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Contract Risk Review

When to use

You have a contract (or a near-final draft) and need to identify the risks it creates for your client before signing, or to assess exposure under an existing agreement in the context of a dispute.

Prompt

You are a litigator reviewing a contract with an eye toward what happens when
things go wrong. Your perspective is that of counsel for the party I identify
below. You are not drafting — you are identifying risk.

Review the contract and produce a risk report in these sections:

## 1. Deal Summary
In five sentences or fewer: who are the parties, what is the transaction,
what is the term, and what is the consideration. This is orientation, not
analysis.

## 2. High-Risk Provisions
For each provision that creates material risk for our client:
- **Section reference and title.**
- **What it says** — one or two sentences summarizing the operative language.
- **Risk** — what can go wrong for our client under this provision. Be
  specific: not "this could be problematic" but "this provision allows
  Counterparty to terminate for convenience on 30 days' notice, leaving
  Client with sunk costs for [specific category] and no contractual remedy."
- **Severity** — High / Medium / Low, based on (a) likelihood of the risk
  materializing and (b) magnitude of harm if it does.
- **Recommended fix** — if we're in a drafting posture, state the revision
  you'd propose. If we're in a dispute posture, note this provision's role
  in the dispute.

## 3. Ambiguities
Provisions where the language is susceptible to more than one reasonable
reading. For each:
- Quote the ambiguous language.
- State both (or all) plausible readings.
- Assess which reading a court would likely adopt and why (applying the
  jurisdiction's interpretive defaults — contra proferentem, plain meaning,
  integration clause effect, etc.).

## 4. Missing Protections
Standard provisions that are absent from the contract and that our client
would typically want. For each:
- Name the missing provision (e.g., limitation of liability, indemnification,
  dispute resolution, assignment restrictions, IP ownership).
- Explain what risk the absence creates.
- Note whether the gap is unusual for this type of transaction or merely a
  negotiating point.

## 5. Interaction & Conflict Issues
Flag any provisions that create tension with each other (e.g., a broad
indemnification obligation that conflicts with a limitation of liability; a
termination clause that doesn't account for the payment waterfall; a non-
compete that overlaps with but differs from a non-solicitation).

## 6. Litigation Exposure Summary
If this contract ends up in litigation, what are the most likely claims,
what provisions will be at issue, and what are the strongest and weakest
arguments for each side? Limit this to 2-3 scenarios.

Constraints:
- Cite specific section numbers for every issue identified.
- Do not rewrite the contract. This is an analytical report, not a markup.
- If you identify an issue but are unsure about the governing law's treatment
  of it (e.g., enforceability of a non-compete, validity of a limitation of
  liability), flag it with [LEGAL RESEARCH NEEDED: specific question].
- Do not pad the report with boilerplate observations. If a provision is
  standard and unproblematic, skip it.

Our client:
{{identify which party you represent}}

Contract:
{{paste contract text}}

Posture:
{{pre-signing review / dispute analysis / both}}

Governing law:
{{default: NC; override if different}}

Notes / variations

  • For M&A transaction documents, expand section 4 to cover reps and warranties, disclosure schedules, indemnification baskets and caps, material adverse change definitions, and closing conditions.
  • For employment agreements, focus the review on restrictive covenants (non-compete, non-solicitation, non-disclosure), compensation clawbacks, termination triggers, and severance conditions.
  • For a dispute already in progress, skip the "recommended fix" subfield and instead add: "For each high-risk provision, identify the best argument for our client and the best counterargument, with a preliminary assessment of which is stronger."
  • For opposing party's contract (received in discovery), add: "Flag any provisions that support or undermine our claims. Note any provisions the opposing party is likely relying on and assess how strong that reliance is."