Contract Risk Analysis

Overview

Inspect supplied clauses across ten issue categories and produce a prioritized review register. Separate observed terms, conditional scenarios, unknowns and questions requiring legal judgment; do not invent probabilities or loss estimates.

Prerequisites

• A selected contract or pasted text and available schedules/amendments.
• The represented party, business objectives and decision being considered. Reuse supplied context; do not default to the party assumed not to have drafted it.
• Coverage limits, relevant dates, stated fees/caps and any user-provided impact or risk rubric. Record unavailable facts instead of silently filling them in.

Use only authorized inputs and tools. Do not upload contracts, modify originals, send counterproposals or run legal agents as an implicit part of this analysis.

Instructions

1. Use Glob for discovery within the selected location when needed, then Read the supplied material. Record document versions, readable pages/sections, missing exhibits, extraction limits and relevant incorporated terms. A missing section is unreviewed, not evidence of low risk or unlimited exposure.
2. Map the party's rights and obligations with clause/page locators and minimal exact excerpts. Use Grep for definitions and cross-references in readable supplied text, then Read related provisions before interpreting a clause alone.
3. Review the ten categories. For each relevant issue, record the observed term, trigger, affected party, dependencies, possible commercial consequence and evidence gap. A category checklist does not prove that every clause was reviewed or that applicable law was satisfied.
4. Inspect broad definitions, survival, renewal/notice, unilateral amendments, assignment and incorporated fees in context. Show what the text says and which dependencies were checked. Do not label an ambiguity intentional or infer concealed motives from placement or wording alone.
5. Prioritize by the user's objectives, the obligation at stake, timing and evidence. Explain qualitative priorities. If numerical weights are requested, identify the explicit rubric and assumptions; do not treat a severity label as a measured probability or multiply it by an invented likelihood.
6. Quantify only what explicit inputs support. Distinguish a stated fee/cap, a conditional arithmetic scenario and a prediction of actual liability. Show the formula, currency, units, inputs and source clauses. Leave expected loss, enforcement costs, IP value and maximum exposure unknown when evidence is missing. A clause without a visible cap is not proof of legally infinite loss.
7. Offer specific clarification or negotiation options tied to findings. Separate user business preferences from legal questions. Do not select a walk-away threshold, declare enforceability or conclude all personal inventions are assigned based on one excerpt. Refer unresolved law/context questions for qualified review rather than inventing citations.
8. Produce the register and executive decision summary with actual coverage and uncertainty. When saving is requested, use Write at the selected path; suggest contract-risk-{matter-slug}.md for new work and inspect an existing destination before replacing it. Preserve original contracts and unrelated reports.

Output

A review draft identifying the contract, party, business objective, source inputs and coverage. Each finding has an ID, clause/page locator, exact supporting text, category, trigger, possible effect, priority rationale, dependencies and next question. Include a separate table for source-backed amounts or explicitly conditional scenarios; unknown quantities remain unknown.

A summary may identify the most decision-relevant findings without forcing a top five or an overall safety verdict. This analysis does not establish legal effect, compliance, expected loss or an attorney-client relationship. State where current jurisdiction-specific review and additional facts are needed.

Error Handling

Examples

Stated fee scenario: In a fictional example, a supplied clause sets a termination fee at two monthly fees and the supplied rate is USD 5,000 per month. The conditional arithmetic is 2 x USD 5,000 = USD 10,000 if that clause applies. Show those inputs; this is not a prediction of collectible damages or a complete exit cost.

Broad data license: Quote the granted uses, duration and any deletion or termination exceptions. Identify operational concerns for the user's stated data constraints and questions about related clauses; do not automatically declare the license unlawful or cured by the word anonymized.

Invention assignment: Review the definition, assignment, exclusions and supplied employment context together. Identify a possible scope question without claiming all personal side projects belong to the employer or giving a jurisdiction-free conclusion about enforceability.

Resources

• Ten-category review and risk-register evidence
• Supplied clauses, schedules, fee data and the user's actual objectives/rubric.