---

name: prompt-pack-agreement-legal-draft-review
description: Use when reviewing an existing agreement or legal draft to identify legal risks, tax implications, and compliance issues. This prompt-pack skill for corporate/commercial review applies a structured risk-flagging methodology across contract law, regulatory compliance, and tax — with MENA-specific attention to civil-law defaults, mandatory provisions, and cross-border enforceability traps.
license: MIT
metadata:
id: prompt-pack.agreement-legal-draft-review
category: prompt-pack
practice_area: corporate-commercial
priority: P2
intent: [review, agreement-legal-draft-review]
related: [prompt-pack-agency-agreement, review-contract-general, heuristic-always-state-jurisdiction-first, heuristic-no-us-style-boilerplate-in-civil-law-jx, output-table-of-comparisons, router-confidence-scorer]
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Agreement / Legal Draft Review

When to use this

Use this skill when a user needs a structured review of an existing agreement or legal draft to identify:

• Legal risks and exposure
• Tax implications
• Compliance issues (regulatory, mandatory law, competition law)
• Unfavorable terms, missing protections, or unusual provisions
• Cross-border enforceability issues

This is the general-purpose contract review prompt. For specialized document types (NDA, employment contract, arbitration clause), the relevant specialist skill should be layered alongside this one.

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Prompt template

Review the following agreement and identify legal risks, tax implications, and clauses that may create compliance issues.

Use [[conversation-clarifying-questions]] to elicit jurisdiction, parties, and purpose before applying this prompt.

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Required inputs

Input	Why it matters
The agreement text	Core input
Jurisdiction(s)	Determines applicable mandatory law, tax treatment, and regulatory framework
Reviewing party	Risk analysis is always party-specific — a clause favorable to Buyer is unfavorable to Seller
Purpose of review	Transactional review vs. compliance audit vs. regulatory submission

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Review methodology

Apply the following four-pass review:

Pass 1 — Structural completeness

Check that the agreement has all essential components:

• Parties identified with full legal names and jurisdiction
• Consideration (what each party is giving)
• Term and termination provisions
• Governing law and dispute resolution
• Signature blocks appropriate for the jurisdiction

Flag missing sections as Gap — Missing provision.

Pass 2 — Legal risk clauses

Examine each substantive clause for legal risk. Key categories:

Risk category	What to check
Liability	Is liability capped? At what amount? Are consequential damages excluded? Is the cap realistic?
Indemnity	Who indemnifies whom? Are indemnities mutual or unilateral? Is there a procedure (notice, control)?
Termination	Notice periods adequate? Grounds for termination for cause well-defined? Effect of termination on accrued rights?
IP	Ownership of work product clearly assigned? License scope defined? Moral rights addressed (civil-law jurisdictions)?
Confidentiality	Definition of confidential information clear? Duration reasonable? Carve-outs for public domain, prior knowledge?
Force majeure	Definition broad enough to cover relevant risks? Notification requirements? Duration after which either party may terminate?
Governing law / jurisdiction	Applicable? Enforceable? Does it conflict with mandatory local law?
Payment / financial	Currency specified? Payment timing? Late payment remedy (interest vs. suspension — note: riba prohibition in KSA)?

Pass 3 — Tax implications

Identify clauses with tax implications:

• Withholding tax on cross-border payments (especially royalties, management fees, interest)
• VAT / GST treatment of supplies under the agreement
• Permanent establishment risk from the agreement structure
• Transfer pricing implications if between related parties
• Stamp duty / registration fees (LB, EG: contract stamping costs)

Flag tax issues as requiring specialist tax counsel review; do not provide definitive tax advice.

Pass 4 — Compliance and mandatory law

• Applicable competition law (UAE Competition Law, KSA Competition Law) — does the agreement contain exclusivity or price-fixing elements that require clearance?
• Data protection requirements (UAE PDPL Federal Decree-Law 45/2021, Saudi PDPL, DIFC Data Protection Law, GDPR for EU parties) — does the agreement address data sharing?
• Anti-bribery / anti-corruption provisions — is there an FCPA / UKBA / equivalent representation where required?
• Sector-specific regulation (financial services, healthcare, real estate) — does the agreement comply?
• Mandatory law overrides — identify clauses that may be unenforceable because local mandatory law applies (e.g., MENA commercial agency law, UAE labour law)

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Output format

Structure the review as:

## Review Summary
[2-3 sentence overall risk assessment: high / medium / low risk; key findings]

## Structural Issues
[List of missing provisions or structural gaps]

## Risk Register
| Clause | Issue | Risk Level | Recommendation |
|--------|-------|-----------|----------------|
| §X | ... | High / Medium / Low | ... |

## Tax Flags
[Bullet list of tax issues for specialist review]

## Compliance Issues
[Bullet list of regulatory compliance concerns]

## Recommended Redlines
[Specific redline suggestions for the highest-risk clauses]

Risk levels:

• High: material legal exposure; recommend addressing before execution
• Medium: notable issue; recommend addressing or acknowledging the risk
• Low: minor issue or stylistic concern; note for completeness

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Jurisdictional notes

Civil-law jurisdictions (LB, UAE-onshore, EG, FR)

In civil-law jurisdictions, the Civil Code fills contractual gaps with default rules. This means:

• A missing provision may not be a fatal gap — the Code provides a default
• But the Code's default may not be favorable — review the applicable Code provisions before concluding a gap is acceptable
• Good faith (bonne foi / حسن النية) is implied by law; it cannot be contracted out
• Limitation of liability clauses are enforceable but subject to proportionality review by courts; deliberately harmful conduct cannot be limited

Common-law jurisdictions (DIFC, ADGM, UK)

• Caveat emptor (buyer beware) means gaps are riskier — there is no statutory default framework as comprehensive as a Civil Code
• Entire agreement clauses are more significant: they exclude pre-contractual representations
• Penalty clauses: post-Cavendish Square Holding BV v Makdessi [2015] UKSC 67, penalty clauses are enforceable unless they are unconscionable — but MENA practitioners often use US-style LDs clauses that may be read as penalties

KSA

• Interest (riba) clauses are unenforceable under Sharia law; late-payment provisions must use alternative formulations
• Liability caps expressed as multiples of contract value are generally enforceable
• Exclusive dealing arrangements may require notification to the General Authority for Competition

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Limits and escalation

This review identifies legal risks for the reviewing party's consideration. It does not:

• Constitute legal advice on whether to proceed with the transaction
• Replace specialist tax, competition, or sector-regulatory counsel on specific issues flagged
• Assess factual or commercial due diligence (credit risk, counterparty reputation)

Flag all High-risk items for attorney review before execution.

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Related skills

• [[review-contract-general]] — the deep-dive contract review skill
• [[heuristic-always-state-jurisdiction-first]] — ensure jurisdiction is established before review
• [[heuristic-no-us-style-boilerplate-in-civil-law-jx]] — identify US boilerplate that does not work in civil law
• [[output-table-of-comparisons]] — multi-jurisdiction comparison format for cross-border agreements
• [[router-confidence-scorer]] — confidence calibration for uncertain legal positions