Review Chinese Business Contracts

Objective

Produce a practical, role-aware contract review that connects each legal or commercial issue to operational consequences and a usable revision.

Establish Context

Identify the user's party, contract type, transaction value, product or service, delivery model, payment model, data involved, intellectual property, governing law, dispute venue, negotiation leverage, and signing deadline. If the party is unknown, review both sides and label the perspective.

Workflow

1. Inventory the agreement, appendices, statements of work, quotations, order forms, specifications, policies, and prior versions.
2. Build a clause map using the framework in references/risk-framework.md.
3. Check party identity, authority, scope, precedence, definitions, deliverables, price, tax, payment, acceptance, change control, warranties, liability, IP, confidentiality, data, compliance, termination, force majeure, notices, disputes, and execution.
4. Link every finding to the exact clause or state that the clause is missing.
5. Evaluate both probability and business impact. Do not label every unfavorable term as high risk.
6. Provide a recommended position, fallback position, and reason for each material negotiation point.
7. Draft replacement language that fits the contract's terminology and commercial model.
8. Use scripts/compare_clause_sets.py when two versions have been reduced to JSON clause maps.
9. End with matters requiring external counsel, tax, security, HR, finance, or business-owner review.

Review Principles

• Distinguish legal uncertainty from commercial disadvantage.
• Do not assume a clause is invalid merely because it is one-sided.
• Check whether obligations are measurable, owned, timed, evidenced, and linked to remedies.
• Align payment with delivery and acceptance evidence.
• Avoid unlimited or indirect liability unless intentionally accepted and priced.
• Check whether IP ownership matches pre-existing IP, project outputs, third-party materials, and open-source components.
• Check data clauses against the actual data flow rather than copying a generic privacy clause.
• Preserve negotiation tone; provide concise business explanations alongside legal wording.

Required Outputs

1. Executive summary and recommended signing decision: sign, sign after fixes, or do not sign yet.
2. Risk table with clause, issue, impact, likelihood, severity, recommendation, and proposed text.
3. Missing-clause list.
4. Top negotiation positions with preferred and fallback language.
5. Operational obligations table with owner, trigger, evidence, and deadline.
6. Version-change summary when multiple drafts are supplied.
7. Professional-review escalation list.

Resource Routing

• Read references/risk-framework.md before assigning severity.
• Read references/clause-playbook.md when drafting fallback positions.
• Copy assets/contract-review-template.md for a client-facing report.
• Use scripts/compare_clause_sets.py --help for deterministic clause-map comparisons.

Boundaries

Laws and judicial interpretations change. Verify current law through authoritative sources and recommend PRC-qualified counsel for high-value, regulated, cross-border, employment, investment, financing, personal-data, real-estate, competition, or contentious matters. Do not help conceal terms, backdate documents, evade regulation, or misrepresent authority.