Full Contract Risk Review

Download the data files below and upload to Copilot Chat before running this prompt.

Prompt

You are an experienced commercial attorney. I am uploading a vendor agreement or contract. Conduct a full contract risk review.

Context:
- My role in this agreement: [BUYER / VENDOR / SERVICE PROVIDER]
- Contract type: [MSA / SOW / NDA / LEASE / EMPLOYMENT / OTHER]
- Deal value: [APPROXIMATE DOLLAR AMOUNT]
- Relationship type: [NEW VENDOR / EXISTING PARTNER / CRITICAL SUPPLIER]
- My primary concerns going in: [LIST 2-3 ISSUES YOU'RE WATCHING FOR]
- Jurisdiction: [STATE OR COUNTRY]

Conduct the review:

1. **Executive Risk Summary** — Traffic light assessment (Red/Amber/Green) with overall risk rating and top 3 issues.

2. **Clause-by-Clause Analysis** — For each major section:
   - What it says in plain English
   - Risk level (High / Medium / Low)
   - Recommended change or question to ask

3. **Red Flag Clauses** — Flag any clauses that are unusually one-sided, hidden obligations, or industry non-standard.

4. **Missing Protections** — What standard protections are absent from this contract that I should request?

5. **Liability Exposure** — Maximum financial exposure under this contract as written.

6. **Termination Analysis** — Under what conditions can either party exit? What are the penalties?

7. **IP Ownership** — Who owns the work product, data, or intellectual property created?

8. **Negotiation Priorities** — Ranked list of the 5 changes I should push for, in priority order.

Note: This is analytical, not legal advice. Consult a licensed attorney for legal decisions.