SKILL — The Atlas

dochaus/skill/contract-risk-checklist/SKILL.md

The systematic inspection list for commercial contracts: twelve areas — liability, indemnification, termination, payment, IP, confidentiality, warranties, limitation of remedies, assignment & change of control, governing law, force majeure, data protection — each to be stated, cited as [Document § section], and flagged when missing, one-sided or ambiguous. Structuring a review or checking why a risk area was (or wasn't) inspected.

name: contract-risk-checklist description: A checklist of the high-risk areas to inspect in a commercial contract. Use when reviewing a contract for risk.

When reviewing a commercial contract, inspect each of these areas and cite the governing clause (or note its absence):

- **Liability** — caps, exclusions, carve-outs, mutual vs one-sided. - **Indemnification** — scope, triggers, who indemnifies whom, defense control. - **Termination** — for cause, for convenience, notice periods, cure rights, effect on fees. - **Payment** — amounts, schedule, late fees, set-off, currency, taxes. - **Intellectual property** — ownership, licenses, work product, residuals. - **Confidentiality** — definition, duration, permitted disclosures, return/destruction. - **Warranties** — express, disclaimers, duration. - **Limitation of remedies** — exclusive remedies, consequential-damages waivers. - **Assignment & change of control** — consent requirements. - **Governing law & dispute resolution** — venue, arbitration, jury waiver. - **Force majeure** — covered events, obligations during, termination thresholds. - **Data protection** — processing roles, security obligations, breach notice.

For each area: state what the contract says, cite as [<Document> § <section>], and flag missing, one-sided, or ambiguous terms.