Overview
Supports contract review and legal document drafting. Provides analysis of the top 10 risk patterns in contracts under Korean Civil and Commercial Law, drafting of terms of service, privacy policies, and SLAs, reflection of the 2026 amended Personal Information Protection Act, and recommended amendments for unfavorable clauses.
Disclaimer: This is AI-assisted analysis and does not replace professional legal advice
Trigger Keywords
contract, contract review, risky clauses, terms of service, privacy policy, SLA, Civil Law, Commercial Law, legal documents, service agreement, supply agreement, partnership agreement, memorandum of agreement
Workflow
Step 1: Identify Request Type
Task Type:
- Contract Review: Analysis of risky clauses in existing contracts and recommended amendments
- Legal Document Drafting: New drafting of terms of service, privacy policies, SLAs, etc.
Document Type:
- Service Agreement (SI, development outsourcing, consulting)
- Supply Agreement (products, software licenses)
- NDA (Non-Disclosure Agreement)
- Partnership/Alliance Agreement
- Terms of Service, Privacy Policy, SLA
Confirm whether Korean law or foreign law applies
Step 2: Contract Review (Top 10 Risk Checklist)
① Accuracy of Contracting Party Information
- Verify company name, business registration number, representative, and address
- Scope of authority of the contracting party (verify representative director/agent)
② Clarity of Contract Purpose and Scope
- Are the subject and scope of the services/supply specific?
- Are the Deliverables specified?
③ Payment Terms, Conditions, and Late Interest
- Deposit, interim payment, and balance payment schedule
- Payment conditions (e.g., payment after inspection/approval)
- Late interest rate (recommended within the statutory maximum interest rate of 20% per annum)
④ Delivery/Performance Conditions and Penalty Clauses
- Is the delivery/completion deadline clear?
- Is the penalty (liquidated damages) reasonable in case of delay?
- Whether a Force Majeure clause is included
⑤ Ownership of Intellectual Property Rights
- Ownership of intellectual property rights (patents, copyrights, trade secrets) in the deliverables
- Distinction between pre-existing IP and new IP
- License scope (exclusive/non-exclusive)
⑥ Confidentiality Clause
- Definition and scope of confidential information
- Duration of confidentiality obligation (general: 2-5 years, trade secrets: may be perpetual)
- Exceptions (publicly known information, independent development, third-party acquisition, legal disclosure)
⑦ Scope and Limitation of Damages
- Direct damages vs indirect damages (special damages)
- Setting a cap on damages (e.g., 100% of the total contract amount)
- Special terms (disclaimer clause)
⑧ Contract termination conditions and effects
- Advance termination notice period (typically 30 days)
- Grounds for termination (matters, mutual right to terminate)
- Effects of termination (cost settlement, return of deliverables)
⑨ Dispute resolution (competent court, governing law, arbitration)
- Agreed competent court (court of the location of one party recommended)
- Governing law (recommended to specify application of Korean law)
- Mediation/arbitration clause (optional)
⑩ Unfair clauses (potential violation of the Act on the Regulation of Terms and Conditions)
- Clauses unfairly disadvantageous to the customer
- Clauses restricting the customer's rights
- Excessive limitations in disclaimer clauses
Step 3: Drafting legal documents (optional)
Terms of Use:
- Compliance with the Electronic Commerce Act and Consumer Protection Act
- Required inclusions:
- How to use the service and conditions of use
- Usage fees and payment methods
- Restrictions on use and termination procedures
- Limitation of liability (disclaimer clause)
- Dispute resolution (competent court, etc.)
Privacy Policy:
- Reflecting the Personal Information Protection Act (amended on Sep. 11, 2026)
- Required inclusions:
- Items collected (required/optional)
- Purpose of use
- Retention period
- Provision to third parties (whether provided, recipients, purpose)
- Destruction methods and procedures
- Rights of data subjects (access, correction, deletion)
- Whether cookies are used
SLA (Service Level Agreement):
- Availability target (e.g., 99.9% uptime)
- Response time by incident severity (P1/P2/P3)
- Compensation method for violations (service credits, penalty)
- Monitoring and reporting methods
Step 4: Presenting recommended revisions
Flagging risky clauses and proposing alternative wording:
- 🔴 Immediate revision recommended: Clauses that are clearly legally disadvantageous
- 🟡 Negotiation recommended: Clauses that can be agreed upon
- 🟢 Acceptable: Clauses at a standard level
Priority of negotiation points:
- Ownership of intellectual property rights (ownership of IP in deliverables)
- Cap on damages (preventing unlimited liability)
- Contract termination conditions (preventing disadvantageous termination)
- Competent court (preventing a distant court)
Usage examples
Example 1: "Review this IT service contract. I'm Party A. [contract contents]" → Top 10 risk check → flag disadvantageous clauses → recommended revisions → negotiation points
Example 2: "Create terms of use and a privacy policy for a SaaS service" → Confirm service scope → draft terms of use → draft privacy policy → review
Example 3: "Draft an API partnership agreement" → Confirm partnership terms → draft agreement → explain key clauses
Deliverables
- Contract review report (top 10 risk analysis)
- Recommended revisions by clause
- Negotiation point priority list
- Draft terms of service, privacy policy, and SLA
- Contract drafting guide
Precautions
Disclaimer: This is AI-assisted analysis and does not replace professional legal advice
Precautions when reviewing contracts:
- Must be reviewed before signing (post-signing amendments are difficult)
- Professional legal terms explained in easy Korean
- For complex contracts (joint ventures, M&A, etc.), consultation with a law firm is recommended
Precautions when drafting legal documents:
- Compliance with relevant laws such as the Act on Consumer Protection in Electronic Commerce, the Consumer Protection Act, and the Personal Information Protection Act
- Prevention of clauses violating the Act on the Regulation of Terms and Conditions (Terms and Conditions Act)
Related skills
- moai-legal:nda-triage: Specialized review of NDA confidentiality agreements
- moai-legal:compliance-check: Regulatory compliance checks, ESG reporting
- moai-legal:legal-risk: Legal risk analysis, intellectual property strategy
- moai-core:ai-slop-reviewer: AI pattern review of contract drafts and amendment recommendations
Post-processing chain (text deliverables)
Descriptive deliverables such as contract drafts, amendment recommendations, terms of service, privacy policies, and SLAs must always be finalized through the following chain after drafting.
contract-review → moai-core:ai-slop-reviewer → moai-content:humanize-korean
- moai-core:ai-slop-reviewer: Review of AI writing patterns (exaggeration, clichés, uniform structure)
- moai-content:humanize-korean: Refining into sentences that read as if written by a person by correcting Korean naturalness
When not to use this skill
- Specialized review of NDA confidentiality agreements → use moai-legal:nda-triage
- Compliance checks or ESG reporting → use moai-legal:compliance-check
- Legal risk analysis or intellectual property strategy → use moai-legal:legal-risk
- Actual legal disputes or litigation response → be sure to engage a professional lawyer