Market-Benchmarked Contract Review

What This Does

Reviews legal contracts against CUAD's 41 risk categories, ContractEval benchmarks, and LegalBench standards. For any NDA, SaaS agreement, payment/merchant contract, M&A document, or broker agreement, it produces a structured review with pre-signing alerts, a red-flag quick scan, risk analysis tagged by severity, market-standard comparisons, redline language, missing provisions, and a ranked negotiation priority list.

It's built around the idea that "risky" depends on which side of the table you're on — it asks your position (customer, vendor, buyer, seller, licensor, licensee, receiving/disclosing party) and flags counterparty-favorable terms accordingly.

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Quick Start

Step 1: Create a Project Folder

mkdir -p ~/Documents/ContractReview

Step 2: Download the Template

Click Download above, then:

mv ~/Downloads/CLAUDE.md ~/Documents/ContractReview/

Step 3: Start Working

cd ~/Documents/ContractReview
claude

Drop your contract (PDF, DOCX, or pasted text) into the folder and ask Claude to review it.

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How to Use

Step 1: Share the Contract and Your Position

Tell Claude:

• Document type (NDA, SaaS/MSA, payment/merchant, M&A, broker/finder, etc.)
• Your position (customer, vendor, buyer, seller, licensor, licensee, receiving party, disclosing party)
• Power dynamic (startup vs. enterprise, standard form vs. negotiated, regulated industry)
• Jurisdiction (governing law matters for enforceability)

Step 2: Pre-Review Checklist

Before analyzing, Claude checks for:

• Blank fields ("$____", "TBD", "[amount]")
• Missing referenced exhibits/schedules
• Draft vs. executed status
• Truncation or missing pages

Step 3: Review Output

You get a structured markdown report:

1. Pre-Signing Alerts — blanks, missing exhibits
2. Executive Summary
3. Key Terms table
4. Red Flags Quick Scan (liability cap, uncapped indemnification, unilateral amendment, offshore jurisdiction, etc.)
5. Risk Analysis by severity (🔴 Critical / 🟡 Important / 🟢 Acceptable) with market benchmarks, negotiability, and redline language
6. Missing Provisions with suggested language
7. Internal Consistency Issues
8. Negotiation Priority ranked list

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Red Flags It Catches

The quick-scan checks these before deep analysis:

• Liability cap below 6 months' fees
• Uncapped indemnification
• "As-is" warranty disclaimers with no recourse
• Unilateral suspension without notice
• Unilateral amendment rights
• No termination for convenience
• Perpetual obligations (broker tails, long non-competes)
• Offshore jurisdictions (BVI, Cayman) — expensive to enforce
• Pre-signed conflict waivers
• "Sole discretion" language favoring counterparty
• Class action waiver + mandatory arbitration combo
• Asymmetric assignment rights

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Document Type Checklists

Deep-dive checklists for each common contract type:

• NDA — direction, definition scope, term, residuals clause, standstill, no-contact, compelled disclosure, injunctive relief
• SaaS/MSA — liability cap, uptime SLA, suspension rights, data ownership, data export, price increases, auto-renewal, subprocessors, insurance
• Payment/Merchant — reserve/holdback, chargeback liability, network rules, auto-debit authority, settlement timing, PCI compliance
• M&A — purchase price mix, earnout mechanics, escrow, rep survival, indemnification cap, basket type, sandbagging, non-compete, working capital, MAC definition
• Finder/Broker — fee percentage, fee calculation, "covered buyer" definition, tail period, exclusivity, minimum fee, BD registration

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Market Standard Benchmarks

Instead of guessing, the skill compares every term to documented market norms:

Provision	Standard	Yellow Flag	Red Flag
Liability cap	12 months' fees	6–11 months	<6 months
Non-compete duration	1–2 years	3–4 years	5+ years
Auto-renewal notice	90+ days	60–89 days	<60 days
Rep survival (M&A)	12–18 months	24–30 months	36+ months
Escrow (M&A)	10–15% for 12–18 mo	15–20% for 18–24 mo	>20% or >24 mo
Fee tail (broker)	12–18 months	24 months	Perpetual
SLA uptime	99.9% with credits	99.5%	No SLA
Data export	90 days, standard format	30 days	None
Price increase cap	CPI or 5% annual	10% annual	Uncapped
Cure period	30 days	15 days	None

Full benchmark table is in the template.

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Negotiability Guide

Every redline suggestion is tagged with how likely it is to get accepted:

• High — usually accepted (mutual termination, cure periods, data export)
• Medium — depends on leverage (liability cap increases, price caps)
• Low — rarely changed (payment network rules, regulatory terms)
• None — non-negotiable (card network mandates, banking regs)

Paired with power-dynamic factors: large customer + small vendor = more leverage; startup + enterprise vendor = less; sole-source = less; regulated terms = none.

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Jurisdiction Notes

• Non-competes: void in CA, ND, OK, MN; reasonableness test elsewhere
• Choice of law: Delaware (corp-friendly, predictable), NY (financial/sophisticated), CA (employee-friendly), BVI/Cayman (offshore red flag)
• Arbitration: AAA/JAMS (standard US), SIAC/LCIA (international, expensive); mandatory + class waiver limits remedies

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Limitations

• This is informational, not legal advice — for material terms, have qualified counsel review
• Not tax advice — flagged but not opined on
• Jurisdiction enforceability varies and changes over time
• Only references text actually in the document (no hallucinated clauses)
• For high-stakes contracts (M&A, financing, litigation exposure), always engage an attorney
• If a contract is already executed, the review is informational only — you can't redline what's signed