contract-review

# Contract Review Skill Documentation

This resource outlines a systematic methodology for analyzing commercial agreements against organizational standards. The framework emphasizes that such reviews support legal workflows but do not constitute legal counsel.

## Core Methodology

The approach involves identifying contract type and party role, then conducting clause-by-clause analysis. Key areas examined include liability caps, indemnification scope, IP ownership, data protection compliance, termination provisions, and dispute resolution mechanisms.

## Severity Classification System

Deviations are categorized as:

- **GREEN (Acceptable)**: Aligns with standard positions; no action needed
- **YELLOW (Negotiate)**: Falls outside preferences but remains negotiable; requires redline suggestions
- **RED (Escalate)**: Poses material risk or triggers escalation criteria; demands senior review

## Redline Best Practices

Effective redlines provide specific language ready for insertion, explain rationales suitable for counterparty sharing, offer fallback positions, and prioritize critical versus aspirational changes. Format includes clause reference, current language, proposed alternatives, rationale, priority level, and backup positions.

## Negotiation Framework

Issues organize into three tiers: Tier 1 (deal-breakers requiring resolution), Tier 2 (strong preferences with negotiation room), and Tier 3 (concession candidates). Strategy involves leading with critical items while trading lower-priority concessions.

The methodology emphasizes balanced, commercially reasonable positions rather than aggressive stances that impede negotiations.

## Lease Reimbursement Evidence Requests

When the user asks whether a tenant/landlord can bill or recover a charge under a lease, treat it as an evidence-extraction task, not just a legal summary:

1. Identify the controlling document, parties, date, property, and exact section number/title.
2. Search for both the charge label and broader legal buckets: `tax`, `assessment`, `charges`, `common area`, `CAM`, `association`, `HOA`, `POA`, `reimburse`, `invoice`, `evidence of payment`, `deadline`, `cap`, `first year`, and `separately assessed`.
3. Quote the operative reimbursement language verbatim, including conditions and deadlines.
4. Separate clearly reimbursable recurring charges from one-time/admin/transfer fees unless the lease language expressly includes them.
5. Return a send-ready counterparty note with document name, section number, quoted text, and payment/invoice evidence to attach.
6. If the source is a PDF and visual proof matters, export only the relevant pages (not the whole document) to images or clipped PDFs so the user can quickly verify the section visually before sending.

See `references/lease-reimbursement-evidence.md` for a compact example pattern from a Family Dollar HOA reimbursement review, including a PDF-page proof workflow.