Contract Analysis

Input: $ARGUMENTS

Step 1: Identify Parties and Obligations

Map who is involved and what each party must do.

PARTIES:
- Party A: [name/role]
- Party B: [name/role]
- Other parties: [if any — guarantors, third-party beneficiaries]

OBLIGATIONS:
Party A must:
1. [obligation] — Section: [ref] — Timeline: [when]
2. [obligation] — Section: [ref] — Timeline: [when]

Party B must:
1. [obligation] — Section: [ref] — Timeline: [when]
2. [obligation] — Section: [ref] — Timeline: [when]

CONDITIONAL OBLIGATIONS (triggered by events):
- If [event], then [party] must [obligation] — Section: [ref]

Step 2: Map Consideration

What does each party give and get? Both sides must receive value.

CONSIDERATION MAP:
Party A gives: [what they provide — money, services, goods, rights]
Party A gets: [what they receive]

Party B gives: [what they provide]
Party B gets: [what they receive]

BALANCE ASSESSMENT: [Roughly balanced / Favors A / Favors B / Significantly unbalanced]
REASON: [why]

Step 3: Identify Key Terms and Conditions

Pull out the terms that matter most.

KEY TERMS:
- Duration: [length of agreement]
- Renewal: [auto-renew? notice period?]
- Payment: [amount, schedule, method]
- Performance standards: [SLAs, benchmarks, acceptance criteria]
- Intellectual property: [who owns what is created]
- Confidentiality: [scope, duration, exceptions]
- Non-compete/non-solicit: [scope, duration, geography]
- Governing law: [jurisdiction]
- Dispute resolution: [litigation / arbitration / mediation — where]

DEFINITIONS TO WATCH:
- [term]: defined as [definition] — Note: [broader/narrower than expected?]

Step 4: Find Risk Allocation Clauses

Identify how the contract distributes risk between parties.

RISK ALLOCATION:

Liability:
- Cap on liability: [amount/formula or unlimited]
- Exclusion of consequential damages: [yes/no — which party benefits]
- Indemnification: [who indemnifies whom, for what]

Insurance:
- Required coverage: [types and amounts]

Representations and warranties:
- [key rep/warranty] — Made by: [party] — Survives termination: [yes/no]

Force majeure: [included? what events qualify?]

RISK BALANCE: [Balanced / Favors A / Favors B]

Step 5: Identify Termination Conditions

How does this agreement end?

TERMINATION:
- For convenience: [which party can terminate without cause? notice period?]
- For cause: [what constitutes cause? cure period?]
- Automatic: [does it expire on a date?]
- Insolvency/bankruptcy: [trigger?]

POST-TERMINATION:
- Obligations that survive: [confidentiality, non-compete, indemnification, etc.]
- Transition assistance: [required? at what cost?]
- Data/property return: [what must be returned or destroyed?]
- Wind-down period: [how long?]

Step 6: Flag Unusual or Concerning Terms

Identify anything that deviates from standard practice or creates outsized risk.

RED FLAGS:
1. [term] — Section: [ref]
   Concern: [why this is unusual or risky]
   Standard practice would be: [what you'd normally expect]

2. [term] — Section: [ref]
   Concern: [why this is unusual or risky]
   Standard practice would be: [what you'd normally expect]

YELLOW FLAGS (not alarming but worth negotiating):
1. [term] — Section: [ref]
   Suggestion: [how to improve]

MISSING TERMS (expected but absent):
1. [term that should be included]
   Risk of omission: [what could go wrong]

Integration

Use with:

• /leg -> Apply broader legal reasoning to the situation
• /rtas -> Assess the rights of each party under the contract
• /cba -> Cost-benefit analysis of accepting vs. negotiating terms