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Gc Review DOCX

Performs a General Counsel-level risk assessment of contracts, term sheets, and IP agreements by applying six specific legal questions (IP ownership, liability, data, termination, regulatory, employment). It outputs a structured review with identified risks, regulatory triggers, and a sign/negotiate/do-not-sign verdict.

2 uses this weeksource alirezarezvanilicence MIT
Quality gate: PASS · better answers · measured 2026-10-23
Blind-judged against the bare model on 2 requests: average lift +9.0 points (specificity, structure, method, fit).
won 2/2, lift +9.0, tokens ×127.01
Security scan: clean · 2026-10-24 · 1 files · ran in sandbox
no network calls, shell tricks, credential access or instruction tampering found in its files.

Try asking

Say it in your own words; the assistant finds this recipe by itself. Examples:

“Gennemgå denne kontrakt og find eventuelle risici vedrørende IP-ejerskab.”
“Kan du tjekke om denne term sheet er fair for os, før vi underskriver?”
“Vi skal ansætte en konsulent i USA, hvad skal jeg være opmærksom på i aftalen?”
“Review this MSA draft for any uncapped liability clauses before I send it to the client.”
“I have a term sheet from a VC firm, can you check if the IP assignment terms are standard for a Series A?”
“We are hiring a contractor in Germany, what are the key employment law risks in this agreement?”
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Good for

legal-reviewcontract-analysisip-ownershipregulatory-compliancerisk-assessmentterm-sheetemployment-lawliability

Not for

Do not use this skill for drafting new contracts from scratch, as it is a review tool, not a generator. It is not suitable for financial modeling or P&L analysis (use CFO skills) or for technical security architecture reviews (use CISO skills). It should not be used for final legal advice in litigation or binding regulatory filings without qualified counsel.

Details

When it is the right choice

Use this skill when reviewing a contract, term sheet, or employment agreement before signing to identify critical legal risks. It is appropriate for checking IP assignment clauses, liability caps, data processing requirements, and regulatory exposure in new deals or hires. It is designed to surface questions for outside counsel rather than provide binding legal advice.

The full recipe the assistant reads

/c-level-agents:gc-review — General Counsel Forcing Questions

Command: /c-level-agents:gc-review <plan>

The General Counsel lens. Six questions before any contract, term sheet, IP move, or regulatory commitment. This is a lane gstack has zero of — and one where a single missed clause costs more than a year of engineering.

⚠️ Not legal advice. This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions.

When to Run

  • Before signing any contract > $100K or > 1 year
  • Before issuing equity (employee grants, advisor grants)
  • Before a term sheet response
  • Before entering a regulated market (healthcare, fintech, defense)
  • Before any open-source license decision in core IP
  • Before an M&A LOI

The Six GC Questions

1. IP Ownership

Who owns the IP being created or shared in this transaction? - Work-for-hire vs license vs joint. - For employees and contractors: written IP assignment in place? - For OSS: license compatibility checked?

2. Liability & Indemnity

What's the liability cap, and what's carved out from it? - Standard cap: 12 months of fees. - Carve-outs: IP infringement, data breach, willful misconduct. - Mutual indemnity desirable.

3. Data Processing

What personal data is involved, and is a DPA in place? - GDPR / CCPA scope? - Subprocessor flow-down? - Data residency requirements?

4. Termination & Renewal

What's the termination right, what's the notice period, and what's auto-renew? - Termination for convenience vs cause. - Notice period (30 / 60 / 90 days). - Auto-renewal trap?

5. Regulatory Surface

Does this expose the company to a new regulatory regime? - Healthcare → HIPAA. - Fintech → BSA/AML, state money-transmitter. - Medical device → FDA, MDR, ISO 13485. - Data → GDPR, CCPA, state breach laws.

6. Employment / Equity

If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment? - Misclassification risk? - Equity vesting standard (4-year, 1-year cliff)? - Acceleration triggers? - 409A current?

Workflow

  1. Read the contract / term sheet end to end
  2. Run the six questions
  3. Identify the top-3 issues that need outside counsel review
  4. Apply the verdict

Output Format

# GC Review: <plan>
**Date:** YYYY-MM-DD

## Document
- Type: <contract / term sheet / grant / DPA>
- Counterparty: <name>
- $ value or scope: <amount>

## Issues
| # | Issue | Risk | Recommendation |
|---|---|---|---|
| 1 | <e.g., uncapped IP indemnity> | HIGH | Cap at fees paid, mutual |
| 2 | <e.g., 5-year auto-renew> | MED | 1-year max, 60-day notice |
| 3 | <e.g., no DPA, EU data> | HIGH | Require DPA before sign |

## Regulatory Trigger
- New regime triggered? <yes/no>
- Specific frameworks: <HIPAA / GDPR / etc.>

## Outside Counsel Action Items
- [ ] <specific item 1>
- [ ] <specific item 2>
- [ ] <specific item 3>

## Verdict
🟢 SIGN AS-IS (rare)
🟡 NEGOTIATE — counter on top-3 issues
🔴 DO NOT SIGN — material risk

Routing

  • /c-level-agents:ciso-review — for any data-touching contract
  • /c-level-agents:cfo-review — for any commitment > 1 year or > 1% of revenue
  • /c-level-agents:decide — log the verdict after outside counsel review

Workflow Integration with general-counsel-advisor skill

Since v2.5.1, this command is backed by a full skill at ${CLAUDE_PLUGIN_ROOT}/vendor/c-level-advisor/general-counsel-advisor/ with two Python tools:

# Automated contract scan (12 founder-killer patterns)
python ${CLAUDE_PLUGIN_ROOT}/vendor/c-level-advisor/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt

# Term sheet scoring (0-100 founder-friendliness)
python ${CLAUDE_PLUGIN_ROOT}/vendor/c-level-advisor/general-counsel-advisor/scripts/term_sheet_analyzer.py path/to/term_sheet.json

The cs-general-counsel-advisor agent orchestrates both tools plus 3 references (contracts playbook, IP + regulatory, term sheet decoder).

Related

Version: 1.0.0

Files in this skill (2)
  • LICENSE
  • SKILL.md
Where it comes from

Vendored from alirezarezvani/claude-skills, commit 27cfcd0fb0a4, path c-level-agents/skills/gc-review, licence MIT. The upstream licence file ships inside the skill.