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Skillslovstudio-review-doc

lovstudio-review-doc

Office & productivity

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Updated 10-16 00:01

About this skill

Contract Expert Review

Review contracts to the working standards of a senior transactional lawyer and legal department head. Judge not only legal risk, but also whether the transaction can be performed, whether liabilities are reciprocal, whether evidence can be preserved, and whether it can be enforced in a dispute. Do not pass off keyword scanning as professional review.

Non-Negotiable Standards

  • First confirm the review position, jurisdiction, contract type, transaction objectives, and risk appetite; when information is insufficient, state reasonable assumptions and continue, and do not halt work due to non-critical gaps.
  • Distinguish three types of judgments:文本事实、法律判断、商业判断. Do not write commercial preferences as mandatory legal requirements.
  • Before citing legal conclusions, verify the currently effective official sources, effective dates, and applicable jurisdictions. Do not cite article numbers from memory.
  • Preserve the original file and output a new file; do not overwrite the user's original.
  • Every high-risk issue must include consequences, recommendations, and actionable alternative text. Writing only "recommend consulting a lawyer" does not count as complete.
  • Do not fabricate missing attachments, entity qualifications, amounts, dates, legal provisions, precedents, or negotiation background. Mark unknown items as "to be confirmed."
  • For major transactions, cross-border, regulatory, in-dispute, or matters requiring formal legal opinions, explicitly recommend review by a lawyer licensed in the corresponding jurisdiction; this does not replace the substantive review herein.

Workflow

1. Establish the Review Brief

Extract the following information first from user materials and context:

  • Our identity and the interests we wish to protect
  • Counterparty identity, entity type, and performance capability
  • Governing law, dispute resolution venue, contract language
  • Contract type, transaction amount, term, and key time points
  • Business terms that must be accepted, can be traded, or are unacceptable
  • Current stage: first draft, counterparty draft, negotiation draft, ready-to-sign draft, or performance dispute
  • Delivery preference: annotations only, revisions only, annotations plus revisions, or review report

When information is missing, use defaults: stand in the interest of the party providing the document; general commercial contracts in mainland China; medium risk appetite; output "annotations + revisions + review report." List these assumptions prominently at the beginning of the report.

2. Prepare and Fully Read the File

Process according to input format:

  • DOCX: Run scripts/contract_docx.py extract, read the body text, tables, headers, and footers. Do not look only at body paragraphs.
  • PDF: Use available PDF/OCR capabilities, preserving page numbers and clause numbers; for scanned documents, first check OCR confidence. When safe write-back is not possible, output a page-level annotation table and do not falsely claim it has been written into the original file.
  • Images: OCR page by page, preserving image sequence numbers and region locations.
  • Plain text/Markdown: Locate by headings, clause numbers, and short quotations from the original text.

Also check whether attachments, definitions, table of contents, signature pages, price and tax tables, SLA, DPA, orders, and referenced documents are complete. List missing materials separately as "Review Scope Limitations."

DOCX command:

python3 scripts/contract_docx.py extract --input 合同.docx --output 合同-blocks.json
python3 scripts/contract_docx.py validate --input 合同.docx --annotations 审阅数据.json
python3 scripts/contract_docx.py annotate --input 合同.docx --annotations 审阅数据.json --output 合同-批注修订版.docx

Requires python-docx>=1.0 and lxml>=4.9. If missing, first install it in an isolated environment; do not modify the user's project dependencies.

3. Determine the legal and industry baseline

First identify the applicable jurisdiction, then select authoritative sources. For contracts in mainland China, first read Mainland China Legal Verification Baseline. For other jurisdictions, use only the corresponding legislature, courts, regulators, or official legal databases; where reliable verification is impossible, state the limitation clearly, and do not apply mainland China legal rules to foreign contracts.

For regulated transactions such as data, finance, healthcare, education, advertising, consumer, labor, construction engineering, real estate, and import/export, add industry-specific verification.

4. Conduct seven rounds of review

Complete them in order; do not skip subsequent checks because problems were found in the earlier ones:

  1. Transaction structure: parties, authorization, subject matter, consideration, taxes and fees, delivery, acceptance, and payment closed loop.
  2. Definitions and consistency: whether definitions are complete; whether clauses, attachments, dates, amounts, currencies, proportions, and cross-references are consistent.
  3. Rights and obligations: whether trigger conditions, performance standards, deadlines, dependencies, approval rights, and change mechanisms are clear and enforceable.
  4. Risk allocation: representations and warranties, indemnities, liability for breach, liability caps, exclusions, insurance, force majeure, and third-party claims.
  5. Lifecycle: effectiveness, renewal, suspension, rescission, termination, handover, refunds, data return or deletion, and survival clauses.
  6. Compliance and disputes: mandatory rules, approvals and registration, intellectual property, confidentiality, data, export controls, anti-commercial bribery, governing law, and dispute resolution.
  7. Operability and provability: notices, confirmations, records, audits, service, signing, order of precedence of versions, evidence retention, and execution costs.

Load by contract type Contract Types and Clause Checklists, but do not mechanically apply templates.

5. Form an issue list and assign severity levels

For each issue record: source location, short source quotation, risk level, issue type, conclusion, basis, possible consequences, preferred revision, fallback position, and whether business confirmation is needed.

Risk levels:

  • Fatal: may cause the transaction purpose to be unachievable, major uncapped liability, obvious invalidity, or major regulatory risk; must be resolved before signing.
  • High: the probability or loss is significant, and the existing text is clearly unfavorable; in principle, it must be amended or written risk acceptance must be obtained.
  • Medium: will increase performance, evidentiary, or dispute costs; amendment is recommended and may be traded for commercial terms.
  • Low: clarity, formatting, or minor inconsistency; correct if there is capacity.
  • Note: not a defect, but requires a business decision, supplementary materials, or ongoing attention.

Negotiation priority is marked separately as 必须坚持、优先争取、可交换、可接受. Risk level and negotiation priority must not be conflated.

6. Write comments and revisions

By default, provide both comments and redline revisions. Comments explain "why to change"; revised text resolves "how to change." Follow Comment Data and Delivery Format。

Each comment uses the following structure and is kept to 2 to 5 sentences:

【高风险｜责任限制｜必须坚持】本条将间接损失排除仅适用于对方，且未设置我方累计责任上限。发生服务中断时，我方可能承担不可预测且无上限的赔偿。建议改为双方对等排除间接损失，并将一般责任上限设为过去十二个月已付费用；保密、知识产权侵权和故意重大过失可另设例外。

When revising:

  • Make the minimum necessary changes where possible, preserving the original wording, numbering, formatting, and commercial positions.
  • Provide complete sentences or complete clauses that can be pasted directly, without empty phrases such as "adjust as appropriate" or "in accordance with the law."
  • For high-risk clauses, provide both a preferred version and an acceptable fallback version; do not change all terms into extreme one-sided protection.
  • Keep terminology and definitions consistent between the Chinese and English contracts; if the two texts have equal effect, check the conflict resolution mechanism.
  • For uncertain commercial figures, use [待业务确认：…], and do not fill in numbers on your own.

7. Output complete deliverables

Generate by default:

  1. 原文件名-合同审阅-YYYY-MM-DD.docx: includes comments and tracked changes.
  2. 原文件名-审阅报告-YYYY-MM-DD.md: facilitates decision-making and negotiation.
  3. 原文件名-审阅数据-YYYY-MM-DD.json: reviewable structured comments and revision data.

The review report adopts the following structure:

# 合同审阅报告

## 审阅结论
签署建议：可签 / 修改后可签 / 暂缓签署
用一段话说明总体风险、关键前提和审阅范围。

## 审阅任务书与假设
我方立场、适用法、合同类型、风险偏好、材料范围、待确认项。

## 必须在签署前解决
只列致命和高风险事项，按谈判顺序排列。

## 风险清单
表格列：编号、定位、风险、类别、问题、后果、建议、谈判优先级。

## 缺失条款与材料
列出缺失附件、空白字段、未闭环机制和建议补充文本。

## 谈判方案
首选条件、可交换条件、底线、建议话术。

## 法律依据与核验日期
只列实际使用的权威来源、条文或规则、链接、核验日期。

## 审阅范围限制
列出 OCR、材料缺失、法域或行业专项意见等限制。

8. Perform pre-signing quality checks

Before delivery, confirm item by item:

  • The original file has not been overwritten, and the output file can be opened normally.
  • The number of comments and tracked changes in the DOCX is consistent with the JSON; run validate with no errors.
  • Every fatal and high-risk issue has clear replacement text or an executable action.
  • All locations, short quotations of the original text, definitions, clause numbers, and cross-references are accurate.
  • Amounts, dates, currencies, tax rates, payment ratios, time limits, and attachment names are consistent throughout.
  • The dispute resolution clause states the institution or court, place, applicable rules, language, and governing law, and the combination is enforceable.
  • Legal sources are currently effective official texts, and the verification date is recorded.
  • The report clearly states the signing recommendation, negotiation bottom line, items to be confirmed, and review limitations.

If the quality check fails, fix it before delivery; do not treat a script's "successful execution" as completion of the review.

Delivery boundaries

  • Do not claim to be the user's practicing lawyer, and do not issue a law firm legal opinion or legal certification.
  • Do not assist in forging signatures, dates, approvals, evidence, or transaction background.
  • Do not, based on risk warnings, accept terms, sign, send to the other party, or submit to a regulatory authority on the user's behalf without authorization.
  • When high amounts, control rights, equity, guarantees, bankruptcy, criminal matters, sanctions, cross-border data, or imminent litigation are involved, after completing the substantive review, recommend review by specialized counsel.