/cs:gc-review — General Counsel Forcing Questions
/cs:gc-review <plan> — General Counsel interrogation of contracts, IP, regulatory, term sheets, and employment-law surface.
How to use it
Claude Code
- Run the line below. It pulls the whole folder into
~/.claude/skills/gc-review. - Describe your job in plain words. Claude Code follows the skill from there.
Claude Code — installs the whole folder, not just SKILL.md
npx degit alirezarezvani/claude-skills/c-level-agents/skills/gc-review#main ~/.claude/skills/gc-reviewFor one project only, change the path to .claude/skills/gc-review.
Claude (web or desktop app)
- On this page open ⋯ → Download .md.
- Save it as SKILL.md in a folder, zip the folder, then Customize → Skills → + → Create skill → Upload a skill.
- Pick the file and Save. Claude shows the name and description and runs a security scan.
- Check the skill is switched on.
- Start a new chat and describe your job in plain words. The AI follows the skill from there.
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- ChatGPT: make a Project and paste it into Instructions.
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Source of /cs:gc-review — General Counsel Forcing Questions
Show the full text133 lines
| name | description |
|---|---|
| gc-review | /cs:gc-review <plan> — General Counsel interrogation of contracts, IP, regulatory, term sheets, and employment-law surface. Use when reviewing a term sheet before signing, redlining a customer MSA, or checking IP assignment and regulatory exposure on a new product. |
/cs:gc-review — General Counsel Forcing Questions
Command: /cs: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
- Read the contract / term sheet end to end
- Run the six questions
- Identify the top-3 issues that need outside counsel review
- 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
/cs:ciso-review— for any data-touching contract/cs:cfo-review— for any commitment > 1 year or > 1% of revenue/cs: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 ../../../c-level-advisor/skills/general-counsel-advisor/ with two Python tools:
# Automated contract scan (12 founder-killer patterns)
python ../../../c-level-advisor/skills/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt
# Term sheet scoring (0-100 founder-friendliness)
python ../../../c-level-advisor/skills/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
- Skill:
general-counsel-advisor— full skill with Python tools + references - Agent:
cs-general-counsel-advisor - Compliance execution:
../../../ra-qm-team/ - Adjacent:
../../../c-level-advisor/skills/ma-playbook/
Version: 1.0.0
| 1 | |
| 2 | name "gc-review" |
| 3 | description "/cs:gc-review <plan> — General Counsel interrogation of contracts, IP, regulatory, term sheets, and employment-law surface. Use when reviewing a term sheet before signing, redlining a customer MSA, or checking IP assignment and regulatory exposure on a new product." |
| 4 | |
| 5 | |
| 6 | # /cs:gc-review — General Counsel Forcing Questions |
| 7 | |
| 8 | **Command:** `/cs:gc-review <plan>` |
| 9 | |
| 10 | 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. |
| 11 | |
| 12 | > ⚠️ **Not legal advice.** This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions. |
| 13 | |
| 14 | ## When to Run |
| 15 | |
| 16 | Before signing any contract > $100K or > 1 year |
| 17 | Before issuing equity (employee grants, advisor grants) |
| 18 | Before a term sheet response |
| 19 | Before entering a regulated market (healthcare, fintech, defense) |
| 20 | Before any open-source license decision in core IP |
| 21 | Before an M&A LOI |
| 22 | |
| 23 | ## The Six GC Questions |
| 24 | |
| 25 | ### 1. IP Ownership |
| 26 | **Who owns the IP being created or shared in this transaction?** |
| 27 | Work-for-hire vs license vs joint. |
| 28 | For employees and contractors: written IP assignment in place? |
| 29 | For OSS: license compatibility checked? |
| 30 | |
| 31 | ### 2. Liability & Indemnity |
| 32 | **What's the liability cap, and what's carved out from it?** |
| 33 | Standard cap: 12 months of fees. |
| 34 | Carve-outs: IP infringement, data breach, willful misconduct. |
| 35 | Mutual indemnity desirable. |
| 36 | |
| 37 | ### 3. Data Processing |
| 38 | **What personal data is involved, and is a DPA in place?** |
| 39 | GDPR / CCPA scope? |
| 40 | Subprocessor flow-down? |
| 41 | Data residency requirements? |
| 42 | |
| 43 | ### 4. Termination & Renewal |
| 44 | **What's the termination right, what's the notice period, and what's auto-renew?** |
| 45 | Termination for convenience vs cause. |
| 46 | Notice period (30 / 60 / 90 days). |
| 47 | Auto-renewal trap? |
| 48 | |
| 49 | ### 5. Regulatory Surface |
| 50 | **Does this expose the company to a new regulatory regime?** |
| 51 | Healthcare → HIPAA. |
| 52 | Fintech → BSA/AML, state money-transmitter. |
| 53 | Medical device → FDA, MDR, ISO 13485. |
| 54 | Data → GDPR, CCPA, state breach laws. |
| 55 | |
| 56 | ### 6. Employment / Equity |
| 57 | **If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment?** |
| 58 | Misclassification risk? |
| 59 | Equity vesting standard (4-year, 1-year cliff)? |
| 60 | Acceleration triggers? |
| 61 | 409A current? |
| 62 | |
| 63 | ## Workflow |
| 64 | |
| 65 | Read the contract / term sheet end to end |
| 66 | Run the six questions |
| 67 | Identify the top-3 issues that need outside counsel review |
| 68 | Apply the verdict |
| 69 | |
| 70 | ## Output Format |
| 71 | |
| 72 | |
| 73 | # GC Review: <plan> |
| 74 | **Date:** YYYY-MM-DD |
| 75 | |
| 76 | ## Document |
| 77 | - Type: <contract / term sheet / grant / DPA> |
| 78 | - Counterparty: <name> |
| 79 | - $ value or scope: <amount> |
| 80 | |
| 81 | ## Issues |
| 82 | | # | Issue | Risk | Recommendation | |
| 83 | |---|---|---|---| |
| 84 | | 1 | <e.g., uncapped IP indemnity> | HIGH | Cap at fees paid, mutual | |
| 85 | | 2 | <e.g., 5-year auto-renew> | MED | 1-year max, 60-day notice | |
| 86 | | 3 | <e.g., no DPA, EU data> | HIGH | Require DPA before sign | |
| 87 | |
| 88 | ## Regulatory Trigger |
| 89 | - New regime triggered? <yes/no> |
| 90 | - Specific frameworks: <HIPAA / GDPR / etc.> |
| 91 | |
| 92 | ## Outside Counsel Action Items |
| 93 | - [ ] <specific item 1> |
| 94 | - [ ] <specific item 2> |
| 95 | - [ ] <specific item 3> |
| 96 | |
| 97 | ## Verdict |
| 98 | 🟢 SIGN AS-IS (rare) |
| 99 | 🟡 NEGOTIATE — counter on top-3 issues |
| 100 | 🔴 DO NOT SIGN — material risk |
| 101 | |
| 102 | |
| 103 | ## Routing |
| 104 | |
| 105 | `/cs:ciso-review` — for any data-touching contract |
| 106 | `/cs:cfo-review` — for any commitment > 1 year or > 1% of revenue |
| 107 | `/cs:decide` — log the verdict after outside counsel review |
| 108 | |
| 109 | ## Workflow Integration with `general-counsel-advisor` skill |
| 110 | |
| 111 | Since v2.5.1, this command is backed by a full skill at `../../../c-level-advisor/skills/general-counsel-advisor/` with two Python tools: |
| 112 | |
| 113 | |
| 114 | # Automated contract scan (12 founder-killer patterns) |
| 115 | python ../../../c-level-advisor/skills/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt |
| 116 | |
| 117 | # Term sheet scoring (0-100 founder-friendliness) |
| 118 | python ../../../c-level-advisor/skills/general-counsel-advisor/scripts/term_sheet_analyzer.py path/to/term_sheet.json |
| 119 | |
| 120 | |
| 121 | The `cs-general-counsel-advisor` agent orchestrates both tools plus 3 references (contracts playbook, IP + regulatory, term sheet decoder). |
| 122 | |
| 123 | ## Related |
| 124 | |
| 125 | Skill: [`general-counsel-advisor`] — full skill with Python tools + references |
| 126 | Agent: [`cs-general-counsel-advisor`] |
| 127 | Compliance execution: `../../../ra-qm-team/` |
| 128 | Adjacent: `../../../c-level-advisor/skills/ma-playbook/` |
| 129 | |
| 130 | |
| 131 | |
| 132 | **Version:** 1.0.0 |
| 133 |
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