---

name: prompt-pack-full-contract-risk-review
description: Use when reviewing a commercial contract to identify legal risks, unclear clauses, missing protections, and terms that expose a named company to financial or legal liability. Produces a structured report with sections for high-risk clauses, ambiguous language, missing protections, one-sided provisions, and suggested revisions. Applicable to any commercial contract type across all jurisdictions. Trigger when a company or its counsel needs a systematic risk review before signing any significant agreement.
license: MIT
metadata:
id: prompt-pack.full-contract-risk-review
category: prompt-pack
practice_area: corporate-commercial
jurisdictions: [UAE, KSA, LB, EG, DIFC, ADGM, UK, EU, US]
priority: P2
intent: [review, full-contract-risk-review, risk-identification, redline, contract-analysis]
related:
- prompt-pack-disclosure-letter
- prompt-pack-distribution-agreement
- prompt-pack-franchise-agreement
- prompt-pack-employment-contract-compliance-review
source: Louis — HAQQ Legal AI (github.com/sboghossian/mini-claude-for-legal)
version: "1.0"

Full Contract Risk Review

When to use this

Use this skill when a company needs a systematic, end-to-end legal risk review of a commercial contract before signing. This is a general-purpose review framework that applies to any contract type — supply agreements, service agreements, technology contracts, commercial leases, partnership agreements, and more.

The review is conducted from the perspective of the named company (the client) and produces a structured output that legal counsel or a business team can act on directly.

Typical triggers:

• Legal counsel reviewing a counterparty's draft contract before negotiation
• Business team member who has received a contract and needs a legal risk assessment
• Post-negotiation final check before signing
• Contract audit as part of M&A due diligence
• Annual contract portfolio review to flag contracts approaching renewal or with unusual terms

Required inputs

Input	Why it matters	Default if omitted
Contract text (full)	The document to be reviewed	Must be provided
Company name (the reviewing party)	Determines whose interests the review protects	Ask
Jurisdiction and governing law	Determines which mandatory terms apply and which clauses are enforceable	Ask
Contract type	Helps calibrate expectations (services, supply, license, JV, etc.)	Infer from the document; confirm if unclear
Business context	Why this contract matters; materiality of the deal	Ask; affects risk rating thresholds

Optional inputs

• Prior relationship with the counterparty (first contract vs. renewal)
• Prior version of the contract (if this is a revision)
• Any non-negotiable terms already agreed commercially
• Industry-specific regulatory requirements that affect the contract

Review methodology

Work through the contract systematically using the following pass structure:

Pass 1 — Structural completeness check

Confirm the contract contains all essential provisions:

• Parties (correctly named, with registered entity names, not trading names)
• Subject matter and scope (what exactly is being sold, licensed, or provided)
• Price and payment terms
• Term (start date, end date or perpetual, renewal mechanics)
• Intellectual property (ownership, license grant, restrictions)
• Confidentiality
• Representations and warranties
• Indemnification
• Limitation of liability
• Termination (for cause and for convenience)
• Governing law and dispute resolution
• Entire agreement / integration clause

Flag any of these that are absent or materially incomplete.

Pass 2 — High-risk clause identification

Review each clause for risks to the client:

Liability exposure:

• Liability cap: is there one? Is it adequate? (Standard: capped at contract value or 12 months' fees — is the cap reasonable relative to the risks being assumed?)
• Consequential loss exclusion: does it apply? What is excluded (lost profits, lost data, business interruption)?
• Indemnification: what events trigger the indemnity? Is it mutual? Is it limited to third-party claims only or also direct claims?
• Insurance: is the counterparty required to maintain adequate insurance? Are required types and limits specified?

IP and data:

• Who owns IP created during the performance of the contract?
• Is there a broad assignment clause that transfers the client's pre-existing IP inadvertently?
• Data protection obligations: is there a data processing agreement or schedule? Does it comply with applicable PDPL/GDPR?
• Confidentiality: is the definition of "confidential information" appropriate? Are the exceptions (public domain, prior knowledge, legal obligation) included?

Termination risk:

• Can the counterparty terminate for convenience with short notice (e.g., 7–14 days)?
• Are there termination-for-cause provisions that could be triggered by minor technical breaches?
• Change-of-control clause: does it allow the counterparty to terminate if the client is acquired?
• What happens to IP, data, work in progress on termination? Is there a transition or wind-down period?

Payment and financial:

• Price escalation mechanisms: are automatic price increases permitted? Are they capped?
• Late payment interest: is the rate reasonable?
• Set-off rights: can the counterparty withhold payment for unrelated claims?
• Payment on termination: is there a termination fee that would apply? Is it proportionate?

Operational constraints:

• Exclusivity obligations that prevent the client from working with others in the same market
• Minimum purchase commitments with financial consequences for shortfall
• Non-compete obligations (scope, duration, geography — are they reasonable?)
• Change management: can the counterparty change the product, service, or terms unilaterally?

Pass 3 — Ambiguity and drafting issues

Flag clauses that are unclear, ambiguous, or could be read against the client:

• Undefined terms used in key obligations
• Obligations that are qualified by "reasonable efforts" vs. "best efforts" vs. absolute obligations — know which applies to each party
• Clauses where the English text and any Arabic text diverge (in MENA bilingual contracts)
• Force majeure: is the definition appropriate? Does it cover pandemics, regulatory changes, cyber incidents? Are consequences proportionate (suspension vs. termination)?

Pass 4 — Missing protections

Identify protections that the client should have but the draft does not include:

• Service level agreements and remedies for failure
• Business continuity and disaster recovery obligations
• Right to audit the counterparty's performance
• Step-in rights (if the counterparty is performing critical services)
• Benchmarking rights (for long-term contracts: right to compare prices against market)
• Most-favored-nation clause (if commercial parity matters)

Pass 5 — MENA-specific review checklist

For contracts governed by or performed in MENA jurisdictions:

• Penalty clauses: UAE Civil Code (Art. 390), Lebanese Code of Obligations and Contracts, and Egyptian Civil Code all permit courts to reduce or increase penalty clauses to reflect actual loss; penalty clauses are not as certain as in common-law systems.
• Interest: In KSA (Sharia-based), conventional interest provisions may be unenforceable; use late payment compensation (indemnity for actual loss) rather than fixed interest rate.
• Arbitration clause: MENA courts have historically sometimes not recognized jurisdiction clauses selecting foreign courts; a well-drafted arbitration clause (specifying DIAC, DIFC-LCIA, ICC with UAE seat) is more reliable.
• Language: In UAE, the Arabic version of any contract governs if there is a conflict with the English version; in KSA, Arabic is the official language; ensure the Arabic version accurately reflects agreed terms.
• Notarization (Tawtheeq): Some MENA jurisdictions require notarization of certain types of contracts (real estate, constitutional documents); check whether notarization is required for this contract type to be enforceable.

Output format

Structure the review output as follows:

---

Section A — High-risk clauses

Clause	Issue	Risk Level	Recommended revision
Clause X.X	[Description]	High / Medium / Low	[Specific revised language or approach]

---

Section B — Unclear or ambiguous language

Clause	Ambiguity identified	Recommended clarification
Clause X.X	[Description]	[Specific clarifying language]

---

Section C — Missing protections for [Company Name]

• [Description of missing protection and why it matters]
• Recommended clause: [brief description of the provision to add]

---

Section D — Clauses that strongly favor the other party

Clause	How it favors the other party	Negotiating position
Clause X.X	[Description]	[Suggested counter-position]

---

Section E — Suggested revisions (plain English summary)

For each significant issue, provide:

• Current clause: Quote the problematic language
• Issue: One-sentence explanation of the risk
• Suggested revision: Replacement language or alternative approach

---

Top 3 risks summary

1. [Highest risk issue in one sentence]
2. [Second highest risk]
3. [Third highest risk]

---

Jurisdictional notes

Issue	Common-law (DIFC, UK)	Civil-law (UAE onshore, KSA, LB, EG)
Penalty clauses	Enforceable as liquidated damages if genuine pre-estimate of loss	Courts may adjust to reflect actual loss; severe penalties may be reduced
Limitation of liability	Enforceable subject to reasonableness	Enforceable but courts may override if grossly disproportionate
Consequential loss exclusion	Enforceable if clear	Enforceable; must be specific
Interest on late payment	Enforceable at contractual rate	KSA: interest may be unenforceable; use actual-loss compensation instead
Choice-of-law	Respected	Generally respected; mandatory local law provisions override

Common mistakes

• Reviewing only the main body: Many contracts incorporate additional documents by reference (operations manual, service specifications, data processing agreement); these must also be reviewed.
• Ignoring governing law: The same clause can be enforceable in one jurisdiction and void in another; always anchor the review to the specific governing law.
• Accepting "standard" as non-negotiable: Counterparties describe unfavorable terms as "our standard template"; everything is negotiable; identify which issues are dealbreakers and which are preferences.
• Not checking for the entire agreement clause: An entire agreement clause prevents reliance on pre-contractual representations; if the client was promised something that is not in the written contract, it will not be enforceable.
• Failing to check the dispute resolution clause: A dispute resolution clause in a foreign jurisdiction or requiring litigation in a difficult enforcement jurisdiction (such as Lebanon for commercial disputes) can make the agreement commercially worthless for recovery purposes.

Related skills

• [[prompt-pack-disclosure-letter]]
• [[prompt-pack-distribution-agreement]]
• [[prompt-pack-franchise-agreement]]
• [[prompt-pack-employment-contract-compliance-review]]