Comprehensive contract review checklist covering key clauses, red flags, negotiation points, and common contract types including employment, freelance, lease, and service agreements with amendment process guidance.
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Disclaimer: This skill provides general legal literacy and educational information to help you understand legal concepts and processes. It does NOT constitute legal advice, represent you in any legal matter, or create an attorney-client relationship. Laws vary by jurisdiction and change over time. Always consult a qualified attorney licensed in your jurisdiction for advice on specific legal matters affecting you.
Comprehensive contract review checklist covering key clauses, red flags, negotiation points, and common contract types including employment, freelance, lease, and service agreements with amendment process guidance.
How much does it cost?+
Nothing. It ships with Murage, which is open source. Your bots run on the AI plan you already have.
Can I change it?+
Yes. Open it in Settings → Skills to read, edit or duplicate it. Skill Guard scans it again after every edit.
Give your first job to Murage.
Download the app, connect the AI you already pay for, and tell your Chief of Staff what needs doing. Plan on about ten minutes from install to a working team.
Step 4: Provide plain-language summary of obligations and rights for each party
Step 5: Suggest questions to ask before signing and clauses to negotiate
Purpose
This skill provides a systematic approach to reviewing contracts of all types. It covers the key clauses to examine, red flags to watch for, negotiation strategies, and specific guidance for the most common contract types.
Questions to Ask the User First
What type of contract is this? (employment, freelance/independent contractor, residential lease, commercial lease, service agreement, SaaS/software, NDA, partnership, purchase agreement, other)
Which party are you? (the one who drafted it, or the one being asked to sign)
What is the total value of the contract? (monetary or estimated equivalent)
Is this negotiable or take-it-or-leave-it?
What is your biggest concern about this contract?
Have you signed contracts like this before?
Is there a deadline for signing?
What state/country will this contract be governed by?
Master Contract Review Checklist
Phase 1: Structural Review
STRUCTURAL REVIEW CHECKLIST
============================
[ ] Document is complete (no blank pages, missing exhibits, or "[TBD]" placeholders)
[ ] All pages are present and numbered sequentially
[ ] All exhibits and attachments referenced in the body are actually attached
[ ] Defined terms are used consistently throughout
[ ] Party names are correct and match legal entity names
[ ] Dates are filled in correctly (effective date, term, deadlines)
[ ] Dollar amounts are written in both words and numerals where applicable
[ ] Signature blocks match the named parties
[ ] No handwritten additions without both parties' initials
[ ] Version is marked as "final" or equivalent (not "draft")
Phase 2: Key Clause Examination
1. Definitions Section
Are all capitalized terms defined?
Are definitions overly broad or narrow?
Do definitions match your understanding of the deal?
Watch for: "including but not limited to" (expands scope dramatically)
2. Scope of Work / Services
SCOPE REVIEW:
- Deliverables clearly listed: YES / NO
- Acceptance criteria defined: YES / NO
- Timeline/milestones specified: YES / NO
- Change order process included: YES / NO
- Out-of-scope items identified: YES / NO
TERMINATION REVIEW:
- Start date: {{DATE}}
- End date: {{DATE}} or {{CONDITION}}
- Auto-renewal: YES / NO
- Renewal term: {{TERM}}
- Opt-out window: {{WINDOW}}
- Termination for convenience:
- By you: YES / NO -- Notice: {{DAYS}} days
- By them: YES / NO -- Notice: {{DAYS}} days
- Termination for cause:
- Cure period: {{DAYS}} days
- What constitutes "cause": {{DEFINITION}}
- Effect of termination:
- Surviving clauses: {{LIST}}
- Wind-down obligations: {{OBLIGATIONS}}
- Payment for work completed: {{TERMS}}
5. Liability and Indemnification
LIABILITY REVIEW:
- Your liability cap: {{AMOUNT_OR_FORMULA}}
- Their liability cap: {{AMOUNT_OR_FORMULA}}
- Mutual or one-sided: {{ASSESSMENT}}
- Consequential damages excluded: YES / NO
- Indemnification:
- You indemnify them for: {{TRIGGERS}}
- They indemnify you for: {{TRIGGERS}}
- Indemnification procedure defined: YES / NO
- Insurance requirements: {{REQUIREMENTS}}
6. Intellectual Property
IP REVIEW:
- Who owns pre-existing IP: {{TERMS}}
- Who owns IP created during the contract: {{TERMS}}
- License grants: {{SCOPE_AND_DURATION}}
- Work-for-hire designation: YES / NO
- IP assignment clause: YES / NO
- Right to use for portfolio/reference: YES / NO
CONFIDENTIALITY REVIEW:
- Definition of confidential information: {{SCOPE}}
- Exclusions from confidentiality: {{LIST}}
- Duration of obligation: {{TIME}}
- Permitted disclosures: {{CIRCUMSTANCES}}
- Return/destruction of materials: {{TERMS}}
9. Dispute Resolution
DISPUTE RESOLUTION REVIEW:
- Method: LITIGATION / ARBITRATION / MEDIATION-THEN-ARBITRATION
- Venue/Location: {{LOCATION}}
- Governing law: {{JURISDICTION}}
- Prevailing party attorney fees: YES / NO
- Jury trial waiver: YES / NO
- Class action waiver: YES / NO
- Arbitration provider: {{PROVIDER}}
- Number of arbitrators: {{NUMBER}}
10. Warranties and Representations
WARRANTY REVIEW:
- Warranties provided by them: {{LIST}}
- Warranties provided by you: {{LIST}}
- "AS IS" disclaimer present: YES / NO
- Warranty duration: {{TIME}}
- Remedy for warranty breach: {{REMEDY}}
Red Flags by Severity
Critical Red Flags (Do Not Sign Without Resolution)
Unlimited personal liability when you are an entity
Perpetual non-compete with no geographic limitation
Unilateral amendment rights without notice or consent
Assignment of all IP including pre-existing and unrelated work
Auto-renewal with no opt-out mechanism or very short cancellation window
Penalty clauses that are disproportionate to actual damages
Blank or "[TBD]" sections in material terms
Serious Red Flags (Negotiate Before Signing)
One-sided indemnification -- you cover their losses but not vice versa
Arbitration in a distant venue with costs borne by you
Broad definition of "cause" that includes subjective standards
No cure period before termination for breach
Late payment interest above state usury limits
Liability cap that only applies to them but not to you
Overly broad confidentiality preventing you from discussing the relationship
Caution Flags (Understand and Accept Knowingly)
Governing law in a different state than yours
Non-solicitation of employees (standard but verify scope)
Insurance requirements that may require additional coverage
Audit rights that may be burdensome
Notice requirements via specific methods only (e.g., certified mail)
Negotiation Strategies by Clause
General Negotiation Principles
Prioritize. Pick 3-5 most important items; do not redline everything.
Propose alternatives. Do not just reject; offer a counter.
Use standards. "Industry standard is..." carries persuasive weight.
Trade. Concede on less important points to win on critical ones.
Get it in writing. Verbal assurances mean nothing if the contract says otherwise.
Specific Negotiation Scripts
For One-Sided Indemnification:
"We are comfortable with mutual indemnification for each party's own
negligence or willful misconduct. We propose making Section {{X}}
reciprocal so both parties share proportional risk."
For Broad Non-Compete:
"We appreciate the business interest this protects. We propose narrowing
the scope to [specific competitors/activities] within [specific geography]
for a period of [6-12 months] to make this enforceable and proportionate."
For Unlimited Liability:
"We propose capping each party's aggregate liability at [1-2x the total
contract value or fees paid in the prior 12 months], with customary
carve-outs for indemnification obligations, IP infringement, and
confidentiality breaches."
For Missing Cure Period:
"We propose adding a [15-30] day cure period for any curable breach
before the non-breaching party may terminate, with written notice
specifying the breach."
For Automatic Renewal:
"We propose that either party may opt out of renewal by providing
written notice at least [60-90] days before the end of the current term,
rather than the current [X] day window."
Common Contract Types: Specific Guidance
Employment Contract Checklist
EMPLOYMENT-SPECIFIC REVIEW:
[ ] Job title and reporting structure
[ ] Compensation (base, bonus structure, equity/options)
[ ] Benefits (health, dental, vision, 401k match, PTO)
[ ] Start date and at-will status
[ ] Non-compete scope and enforceability in your state
[ ] IP assignment -- does it cover personal projects?
[ ] Severance terms upon termination
[ ] Clawback provisions on bonuses/equity
[ ] Relocation requirements or travel expectations
[ ] Remote work policy
[ ] Change of control / acquisition provisions
[ ] Garden leave provisions
FREELANCE-SPECIFIC REVIEW:
[ ] Properly classifies you as independent contractor (not employee)
[ ] Scope of work is specific, not open-ended
[ ] Payment terms (net 15/30/45, milestones, retainer)
[ ] Kill fee if project is cancelled
[ ] Revision limits
[ ] Portfolio usage rights
[ ] Tax form requirements (W-9)
[ ] Equipment/tool responsibilities
[ ] Exclusivity restrictions (can you work for competitors?)
[ ] Subcontracting rights
Residential Lease Checklist
LEASE-SPECIFIC REVIEW:
[ ] Rent amount, due date, grace period, late fee
[ ] Security deposit amount and return conditions/timeline
[ ] Lease term and renewal options
[ ] Maintenance responsibilities (tenant vs landlord)
[ ] Subletting and assignment rights
[ ] Pet policy and associated fees
[ ] Parking, storage, amenity access
[ ] Entry/access by landlord (notice required)
[ ] Utilities included vs tenant-paid
[ ] Modification/alteration restrictions
[ ] Insurance requirements (renter's insurance)
[ ] Early termination penalty and conditions
SaaS / Service Agreement Checklist
SAAS-SPECIFIC REVIEW:
[ ] Service level agreement (SLA) with uptime guarantee
[ ] SLA remedy (service credits, termination right)
[ ] Data ownership and portability
[ ] Data security obligations and breach notification
[ ] Integration and API access rights
[ ] Price increase limitations
[ ] Implementation timeline and support levels
[ ] User/seat licensing model
[ ] Data retention and deletion upon termination
[ ] Acceptable use policy scope
[ ] Suspension rights (can they suspend service?)
[ ] Subprocessor notification
Amendment Process
How to Propose Amendments
Review the amendment clause in the existing contract first
Check required format -- many contracts require amendments in writing, signed by both parties
Draft a redline version showing proposed changes clearly
Use an amendment document rather than creating a whole new contract
Amendment Template
AMENDMENT NO. {{NUMBER}} TO {{CONTRACT_NAME}}
This Amendment No. {{NUMBER}} ("Amendment") to the {{CONTRACT_NAME}} dated
{{ORIGINAL_DATE}} (the "Agreement") is entered into as of {{AMENDMENT_DATE}}
by and between {{PARTY_A}} and {{PARTY_B}}.
RECITALS
WHEREAS, the parties entered into the Agreement on {{ORIGINAL_DATE}}; and
WHEREAS, the parties desire to amend certain terms of the Agreement as
set forth herein;
NOW, THEREFORE, in consideration of the mutual promises herein, the
parties agree as follows:
1. AMENDMENTS
a. Section {{SECTION_NUMBER}} of the Agreement is hereby amended to read
in its entirety as follows:
"{{NEW_LANGUAGE}}"
b. Section {{SECTION_NUMBER}} of the Agreement is hereby deleted and
replaced with:
"{{NEW_LANGUAGE}}"
2. EFFECT OF AMENDMENT
Except as expressly modified by this Amendment, all terms and conditions
of the Agreement remain in full force and effect. In the event of any
conflict between this Amendment and the Agreement, this Amendment shall
control.
3. COUNTERPARTS
This Amendment may be executed in counterparts, each of which shall be
deemed an original.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
{{PARTY_A}} {{PARTY_B}}
By: _________________________ By: _________________________
Name: {{NAME}} Name: {{NAME}}
Title: {{TITLE}} Title: {{TITLE}}
Date: {{DATE}} Date: {{DATE}}
Post-Signing Contract Management
Immediate Actions After Signing
Save a fully executed copy (signed by all parties)
Calendar all key dates (renewal, notice deadlines, milestones)
Share relevant terms with anyone who needs to comply
Set up reminders for opt-out windows (at least 30 days before deadline)
Store securely with your other legal documents
Ongoing Monitoring
Track performance against obligations
Document any breaches or concerns in writing as they occur
Keep all correspondence related to the contract
Review before any renewal period
Contract Review Summary Template
CONTRACT REVIEW SUMMARY
========================
Contract: {{TITLE}}
Parties: {{PARTY_A}} and {{PARTY_B}}
Reviewed by: {{REVIEWER}}
Date of Review: {{DATE}}
OVERALL RISK ASSESSMENT: LOW / MEDIUM / HIGH / CRITICAL
KEY TERMS SUMMARY:
- Duration: {{TERM}}
- Value: {{VALUE}}
- Payment: {{SCHEDULE}}
- Termination: {{TERMS}}
RED FLAGS FOUND: {{COUNT}}
1. {{FLAG}} -- Severity: {{LEVEL}} -- Section: {{REF}}
2. {{FLAG}} -- Severity: {{LEVEL}} -- Section: {{REF}}
3. {{FLAG}} -- Severity: {{LEVEL}} -- Section: {{REF}}
RECOMMENDED ACTIONS:
[ ] Safe to sign as-is
[ ] Sign after minor clarifications
[ ] Negotiate specific terms (listed above)
[ ] Attorney review recommended
[ ] Do not sign in current form
NOTES:
{{ADDITIONAL_OBSERVATIONS}}
This skill provides a contract review framework. For contracts with significant financial exposure or legal complexity, professional legal review is strongly recommended.