
| Is there a data processing agreement? | Attached / referenced by URL / missing |
| Is there an order? | Separate document or incorporated |
Amount handling. If the main agreement does not state the amount (the order states the price, which is the typical case),Stop and ask：
The main agreement itself does not state the annual contract value. The order states the price. I need the annual contract value for routing. Options: (1) paste the order value, (2) tell me whether it is above or below the threshold, (3) conservatively route to the higher approver.
Handling of a data processing agreement incorporated by reference. If the main agreement incorporates a data processing agreement by reference ("available at [URL]"), explicitly note that the data protection analysis is incomplete and recommend routing the data processing agreement for separate review.
Step 2: Deal-breaker check
First check the "one thing" in the review guidelines. If present:
## ⛔ 存在DEAL-BREAKER
**第 [X.X] 条** 包含 [deal-breaker]。根据团队审查指引，这是硬性拒绝。建议：
- [ ] 驳回——提出具体替代语言
- [ ] 退出——如果对方不让步，我们不签
以下详细审查仅为完整性提供，但除非此项解决，否则没有实际意义。
Step 3: Clause-by-clause comparison
For each category in the review guidelines, find the corresponding contract clause and compare.
For each deviation, generate:
### 第 [X.X] 条：[问题名称]
**审查指引说：** [我方标准立场]
**合同说：**
> "[合同原文的精确引用]"
**差距：** [缺失条款 | 弱于标准 | 弱于让步 | 非标准结构 | 不可接受]
**法律风险：** 🔴严重 | 🟠高 | 🟡中 | 🟢低
**商业摩擦：** 🔴阻碍交易 | 🟠减缓交易 | 🟡困扰客户 | 🟢不可见
**为何重要：** [一两句简明中文——如果该条款保持现状，对业务会产生什么不利后果]
**建议修订：**
> "[具体替代语言——可直接粘贴到修订稿中]"
**如果对方不让步：** [让步方案，或"上报给 [人名]"]
Severity calibration:
| Level | Meaning |
|---|---|
| 🔴Severe | Do not sign until resolved. A clause on the review guidelines' "never accept" list or a deal-breaker. |
| 🟠High | Push hard for rejection. A clause beyond the review guidelines' concession range. |
| 🟡Medium | Push for rejection in the first round; acceptable if it is the last outstanding item. |
| 🟢Low | Note only. A clause explicitly tolerated by the review guidelines or a purely stylistic deviation. |
Liability cap determination process
The cap amount is the least important part of the liability cap. Clarify the four dimensions one by one:
- Direct damages vs. indirect/incidental damages. State the treatment of each separately.
- Cap basis—quote verbatim. "12-month cap" may mean several different calculation methods, differing by up to an order of magnitude. Quote the exact language.
- Interaction between the cap and exclusions. List what is above the cap (exclusions) and what is below the cap (actually subject to the cap), and assess whether the scope subject to the cap is meaningful.
- The review guidelines' position on each dimension. If the review guidelines have only one "standard position" field, recommend splitting it into direct/indirect/exclusions/basis.
Jurisdictional differences check
The review guidelines apply one governing law preference globally. Enforceability differs materially. Under Chinese law:
- Article 506 of the Civil Code clearly invalidates exemption clauses (causing personal injury, or property damage caused intentionally or by gross negligence)
[法条原文] - Contractual liability is determined under Article 584 of the Civil Code (foreseeability rule) and Article 591 (mitigation rule)
[法条原文] - Standard terms are governed by Articles 496-498 of the Civil Code
[法条原文] - Non-compete restrictions mainly apply to labor contract relationships (Articles 23-24 of the Labor Contract Law
[法条原文]）
When the review guidelines position conflicts with the enforceability of the contract's governing law, flag and explain [法域 — 需核实]。
Step 4: Favorable terms and missing terms
Better than our standard: The supplier gives us terms exceeding our requirements. Flag these — they are chips you can trade when you need to concede elsewhere.
Completely missing: Standard clauses that should exist but are entirely absent: assignment restrictions, audit rights, force majeure, insurance requirements.
Step 5: Escalation routing
Check the escalation matrix against contract value, material issues, automatic escalation triggers. State clearly who needs to approve.
Before sending revisions to the counterparty: Read ## 使用者. If the role is non-lawyer:
Sending revisions is a legal act — the counterparty will treat every edit as our negotiating position. Have you reviewed with a lawyer? If yes, proceed. If not, this is a brief you can bring to a lawyer. To find a lawyer: contact the All China Lawyers Association or your local lawyers association.
Do not cross this gate without explicit consent.
Revision granularity
By default, choose the smallest edit that achieves the review guidelines position. Replacing a word is preferred over a phrase, a phrase over a sentence. When in doubt, choose smaller.
Step 6: Assemble the memorandum
Prepend the work product header before output. This memorandum and the agreements it relies on may be confidential. Distribute only within the privileged circle.
Do not silently fill gaps. When research queries return few results, report what was found and stop. Do not fill gaps from web search or model knowledge without asking. The lawyer decides whether to accept lower-confidence sources.
Source attribution. When citing statutes, regulations, or cases, note the citation source:
[北大法宝]/[yuandian检索]、[网络搜索 — 需核实]、[模型知识 — 需核实]、[用户提供]。
[工作成果文件头 — 按插件配置 ## 输出]
# 供应商协议审查：[对方当事人] [协议类型]
**审查日期：** [日期]
**合同价值：** ¥[金额] / [期限]
**我方角色：** 客户
---
## 底线
[两句话。我们可以签吗？必须先改什么？]
**问题（法律风险）：** [N]🔴 [N]🟠 [N]🟡 [N]🟢
**问题（商业摩擦）：** [N]🔴 [N]🟠 [N]🟡 [N]🟢
**需要审批人：** [姓名]
---
## Deal-breaker检查
[✅ 清洁 | ⛔ 存在 — 见上方]
---
## 按严重程度排列的问题
[步骤3中的所有偏离项，按严重程度排列]
---
## 有利条款
[列表]
## 缺失条款
[列表]
---
## 审批路由
[来自步骤5]
---
## 修订文件包
[如要求：所有建议变更的统一可直接用于修订编辑的语言]
Integration: Contract management system
If the contract management system MCP is connected, after review check whether this counterparty already has agreements, retrieve matching workflow templates, and propose creating a record with the review memorandum attached and approvers pre-routed.
Integration: E-signature
If the e-signature (e.g., eSign, Fadada) MCP is connected and the agreement is ready for signature, propose generating a signature envelope and routing signers in the correct order.Do not send anything for signature without explicit instruction.
Output format
Full memorandum (default): As above. Place in the cloud document folder or contract management system.
Instant messaging adapted summary: Two lines plus a link.
[对方当事人] [类型] — 需要处理。1🔴（无限责任§8.2），2🟠。完整审查：[链接]。需要 [法务负责人] 批准。
Redlined document: If the user requests, output a .docx with tracked changes. Use the docx skill.
Pre-delivery quality check
- Review guidelines loaded and referenced
- Deal-breaker checked first
- Each issue accompanied by specific alternative language
- Risk levels calibrated
- Approvers named
- Counterparty background considered
Close with the next-step decision tree
Close with the next-step decision tree in CLAUDE.md ## 输出 . Customize the options based on the work just completed with this skill. The decision tree is the output; the lawyer chooses.