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contract-review

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Updated 10-15 20:05

About this skill

Contract review

The most expensive part of a contract is usually hidden not at the beginning, but in the penalty, auto-renewal and acceptance terms, which are signed without looking and then paid for. The skill reads the contract in full, extracts dangerous terms in plain language, shows what is missing from it, and produces a marked-up DOCX that can already be taken to negotiations — without an in-house lawyer at hand.

Quick start

Attach the contract file, forward the email with the attachment, or paste the text directly.

Владелец: «Проверь этот договор поставки и подсвети, на что давить при согласовании».
→ Скилл читает документ, определяет стороны и тип договора,
  проходит по 8 категориям риска, отдаёт сводку по уровням важности
  с переговорной позицией и экспортирует размеченный DOCX с правками.

Workflow

  1. Get the contract — from one of three sources, in order of preference:

    • Email (~~почта): find recent emails with contract attachments (see reference/gmail-fetch.md)
    • EDI (~~эдо): pull the document from Diadoc/SBIS by ID or from recent incoming items awaiting signature (see reference/docusign-fetch.md)
    • Local file or paste: read the PDF (large files of 10+ pages — in parts via the parameter pages) or DOCX via Read. If the owner pasted the text directly — work with what is there.

    Read the document in full before analysis. The most dangerous terms are often hidden in the appendices, specifications and additional agreements at the end.

  2. Determine the type of contract and the parties — establish the type (supply, provision of services, work contract, agency, license, NDA/non-disclosure, SaaS subscription, lease). Check which party is the owner's company and which is the counterparty. Note if this is the counterparty's standard template: such templates are almost always one-sided, and the counterparty expects edits.

  3. Check the essential terms (Civil Code of the Russian Federation) — without them the contract is considered not concluded:

    • Subject matter — what exactly is supplied/done. A vague subject matter = risk of dispute.
    • Price / payment procedure — amount, currency, deadlines and payment procedure.
    • Deadlines — delivery, performance of work, provision of services.
    • Details of the parties — name, INN, OGRN/OGRNIP, KPP, legal address, bank details, who signs and on what basis (charter / power of attorney). Absence or discrepancy of details — grounds to suspend signing.

  4. Go through the 8 risk categories — from the perspective of operations and finance of a small business without an in-house lawyer. The categories are sorted by typical importance; look at them in context.

    Category 1: Payment and cash flow

    • Payment deadlines: 100% post-payment upon completion — the norm; deferred payment of 60+ days — grounds to flag; 90/120 days — a tough negotiating point
    • VAT in the price (critical from 2026): the wording “including VAT __%” / “excluding VAT” / “not subject to VAT (USN)”. If the VAT status of a USN counterparty changes (threshold of 20 million ₽), this changes the actual price. Unclear VAT status — must flag.
    • Acceptance conditions that allow the customer to endlessly delay signing the act
    • Penalty / interest for late payment: their absence is a gap, worth noting
    • Requirements for payment documents (invoice, act, UPD, invoice): strict formats that delay payment due to formalities
    • Reimbursement of expenses: prior approval and limits
    • Mechanism for changing the price for long-term contracts (indexation)

    Category 2: Liability and penalty

    • Scope of liability: unlimited liability — always a red flag
    • Symmetry of penalty: interest for only one party = flag
    • Onеrous penalty: interest above 0.1% per day / 36.5% per annum — contestable, but it pressures; market norm is 0.1% per day
    • Proportionality: a court may reduce a disproportionate penalty (Art. 333 of the Civil Code), but it is better to fix a reasonable one right away
    • Limitation of lost profits / indirect damages: absence = flag

    Category 3: Termination and exit

    • Unilateral termination: does it exist for both parties? Notice period (typically 30 days)
    • Termination for breach: is there a cure period; vague "material breach" without definition
    • Payment for work performed at the time of termination
    • Handover assistance: paid or unpaid, time-limited or indefinite
    • Terms that survive termination (confidentiality, penalty): indefinite duration = flag

    Category 4: Intellectual property

    • Assignment of exclusive rights vs. license (simple/exclusive)
    • Clause on pre-existing work and background tools — without it, unintentional transfer of rights is possible
    • Breadth of the definition of "work result": drafts, notes, internal tools

    Category 5: Scope of work and changes

    • Clarity of subject matter and scope
    • Procedure for changing scope (supplementary agreement): absence = scope creep without additional payment
    • Acceptance criteria: subjective ("to the client's satisfaction") vs. measurable
    • Asymmetry of deadlines: the contractor is penalized for delay, but the client for slow feedback is not

    Category 6: Non-compete and exclusivity

    • Prohibition on working with competitors: scope, definition of "competitor", duration (in Russia, a ban on working for others after the contract for individuals is difficult to enforce — note this)
    • Exclusivity requirements for the owner's company
    • Prohibition on poaching employees — standard; prohibition on working with an entire industry — not

    Category 7: Confidentiality and personal data

    • Scope of confidentiality: "all information transferred" without exceptions — excessively broad
    • Term: 2–3 years — normal; indefinite — aggressive
    • 152-FZ (personal data): if personal data (clients, employees) is processed under the contract — the data subject's consent and/or an instruction to process is required (Arts. 6, 9 of 152-FZ). Absence — a flag.
    • Requirements for return/destruction of data after termination

    Category 8: Other terms

    • Jurisdiction: by default — the arbitration court at the location of the defendant. Check whether inconvenient jurisdiction has been imposed.
    • Pre-trial (claim) procedure: mandatory for most disputes; the typical response time to a claim is 30 days. Absence of the procedure — note it.
    • Force majeure: is there a section on what constitutes circumstances of insuperable force
    • Auto-renewal: window for refusal and notice period (missing the window is a common mistake of small business)
    • Currency control (foreign trade): if the counterparty is a non-resident, the contract must be registered with the bank, the currency of settlements, repatriation of proceeds
    • Assignment of rights (especially if the counterparty is acquired)
    • Right to inspect/audit: scope and frequency

  5. Show a summary with flags — by levels of importance:

    🔴 Red flags (push before signing) — for each: exact quote of the clause, explanation of the problem in plain language, a specific alternative wording.

    🟡 Yellow flags (agree, but not stop factors) — for each: quote of the clause, what the concern is, what "better" looks like.

    🟢 Key terms (just to know) — payment schedules, notice periods, renewal dates, VAT status of the parties, key contacts.

    📋 Brief summary of the contract — in plain language: who does what, for how much, within what timeframes, on what terms.

    💡 Negotiating position — for each red and yellow flag: what to ask for, how to phrase the request, what a reasonable compromise looks like.

  6. Export a DOCX with edits — after the summary, offer an export of a marked-up DOCX with the proposed changes. Use the skill docx, to assemble a Word document that:

    • Preserves the original structure of the contract
    • Marks proposed deletions with strikethrough and additions with underline
    • Contains a title page with a summary of changes

    Ask: “Create a marked-up DOCX with edits that can be sent to the counterparty for approval?”

Approval gates

  • Never present the output as legal advice. Always recommend review by a lawyer for red flags and before any binding decision.
  • Quote the actual text of the clauses, not a paraphrase. The owner needs the exact wording for negotiations.
  • Highlight not only what is present but also what is MISSING. A contract that is silent about penalties or the procedure for changing the scope is often more dangerous than one with unfavorable terms — the gap will be filled by law (the Civil Code of the Russian Federation), usually in favor of the counterparty.
  • Do not flag standard phrasing. If a clause is fair and market-standard, skip it. The owner needs a signal, not a retelling of every clause.
  • Compare with the market norm: “A 90-day deferral is rare in services — 100% post-payment upon completion or 30 days is the norm.”
  • Adapt to the balance of power. A procurement contract from a large holding (supplier Gazprom/Sber) is a different negotiating situation than an agreement with a small startup.
  • Never send the marked-up DOCX to the counterparty without the owner's explicit confirmation.

Reference

  • reference/gotchas.md — borderline cases in contract analysis
  • reference/docusign-fetch.md — receiving documents from EDI (Diadoc/SBIS)
  • reference/gmail-fetch.md — finding contract attachments in email
  • reference/examples/flagged-summary-saas.md — a worked example: conclusion from a review of a SaaS/services contract