Contract Analysis

Contract analysis is the heart of UK Legal Skills. These seven commands help you understand exactly what you are signing -- before you sign it. Whether you need a full review, a risk breakdown, or help negotiating better terms, there is a command for it.

Seven commands for reviewing, comparing, and benchmarking contracts under the laws of England and Wales.

Plate I — the broadsheet rebrand.

Plate I.a — the original, kept for reference.

/legal first-read

Why use this? A contract has just landed in your inbox and you need a view in seconds, not an afternoon. This is the senior-counsel triage: a sub-15-second opinionated first read that classifies the contract, scores the top issues on a likelihood × severity matrix, and hands you one verdict -- SIGN, NEGOTIATE, or WALK -- before you commit to a full review.

The natural entry point. It does not exposit clause-by-clause -- it forms a view. Think of a senior partner reading a contract over coffee: fifteen seconds, one verdict, a tight risk matrix, and a steer. The deep work, if it is needed, follows -- RED-tier contracts auto-route to /legal review.

Plate II — the senior-counsel triage.

Syntax

/legal first-read <file>

Accepts all three input shapes: a file path, pasted contract text, or a URL to a contract document.

What it does

1. Phase 0 -- Escalation check (runs first): Scans for signals that demand a solicitor now -- active litigation or pre-action correspondence (LBA, Part 36, claim form), regulator action (FCA, ICO, HMRC, SRA, CMA, Ofcom, HSE), a personal data breach affecting 100+ subjects or special-category/children's data, criminal-liability exposure (ECCTA failure-to-prevent fraud, MLR, bribery, sanctions), a limitation period under 30 days, director personal-liability indicators, or a whistleblowing disclosure. If any fire, the output is topped with an ESCALATE -- INSTRUCT A SOLICITOR NOW banner naming the trigger.
2. Phase 1 -- Classify: Identifies the contract type in the first pass and calibrates severity and likelihood priors against it (see the type lookup below).
3. Phase 2 -- Matrix: Picks the top five issues maximum (fewer is better on a clean contract), scores each for severity and likelihood, and reads off the tier.
4. Phase 3 -- Verdict: Returns one editorial headline -- SIGN, NEGOTIATE, or WALK -- with a two-to-three-sentence partner-style rationale.
5. Phase 4 -- Auto-escalate: Where the trigger conditions fire, ends with an explicit hand-off to /legal review for the full five-agent deep dive.

Contract types it triages

The classifier maps signals to type and to where the money typically goes wrong:

Signals	Likely type	Where the money goes wrong
Deliverables, retainer, statement of work	Services / MSA / SOW	Scope creep, payment timing, IP ownership, termination for convenience
Salary, notice period, post-termination restrictions	Employment	Restrictive covenants, IP assignment, statutory floor, discrimination
Confidential information, receiving party, residual knowledge	NDA	Definition breadth, term, permitted disclosures, IP carve-outs
Subscription, SLA, uptime, licence grant, processor terms	SaaS	Auto-renewal, data ownership, liability cap vs fees, UK GDPR Art. 28
Independent contractor, IR35, off-payroll, kill fee	Freelance / Contractor	Worker-status risk, IP assignment, substitution clauses
Landlord, tenant, premises, rent review, break clause	Lease / Tenancy	Repair obligations, dilapidations, break conditionality
Buyer, seller, purchase price, completion accounts, warranties	M&A / SPA	Warranty cap, indemnity scope, disclosure letter, earn-out mechanics
Investor, valuation cap, drag/tag, pre-emption	Investment / SHA / SAFE	Liquidation preference, board control, dilution, founder vesting
Facility, security, covenants, events of default	Finance	Cross-default, MAC clauses, security perfection, enforcement triggers

For employment and lease signals the skill applies the Employment Rights Act 1996 statutory floor and notes any reform whose status it needs to verify (for example the Renters' Rights Act 2025 as its provisions commence, or post-2024 employment reforms) -- it labels these "status to verify" rather than asserting they are in force, and the skills run live in-force checks where the host provides legislation tools.

The likelihood × severity matrix

Each issue is scored on two axes and the tier read straight off the grid.

Severity -- financial exposure plus enforceability under England and Wales law:

Level	What it means
HIGH	Uncapped or multi-million exposure; loss of a core asset (IP, key data, premises); criminal or regulatory liability; breach of a statutory floor
MEDIUM	Capped but material exposure; meaningful operational drag; defensible if litigated
LOW	Annoying, asymmetric, but commercially survivable

Likelihood -- the probability the clause actually bites, calibrated to counterparty, deal size, industry norms, and whether the trigger is mandatory or discretionary: LIKELY, POSSIBLE, or UNLIKELY.

Severity \ Likelihood	LIKELY	POSSIBLE	UNLIKELY
HIGH	RED	RED	AMBER
MEDIUM	AMBER	YELLOW	YELLOW
LOW	YELLOW	GREEN	GREEN

Likelihood is the point

This skill weights likelihood deliberately -- the half the deeper reviews tend to under-weight. A theoretical uncapped indemnity that no rational counterparty would ever invoke is not the same risk as one with an easy trigger and a clear motive. The triage calibrates to deal context rather than treating every clause as live.

The verdict

Verdict	When
SIGN	Only GREEN and YELLOW issues. Within market norms for the type. A defensible commercial decision today.
NEGOTIATE	YELLOW plus AMBER, where the AMBER is fixable in a single round of mark-up. Worth pushing back on; not worth walking.
WALK	Any RED-tier issue, or AMBER concentrated in unilateral terms (one-sided termination, uncapped indemnity, broad assignment, sole-discretion drafting). Not salvageable as written without a structural rewrite.

When it auto-routes to /legal review

The triage forces a hand-off to the deep review when:

1. Any RED-tier issue appears in the matrix.
2. The type is M&A / SPA, Investment / SHA / SAFE, Employment with post-termination restrictive covenants, Lease with a term over five years, or a Finance facility with security.
3. The verdict is WALK.
4. The prompt signals high stakes (deal value, regulatory sensitivity, board approval pending).

In those cases the output ends with an explicit line pointing to /legal review for the weighted Contract Safety Score across five parallel agents.

Example

/legal first-read ./contracts/acme-msa.pdf

Output

FIRST-READ-[short-name]-[date].md containing:

• The canonical AI-generated legal analysis disclaimer (and, where triggered, the ESCALATE banner above it)
• A metadata table (contract type, parties, effective date, governing law, analysis date)
• The VERDICT headline (SIGN / NEGOTIATE / WALK) with a partner-voice rationale
• The risk matrix (up to five issues, each with severity, likelihood, tier, and a one-line rationale)
• A "Top 3 to push back on" or "Top 3 walk-away reasons" list (omitted when the verdict is SIGN)
• A hand-off to /legal review for the full deep dive

Plain-text tiers, not the usual indicators

The deeper skills use 🔴 / 🟡 / 🟢. This triage deliberately uses RED / AMBER / YELLOW / GREEN labels in plain text -- it is a different register, the broadsheet leader column rather than the clause-by-clause file note.

Related commands

• /legal review -- the full five-agent deep dive a RED-tier first read routes to
• /legal risks -- clause-by-clause severity scoring with financial exposure
• /legal negotiate -- counter-proposals and replacement language once you decide to push back
• /legal missing -- protections that should be present but are not

---

/legal review

Why use this? You have been sent a contract. Before you sign, you want to know: is this safe? What are the risks? What should I push back on?

The flagship command. Launches 5 parallel agents that analyse every aspect of a contract and produce a unified report with a Contract Safety Score.

Syntax

/legal review <file>

What it does

1. Phase 1 -- Ingestion: Reads the contract, classifies the type (service agreement, employment, NDA, SaaS, freelancer, partnership, lease, sales, investment), and extracts metadata (parties, dates, value, governing law).
2. Phase 2 -- Parallel analysis: Launches five subagents simultaneously:

Agent	Role	Weight
legal-clauses	Identifies and categorises every clause	20%
legal-risks	Scores each clause for risk level	25%
legal-compliance	Flags regulatory and legal issues	20%
legal-terms	Maps duties, deadlines, and triggers	15%
legal-recommendations	Generates specific fixes for every issue	20%

3. Phase 3 -- Aggregation: Merges findings into a weighted Contract Safety Score (0--100).

Scoring

Score	Grade	Label
90--100	A+	Safe
80--89	A	Good
70--79	B	Fair
60--69	C	Caution
40--59	D	Risky
0--39	F	Dangerous

Example

/legal review ./contracts/saas-agreement.pdf

Output

CONTRACT-REVIEW-[name]-[date].md containing:

• Contract Safety Score with grade
• Executive summary
• Risk dashboard (high/medium/low counts)
• Clause-by-clause analysis with replacement language
• Missing protections
• Obligations and deadlines table
• Negotiation priorities (ranked)
• Recommended next steps checklist

---

/legal risks

Why use this? You want to know the financial exposure of every clause. How much could each provision actually cost you?

Deep clause-by-clause risk analysis with severity scoring and financial exposure estimates.

Syntax

/legal risks <file>

What it checks

Every clause is scored 1--10 across these risk categories:

Category	Examples
Financial Exposure	Uncapped liability, penalty clauses, liquidated damages
Liability Transfer	Broad indemnification, hold harmless, insurance shifts
Restrictive Covenants	Non-competes, exclusivity, right of first refusal
Unclear/Ambiguous Terms	"Reasonable efforts," undefined key terms
Missing Protections	No liability cap, no termination for convenience
One-Sided Terms	Unilateral amendment, asymmetric termination
Auto-Renewal Traps	Short cancellation windows, price escalation
IP Assignment Overreach	Pre-existing IP capture, broad "arising from" language

Hidden risk detection

The command specifically hunts for patterns that are commonly missed:

• Definition landmines -- terms defined broadly in Section 1 that expand liability later
• Cross-reference traps -- clauses referencing other sections to quietly expand obligations
• Buried carve-outs -- exceptions in sub-sub-clauses that override earlier protections
• Survival clauses -- obligations surviving termination indefinitely
• Incorporation by reference -- external documents that can change without notice
• Defined term drift -- terms defined one way but used differently in the body

Example

/legal risks ./contracts/vendor-agreement.docx

Output

RISK-ANALYSIS.md containing:

• Overall risk score (X/10)
• Risk matrix table with financial exposure per clause
• Total estimated financial exposure
• Detailed analysis per risky clause with quoted text, plain English, and replacement language
• Hidden risks section
• Top 5 priorities to fix first

Key legislation

UCTA 1977, CRA 2015.

---

/legal compare

Why use this? Your counterparty sent a revised version. What did they actually change, and does it favour you or them?

Side-by-side comparison of two contract versions or two different contracts.

Syntax

/legal compare <file1> <file2>

What it does

1. Reads both documents and determines whether they are two versions of the same contract or two different contracts.
2. Maps structural differences: sections added, removed, and renumbered.
3. Classifies every change:

Change type	Description
Added	New clause in Document B only
Removed	Clause in Document A only
Modified -- Substantive	Language changed affecting rights or risk
Modified -- Cosmetic	Formatting or word choice, no substantive impact
Unchanged	Identical in both

4. For each change, assigns favourability (favours Party A / Party B / neutral) and significance (Major / Minor / Cosmetic).

Dangerous patterns flagged

• Sneaked-in clauses buried in boilerplate
• Stripped protections (liability caps, termination rights removed)
• Scope expansion through broadened definitions
• Financial term changes
• IP rights shifts
• Governing law or venue changes
• New unilateral amendment rights

Example

/legal compare ./contracts/nda-v1.pdf ./contracts/nda-v2.pdf

Output

CONTRACT-COMPARISON-[date].md containing:

• Document overview table
• Executive summary with overall favourability shift
• Change summary table with totals
• Dangerous changes section (requires immediate attention)
• Detailed change analysis with exact quoted text from both versions
• Sections unchanged
• Recommendation on which version is more favourable

---

/legal plain

Why use this? You cannot understand the legal jargon. You want every clause explained in simple English.

Translates every clause from legalese to plain English.

Syntax

/legal plain <file>

What it does

Goes through the contract section by section and provides:

1. The original legal text
2. A plain English translation
3. A glossary of all defined terms
4. Flags for deliberately confusing or misleading language -- clauses where the plain meaning is surprising or where legalese is used to obscure unfavourable terms

Example

/legal plain ./contracts/lease-agreement.pdf

Output

PLAIN-ENGLISH-[name]-[date].md

---

/legal negotiate

Why use this? You have found issues in the contract. You need specific counter-proposals with professional language you can send to the other side.

Generates counter-proposals with replacement language, talking points, and a ready-to-send email template.

Syntax

/legal negotiate <file>

What it does

1. Identifies every unfavourable or risky clause.
2. For each, generates:
   • Specific replacement language
   • Persuasive talking points explaining why the change is reasonable
   • A professional email template the user can send to request changes
3. Ranks counter-proposals by priority.

Example

/legal negotiate ./contracts/service-agreement.docx

Output

NEGOTIATION-[name]-[date].md

---

/legal missing

Why use this? You suspect the contract is missing protections. What should be there that is not?

Finds protections that should be present but are not.

Syntax

/legal missing <file>

What it does

1. Classifies the contract type.
2. Compares against a comprehensive checklist of protections expected for that type (SaaS, employment, NDA, MSA, partnership, lease, etc.).
3. For each missing protection, provides:
   • Why it matters
   • Urgency rating: Critical, High, Medium, or Low
   • Ready-to-insert clause language

Example

/legal missing ./contracts/saas-terms.pdf

Output

MISSING-PROTECTIONS-[name]-[date].md

---

/legal benchmark

Why use this? Is this contract fair? How does it compare to what is standard in the market?

Compares every clause against England and Wales market-standard positions.

Syntax

/legal benchmark <file>

What it does

1. Classifies the contract into one of 14 types: SaaS, services, employment, NDA, freelancer/contractor, commercial lease, shareholder agreement, partnership, supply, distribution, investment, franchise, licence, or loan agreement.
2. Compares 80+ clause categories against market-standard benchmarks for that type.
3. For each clause, scores the deviation from market norm and identifies whether the position favours the drafter or the counterparty.

Example

/legal benchmark ./contracts/franchise-agreement.pdf

Output

BENCHMARK-REPORT-[name]-[date].md containing:

• Contract type classification
• Market benchmark scorecard
• Clause-by-clause deviation analysis
• Renegotiation priorities ranked by impact