// This file is generated by scripts/build-workflows.js. Do not edit it directly. export type SystemWorkflowContributor = { name: string; organisation: string | null; role: string | null; linkedin: string | null; }; export type SystemWorkflowMetadata = { title: string; description: string; type: "assistant" | "tabular"; contributors: SystemWorkflowContributor[]; language: string; version: string; practice: string | null; jurisdictions: string[] | null; }; export type SystemWorkflow = { id: string; user_id: null; is_system: true; created_at: string; metadata: SystemWorkflowMetadata; skill_md: string | null; columns_config: { index: number; name: string; format?: string; prompt: string; tags?: string[] }[] | null; }; export const SYSTEM_WORKFLOWS: SystemWorkflow[] = [ { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-coc-dd-tabular-review", "metadata": { "title": "Change of Control Tabular Review", "description": "This workflow performs a change of control due diligence review across the selected documents.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Corporate", "jurisdictions": [ "General" ] }, "skill_md": "# Change of Control Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents for change of control provisions and extract structured diligence findings into the columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, notice periods, party names, and defined terms where available.\n- For change of control triggers, capture the exact triggering language and summarize the practical effect in plain English.\n- For consent, termination, option, and financial consequence columns, identify who holds the right or obligation, when it is triggered, and any timing or procedural requirements.\n- If a document does not contain responsive change of control language, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context for legal diligence review.\n- Do not infer a change of control restriction from general assignment, transfer, merger, or affiliate provisions unless the document text supports that connection.\n- Do not invent citations, facts, parties, dates, rights, obligations, or financial consequences.", "columns_config": [ { "index": 0, "name": "Parties", "format": "bulleted_list", "prompt": "Identify all parties to this agreement. For each party state their full legal name and their role (e.g. counterparty, licensor, lender, supplier)." }, { "index": 1, "name": "Date", "format": "date", "prompt": "What is the date of this agreement? If a commencement date differs from the signing date, state both." }, { "index": 2, "name": "Term", "format": "text", "prompt": "What is the term or duration of this agreement? State the start and end dates or the length of the term." }, { "index": 3, "name": "Change of Control Clause", "prompt": "Identify and summarize the change of control clause(s) in this document. Quote the exact triggering language and specify what constitutes a 'change of control'." }, { "index": 4, "name": "Consent Required", "prompt": "Does a change of control require prior consent from any party? Identify who must consent, the notice period, and any conditions." }, { "index": 5, "name": "Termination Rights", "prompt": "What termination rights arise upon a change of control? Who can terminate, and what are the notice requirements?" }, { "index": 6, "name": "Put/Call Options", "prompt": "Are there any put or call options triggered by a change of control? Summarize the terms, pricing, and exercise period." }, { "index": 7, "name": "Financial Implications", "prompt": "What are the financial implications of a change of control? Include any fees, payments, accelerated obligations, or pricing adjustments." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-commercial-agreement-tabular-review", "metadata": { "title": "Commercial Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Commercial Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Parties", "format": "bulleted_list", "prompt": "Identify all parties to this agreement. For each party state their full legal name, jurisdiction of incorporation (if stated), and their role in the agreement (e.g. supplier, customer, licensor)." }, { "index": 1, "name": "Scope of Work", "format": "text", "prompt": "Summarise the scope of work or services to be provided under this agreement. What are the key deliverables, obligations, or services? Identify any limitations or exclusions to the scope." }, { "index": 2, "name": "Amends Earlier Agreement", "format": "yes_no", "prompt": "Does this agreement amend, restate, supplement, or replace an earlier agreement? If yes, identify the earlier agreement by name and date." }, { "index": 3, "name": "Effective Date", "format": "date", "prompt": "What is the effective date or commencement date of this agreement? If no explicit date is stated, note when it is deemed to take effect." }, { "index": 4, "name": "Term", "format": "text", "prompt": "What is the duration or term of this agreement? State the initial term length and any conditions that affect the duration." }, { "index": 5, "name": "Renewal", "format": "text", "prompt": "What renewal provisions apply? Specify whether renewal is automatic or requires notice, the renewal period, and any conditions or notice periods required to prevent automatic renewal." }, { "index": 6, "name": "Pricing", "format": "text", "prompt": "What is the pricing structure under this agreement? Identify all fees, rates, charges, and payment terms including currency, payment schedule, and invoicing requirements." }, { "index": 7, "name": "Price Adjustments", "format": "text", "prompt": "Are there any price adjustment mechanisms in this agreement? Identify any indexation, CPI/RPI linkage, benchmarking, volume-based adjustments, or other mechanisms that allow prices to change over the term." }, { "index": 8, "name": "Penalties for Late Payment", "format": "text", "prompt": "What penalties or consequences apply for late payment? Include any interest rates on overdue amounts, suspension rights, or other remedies available to the payee." }, { "index": 9, "name": "Estimated Contract Value", "format": "monetary_amount", "prompt": "What is the total estimated or stated contract value? If no single figure is given, calculate or estimate based on stated rates and term. State the currency and any assumptions made." }, { "index": 10, "name": "Limitation of Liability", "format": "text", "prompt": "What limitations of liability apply? Identify any caps on liability (including how they are calculated), exclusions of consequential or indirect loss, and any carve-outs from the cap (e.g. fraud, death, IP infringement)." }, { "index": 11, "name": "IP Ownership and Licensing", "format": "text", "prompt": "How is intellectual property ownership and licensing addressed? Identify who owns pre-existing IP, who owns newly created IP, and what licences are granted to each party. Note any restrictions on use." }, { "index": 12, "name": "Change of Control", "format": "text", "prompt": "Is there a change of control provision? If so, describe what constitutes a change of control, whether consent is required, and what rights (e.g. termination, assignment) are triggered." }, { "index": 13, "name": "Force Majeure", "format": "text", "prompt": "Summarise the force majeure clause. What events qualify, what obligations are suspended, how long must the event persist before termination is permitted, and what notice is required?" }, { "index": 14, "name": "Termination Rights", "format": "text", "prompt": "What are the termination rights of each party? Identify termination for convenience (including notice period), termination for cause (including cure periods), and the consequences of termination (e.g. payment obligations, survival of terms)." }, { "index": 15, "name": "Liquidated Damages", "format": "text", "prompt": "Are there any liquidated damages provisions? If so, identify what triggers them, the applicable rate or formula, any cap on aggregate liquidated damages, and whether they are the exclusive remedy." }, { "index": 16, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this agreement? State the jurisdiction and any specific legal system referenced." }, { "index": 17, "name": "Dispute Resolution", "format": "text", "prompt": "How are disputes resolved under this agreement? Identify whether disputes go to litigation or arbitration, the chosen forum or seat, any escalation or mediation steps required before formal proceedings, and the language of proceedings." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-commercial-lease-review", "metadata": { "title": "Commercial Lease Review", "description": "Review the uploaded commercial lease and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Real Estate", "jurisdictions": [ "General" ] }, "skill_md": "# Commercial Lease Review\n\n## Instructions\n\nReview the uploaded commercial lease and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — reinstatement obligation is uncapped\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Break Rights | High — Clause [x] imposes vacant possession as a break condition with no cure period. The lessee-specific checklist point indicates the break is fragile and may be lost on a technicality. | For the lessee, remove vacant possession as a break condition or add a cure period and express the condition narrowly. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the premises. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, premises description, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Lessor or Lessee).\n\n| Issue | General | Lessor | Lessee |\n| --- | --- | --- | --- |\n| Parties and Premises | Identify landlord, tenant, guarantor, property, premises, title references, and included or excluded areas. Flag incorrect entities, missing plans, or premises description inconsistent with title. | | |\n| Term | State commencement, expiry, rent commencement, and any conditions precedent. | Flag renewal rights or holding-over provisions that limit the landlord's ability to recover the premises. | Flag uncertain commencement mechanics, no renewal clarity, or landlord-only discretion over start conditions. |\n| Rent and Payments | Confirm rent quantum, payment dates, and deposit mechanics. | Flag unclear payment mechanics, weak late-payment provisions, or rent-free periods exceeding what was agreed. | Flag unclear payment obligations, high default interest, or missing rent-free mechanics. |\n| Rent Review | Identify review dates, mechanism, assumptions, disregards, and dispute process. | Flag review mechanics too favorable to the tenant, downward review provisions, or no upward adjustment. | Flag upward-only review, no cap, aggressive assumptions, or tenant-unfriendly dispute process. |\n| Service Charge and Operating Costs | Identify tenant contribution scope, cap mechanics, audit rights, and reconciliation process. | Flag cost exclusions too broad, caps too low, or audit rights creating undue operational burden. | Flag broad pass-throughs, no cap, capital expenditure exposure, or weak audit rights. |\n| Use | State permitted use, prohibited uses, trading obligations, and change-of-use restrictions. | Flag permitted use too broad or absence of continuous trading obligation. | Flag narrow use restriction, continuous trading obligations, or restrictions inconsistent with operations. |\n| Repairs and Maintenance | Identify landlord and tenant repair obligations, condition standard, and schedule of condition. | Flag limited tenant repairing obligations, repair gaps, or yielding-up conditions below acceptable standard. | Flag full repairing obligation extending to pre-existing defects or structural issues outside tenant control. |\n| Alterations and Fit-Out | Identify consent requirements and reinstatement obligations. | Flag broad alteration rights without landlord consent or no reinstatement obligation. | Flag absolute consent rights, broad reinstatement obligations, or unclear fit-out approval timing. |\n| Assignment, Underletting, and Sharing Occupation | Identify transfer restrictions, consent tests, and group sharing rights. | Flag broad permitted transfer rights allowing assignment to unsuitable tenants without approval. | Flag absolute assignment bans, excessive consent conditions, or no group sharing rights. |\n| Insurance and Damage | Identify who insures, insured risks, rent suspension, and termination rights on damage. | Flag tenant insurance obligations too narrow or absence of rent suspension protection. | Flag no rent suspension on damage, uninsured risk exposure, or no termination right after prolonged damage. |\n| Break Rights | Identify break dates, notice periods, and conditions. | Flag broadly exercisable break conditions allowing tenant exit without adequate penalty. | Flag fragile break conditions, strict vacant possession tests, or excessive preconditions. |\n| Default and Remedies | Identify default events, cure periods, and enforcement rights. | Flag long cure periods, high default thresholds, or limited remedies that delay enforcement. | Flag short cure periods, broad default triggers, or landlord self-help without adequate notice. |\n| Compliance Obligations | Identify which party bears responsibility for regulatory compliance. | Flag compliance gaps exposing the landlord to regulatory liability. | Flag tenant responsibility for landlord works, historic contamination, or compliance beyond the demised premises. |\n| Security Package | Identify security type, quantum, and release conditions. | Flag security inadequate for the tenant's covenant strength or release mechanics too easy to trigger. | Flag excessive security requirements, no step-down on release, or unclear deposit return mechanics. |\n| Rights Reserved and Easements | Identify reserved landlord rights, access arrangements, and tenant rights over common parts. | Flag insufficient reserved rights limiting the landlord's ability to manage the building. | Flag broad landlord entry or disruption rights, or missing rights needed for the tenant's permitted use. |\n| End of Term | Identify yielding-up condition, reinstatement obligations, and dilapidations process. | Flag inadequate reinstatement obligations, unclear yielding-up conditions, or weak dilapidations recovery. | Flag overly broad reinstatement obligations or handback conditions requiring a better standard than at commencement. |\n| Governing Law and Dispute Resolution | State governing law, court forum, expert determination process, and mandatory dispute procedures. Flag ambiguous forum, missing expert determination terms, or inadequate dispute mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-commercial-lease-tabular-review", "metadata": { "title": "Commercial Lease Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Real Estate", "jurisdictions": [ "General" ] }, "skill_md": "# Commercial Lease Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Landlord", "format": "text", "prompt": "Who is the landlord under this lease? State the full legal name, jurisdiction of incorporation or registration (if applicable), and any registered address or title number stated." }, { "index": 1, "name": "Tenant", "format": "text", "prompt": "Who is the tenant under this lease? State the full legal name, jurisdiction of incorporation or registration (if applicable), and any registered address stated." }, { "index": 2, "name": "Guarantor", "format": "text", "prompt": "Is there a guarantor under this lease? If so, state the guarantor's full legal name and the scope of the guarantee (e.g. full guarantee of the tenant's obligations, or limited to specific obligations). If there is no guarantor, state this explicitly." }, { "index": 3, "name": "Premises", "format": "text", "prompt": "Describe the premises demised under this lease. Include the address, floor(s), unit reference, net internal area (if stated), and any areas included or excluded from the demise (e.g. common parts, roof, structure, car parking)." }, { "index": 4, "name": "Date of Lease", "format": "date", "prompt": "What is the date of this lease? If the lease is undated or if the term commencement date differs from the execution date, note both." }, { "index": 5, "name": "Term", "format": "text", "prompt": "What is the contractual term of this lease? State the length of the term and the term commencement and expiry dates." }, { "index": 6, "name": "Rent", "format": "monetary_amount", "prompt": "What is the initial annual rent payable under this lease? State the amount, the currency, the payment frequency (e.g. quarterly in advance), and the payment dates. Note any rent-free period or initial concessionary rent." }, { "index": 7, "name": "Rent Review", "format": "text", "prompt": "Are there rent review provisions? If so, state the review dates or frequency, the review mechanism (e.g. open market rent review, RPI/CPI indexation, fixed uplift), whether the review is upward-only, any assumptions and disregards applicable to an open market review, and the dispute resolution mechanism if the parties cannot agree the reviewed rent." }, { "index": 8, "name": "Service Charge", "format": "text", "prompt": "Is the tenant liable for a service charge? If so, describe what costs are included within the service charge, the tenant's apportionment or percentage share, any cap on the service charge, and how the service charge is administered and reconciled." }, { "index": 9, "name": "Insurance", "format": "text", "prompt": "What are the insurance obligations under this lease? State who insures (landlord or tenant), what risks must be insured, who bears the insurance premium cost, and the tenant's obligations in respect of the landlord's insurance (e.g. not to vitiate the policy, to pay the premium as additional rent)." }, { "index": 10, "name": "Permitted Use", "format": "text", "prompt": "What is the permitted use of the premises under this lease? State the use class or specific use permitted and identify any restrictions on use. Note whether the landlord's consent is required to change use and on what basis consent may be withheld." }, { "index": 11, "name": "Repair & Maintenance", "format": "text", "prompt": "Who is responsible for repair and maintenance of the premises? Describe the extent of the tenant's repairing obligation (e.g. full repairing, internal repairing only, subject to a schedule of condition). State the landlord's repairing obligations, if any, in respect of the structure, exterior, or common parts." }, { "index": 12, "name": "Alterations", "format": "text", "prompt": "What alterations may the tenant make to the premises? Distinguish between structural and non-structural alterations. Is landlord consent required, and if so on what basis may it be withheld? Must the tenant reinstate alterations at the end of the term?" }, { "index": 13, "name": "Assignment & Subletting", "format": "text", "prompt": "What rights does the tenant have to assign or sublet the premises? State whether assignment and subletting are permitted with landlord consent, on what grounds consent may be withheld, any conditions to be satisfied (e.g. an authorised guarantee agreement on assignment, rent at no less than the passing rent on subletting), and whether any dealings are prohibited outright." }, { "index": 14, "name": "Break Rights", "format": "text", "prompt": "Are there any break rights in this lease? If so, identify who holds the break right (landlord, tenant, or both), the break date(s), the notice period and form required to exercise the break, and any pre-conditions to effective exercise (e.g. no material breach, vacant possession, payment of all sums due)." }, { "index": 15, "name": "Security of Tenure", "format": "yes_no", "prompt": "Does the tenant have statutory security of tenure (e.g. under the Landlord and Tenant Act 1954 in England and Wales, or equivalent legislation in another jurisdiction)? Answer Yes if the lease is contracted in or benefits from security of tenure. Answer No if the lease has been contracted out or if security of tenure does not apply. State the basis for your answer." }, { "index": 16, "name": "Dilapidations", "format": "text", "prompt": "What dilapidations obligations apply at the end of the term? Describe the tenant's yield-up obligations (e.g. to deliver the premises in repair, to reinstate alterations, to redecorate). Is there a schedule of condition limiting the tenant's liability? Note any dilapidations cap or other limitation on the landlord's claim." }, { "index": 17, "name": "Rent Deposit", "format": "monetary_amount", "prompt": "Is a rent deposit required? If so, state the amount, the period for which it is held, the conditions under which the landlord may draw on it, and the circumstances in which it is returned to the tenant." }, { "index": 18, "name": "Forfeiture & Termination", "format": "text", "prompt": "What are the landlord's forfeiture or termination rights? Identify the events that entitle the landlord to forfeit the lease (e.g. non-payment of rent after a grace period, material breach of covenant, insolvency) and any notice requirements before forfeiture can be exercised." }, { "index": 19, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this lease and which courts have jurisdiction over disputes?" } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-compare-documents", "metadata": { "title": "Compare Documents", "description": "Compare the uploaded documents in a structured table, highlighting key similarities, differences, risks, and follow-up points.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Compare Documents\n\n## Instructions\n\nCompare the uploaded documents for a legal or business reviewer. Focus on the provisions, terms, risks, and commercial points that differ across the documents. The comparison must work for any number of uploaded documents.\n\nProduce the comparison as a Markdown table. The table must have exactly these columns:\n\n- Topic\n- One column for each uploaded document, using the document name or a short readable document label as the column heading\n- Difference\n\nFor example, if three documents are uploaded, the table should use this shape:\n\n| Topic | Document A | Document B | Document C | Difference |\n| --- | --- | --- | --- | --- |\n\nCompare the documents across the most relevant topics, including where available:\n\n- Parties and roles\n- Document date and effective date\n- Term, expiry, renewal, and extension rights\n- Scope of work, services, deliverables, or subject matter\n- Fees, pricing, payment terms, penalties, and currency\n- Conditions precedent, approvals, consents, and notices\n- Representations, warranties, covenants, and restrictions\n- Confidentiality, IP ownership, data protection, and use rights\n- Assignment, transfer, change of control, and subcontracting\n- Termination rights, suspension rights, cure periods, and consequences\n- Liability caps, indemnities, exclusions, insurance, and remedies\n- Governing law, jurisdiction, dispute resolution, and service of process\n\nUse concise entries in the document columns. Under each document column, state the relevant term and include the best available location with citations, such as clause, section, schedule, page, paragraph, or heading. If citations are available, include them inline with the location. If a location is unclear, describe it as specifically as possible.\n\nIn the **Difference** column, explain what changed or diverges, including any negotiation, legal, operational, or commercial significance where useful.\n\nAfter the table, include a short **Key Takeaways** section with no more than five bullets summarising the most important differences and follow-up actions.\n\nDo not invent facts, clauses, parties, dates, amounts, or obligations. If a topic is not addressed in a document, write \"Not stated\" for that document. If the uploaded documents are not comparable, explain why and provide the closest useful comparison.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-corporate-approvals-review", "metadata": { "title": "Corporate Approvals Review", "description": "Review the uploaded transaction document, resolution, authority package, or corporate action to determine whether the relevant company approvals appear complete, internally cons...", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Corporate", "jurisdictions": [ "General" ] }, "skill_md": "# Corporate Approvals Review\n\n## Instructions\n\nReview the uploaded transaction document, resolution, authority package, or corporate action to determine whether the relevant company approvals appear complete, internally consistent, and supported by the company's corporate records.\n\nBefore producing the review, ask the user to upload or identify the available corporate records to check against. Request the relevant records, including as applicable:\n\n- certificate of incorporation, certificate of formation, or equivalent constitutional filing\n- memorandum and articles, articles of association, bylaws, operating agreement, constitution, or equivalent governing document\n- register of directors, board register, officer register, or equivalent management records\n- register of shareholders, register of members, stock ledger, cap table, or equivalent ownership records\n- board minutes, written resolutions, consents, committee resolutions, shareholder resolutions, or member approvals\n- shareholder agreement, investors' rights agreement, voting agreement, operating agreement, or other approval-rights document\n- incumbency certificate, secretary's certificate, specimen signatures, powers of attorney, delegated authority matrix, or signing authority evidence\n- relevant filings, good standing certificates, prior approvals, or transaction-specific authority documents\n\nIf records are missing, do not assume they exist. Identify what is missing and explain how that limits the review.\n\nProduce a concise Markdown table with exactly these columns:\n\n- Issue\n- Records Checked\n- Finding\n- Risk\n- Recommended Action\n\nUse these risk ratings in the **Risk** column:\n\n- Low: approval position appears standard or no material issue was identified from the records provided.\n- Medium: a gap, ambiguity, or missing supporting record should be clarified before completion.\n- High: a material approval, authority, capacity, or consistency issue may affect execution, validity, enforceability, or closing.\n- Critical: an apparent absence of required approval or authority may block signing or completion unless resolved.\n\nReview the uploaded materials for these categories:\n\n| Category | What to Check |\n| --- | --- |\n| Company Identity and Capacity | Check that the company's legal name, registration number, jurisdiction, entity type, capacity, and status match the corporate records and transaction documents. |\n| Constitutional Authority | Check whether the governing documents permit the transaction, execution of documents, borrowing, guarantees, security, share actions, asset disposals, or other relevant corporate action. |\n| Board Composition and Authority | Check current directors or managers against the board register, appointment records, quorum requirements, conflicts rules, voting thresholds, and authority to approve the transaction. |\n| Shareholder or Member Approvals | Check whether shareholder, member, class, investor, reserved matter, or special approval is required by law, governing documents, shareholder agreements, or other approval-rights documents. |\n| Signing Authority | Check signatories against incumbency records, delegated authority, resolutions, powers of attorney, secretary's certificates, and execution blocks. |\n| Approval Documents | Check board minutes, written resolutions, consents, certificates, and approval packs for correct parties, dates, quorum, votes, conflicts, recitals, authorized documents, and authorized signatories. |\n| Registers and Ownership Records | Check shareholder/member registers, cap tables, stock ledgers, and transfer records for consistency with approvals, voting thresholds, class rights, and parties entitled to approve. |\n| Transaction Document Consistency | Check that the documents approved match the documents being signed, including names, dates, document titles, parties, transaction description, limits, conditions, and schedules. |\n| Reserved Matters and Consent Rights | Check shareholder agreements, investor rights documents, financing documents, or other contracts for veto rights, consent rights, notice requirements, or approval thresholds. |\n| Filings and Ancillary Steps | Check whether filings, good standing certificates, registers, notices, public records updates, share certificates, or post-completion corporate records are required. |\n| Drafting and Record Inconsistencies | Flag inconsistent entity names, officer or director names, dates, document titles, approval thresholds, defined terms, numbering, cross-references, and conflicts between records. |\n\nFor each issue, cite the relevant corporate record or transaction document in the **Records Checked** column. In the **Finding** column, state what the records show and whether they support the proposed action. In the **Recommended Action** column, provide a specific cure, confirmation, document request, approval step, or drafting correction.\n\nIf no material approval issues are found, include a row stating that no material approval issue was identified based on the records provided, and separately identify any records that were not provided or assumptions that remain open.\n\nKeep the response focused on approval, authority, capacity, signing authority, and record consistency. Do not provide a broad commercial contract review unless the user asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-cp-checklist", "metadata": { "title": "Draft CP Checklist", "description": "Review the uploaded credit agreement or financing document and generate a comprehensive Conditions Precedent (CP) checklist.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Draft Conditions Precedent Checklist\n\nReview the uploaded credit agreement or financing document and generate a comprehensive Conditions Precedent (CP) checklist.\n\nYou MUST use the generate_docx tool to produce the checklist as a downloadable Word document. You MUST pass landscape: true to the generate_docx tool — the document must be in landscape orientation. Do not display the checklist inline — generate the .docx file and provide the download link.\n\nStructure the document as follows:\n- For each category of conditions (e.g. Corporate, Financial, Legal, Security), add a section with a heading\n- Under each category heading, include a table with exactly these four columns in this order:\n 1. Index — sequential number within the category (1, 2, 3…)\n 2. Clause Number — the clause or schedule reference from the agreement\n 3. Clause — a concise description of the condition precedent\n 4. Status — leave blank (empty string) for the user to fill in\n\nUse the table field in the section object (not content) for each category's rows.\n\n## Result Table Format\n\nThe document contains one section per category, each with a table in this format:\n\n### Corporate\n\n| Index | Clause Number | Clause | Status |\n| --- | --- | --- | --- |\n| 1 | Cl. 4.1(a)(i) | Certificate of incorporation and constitutional documents of the borrower |   |\n| 2 | Cl. 4.1(a)(ii) | Board resolution authorising execution of the finance documents and approving the terms of the transaction |   |\n| 3 | Cl. 4.1(a)(iii) | Specimen signatures of all authorised signatories |   |\n\n### Legal\n\n| Index | Clause Number | Clause | Status |\n| --- | --- | --- | --- |\n| 1 | Cl. 4.1(c)(i) | Legal opinion from counsel to the borrower in form and substance satisfactory to the agent |   |\n| 2 | Cl. 4.1(c)(ii) | Legal opinion from counsel to the arrangers as to the laws of the relevant jurisdiction |   |\n\nBefore finalizing, double-check that every table is formatted correctly: each table must have exactly the four columns above in the same order, headers must match exactly (Index, Clause Number, Clause, Status), every row must have the same number of cells as the headers, the Index column must be sequential starting from 1 within each category, and no cells should contain stray markdown, newlines, or placeholder text (use an empty string for Status).", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-credit-agreement-tabular-review", "metadata": { "title": "Credit Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Finance", "jurisdictions": [ "General" ] }, "skill_md": "# Credit Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Lenders", "format": "bulleted_list", "prompt": "Identify all lenders (or the lender syndicate) named in this agreement. For each, state their full legal name and role (e.g. mandated lead arranger, original lender, agent bank)." }, { "index": 1, "name": "Borrowers", "format": "bulleted_list", "prompt": "Identify all borrowers named in this agreement, including their full legal name and jurisdiction of incorporation." }, { "index": 2, "name": "Guarantors", "format": "bulleted_list", "prompt": "Identify all guarantors named in this agreement, including their full legal name and the scope of their guarantee obligation." }, { "index": 3, "name": "Other Parties", "format": "bulleted_list", "prompt": "Identify any other material parties to this agreement (e.g. facility agent, security agent, hedge counterparties, issuing bank). State their name and role." }, { "index": 4, "name": "Date of Agreement", "format": "date", "prompt": "What is the date of this credit agreement?" }, { "index": 5, "name": "Facility", "format": "bulleted_list", "prompt": "List each facility available under this agreement (e.g. Revolving Credit Facility, Term Loan A, Term Loan B, Term Loan C). For each, state the facility type, tranche name, and any key structural features." }, { "index": 6, "name": "Amount", "format": "monetary_amount", "prompt": "What is the total committed amount available under this agreement across all facilities? State the amount, currency, and breakdown by tranche if applicable." }, { "index": 7, "name": "Purpose", "format": "text", "prompt": "What is the stated purpose for which borrowings under this agreement may be used? Identify any restrictions on use of proceeds." }, { "index": 8, "name": "Interest", "format": "text", "prompt": "What interest rate applies to borrowings under this agreement? Identify the applicable rate (e.g. SOFR, EURIBOR, base rate), the margin, any margin ratchet mechanism, and how interest periods are structured." }, { "index": 9, "name": "Commitment Fee", "format": "text", "prompt": "Is there a commitment fee or utilisation fee? If so, state the applicable rate, how it is calculated, and on what basis (e.g. undrawn commitment, average utilisation)." }, { "index": 10, "name": "Repayment Schedule", "format": "text", "prompt": "Summarise the repayment schedule for each facility. Identify whether repayment is by scheduled instalments or bullet repayment, and state the repayment dates and amounts where specified." }, { "index": 11, "name": "Maturity", "format": "date", "prompt": "What is the final maturity date of the facilities under this agreement? If different facilities have different maturities, state each." }, { "index": 12, "name": "Security", "format": "bulleted_list", "prompt": "What security is granted or required to be granted under this agreement? List each class of security (e.g. share pledges, fixed and floating charges, real estate mortgages, account pledges) and the assets or entities over which security is taken." }, { "index": 13, "name": "Guarantees", "format": "bulleted_list", "prompt": "What guarantee obligations are given under or in connection with this agreement? Identify the guarantors, the scope of the guarantee, and any limitations (e.g. up-stream guarantee limitations, guarantor coverage test)." }, { "index": 14, "name": "Financial Covenants", "format": "bulleted_list", "prompt": "What financial covenants are included in this agreement? For each covenant identify the metric (e.g. leverage ratio, interest cover, cashflow cover), the applicable test, the testing frequency, and any equity cure rights." }, { "index": 15, "name": "Events of Default", "format": "bulleted_list", "prompt": "List the events of default under this agreement. For each, note any grace periods, materiality thresholds, or cross-default provisions." }, { "index": 16, "name": "Assignment", "format": "text", "prompt": "What restrictions or permissions apply to assignment or transfer of rights under this agreement? Identify restrictions on lender transfers (e.g. white/blacklists, borrower consent) and on borrower assignment." }, { "index": 17, "name": "Change of Control", "format": "text", "prompt": "Is there a change of control provision? If so, what constitutes a change of control, what obligations does it trigger (e.g. mandatory prepayment, cancellation, lender consent), and is there any cure period?" }, { "index": 18, "name": "Prepayment Fee", "format": "text", "prompt": "Are there any prepayment fees, make-whole premiums, or soft-call protections? If so, state the applicable fee, the period during which it applies, and any exceptions (e.g. prepayment from insurance proceeds or asset disposal)." }, { "index": 19, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this agreement? State the jurisdiction and any specific legal system referenced." }, { "index": 20, "name": "Dispute Resolution", "format": "text", "prompt": "How are disputes resolved under this agreement? Identify whether disputes go to litigation or arbitration, the chosen forum or seat, and any submission to jurisdiction provisions." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-credit-summary", "metadata": { "title": "Credit Agreement Review", "description": "Review the uploaded credit agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Finance", "jurisdictions": [ "General" ] }, "skill_md": "# Credit Agreement Review\n\n## Instructions\n\nReview the uploaded credit agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — covenant headroom is tight\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause or schedule references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Financial Covenants | High — Clause [x] sets the leverage covenant at [x]x with quarterly testing and no equity cure right. The borrower-specific checklist point indicates limited headroom and no remedy for a technical breach. | For the borrower, widen the covenant threshold, add an equity cure right, and reduce testing frequency to semi-annual. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the facility amount. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, amounts, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Borrower or Lender).\n\n| Issue | General | Borrower | Lender |\n| --- | --- | --- | --- |\n| Parties | Identify all lenders, borrowers, guarantors, agents, and other finance parties with full legal names, roles, and jurisdictions. Flag missing or incorrect entities, unclear agent roles, missing authority confirmations, or transfer mechanics that could result in unknown lenders. | | |\n| Guarantors | Identify guarantors, guarantee scope, limits, and coverage requirements. | Flag uncapped guarantees, missing limits, or upstream guarantee concerns exposing the borrower group. | Flag weak guarantor coverage, missing entities, or guarantees not covering the full facility. |\n| Other Parties | Identify facility agent, security agent, arrangers, issuing banks, and other material parties. | Flag unclear agent roles or mechanics creating additional obligations on the borrower. | Flag inconsistent secured party mechanics or missing parties affecting security validity. |\n| Date of Agreement | State signing date, effective date, and conditions to effectiveness. Flag inconsistent or unclear dates or effectiveness conditions. | | |\n| Facilities | List each facility, type, tranche, availability, and key structural features. | Flag excessive lender discretion, unclear facility purpose, or mismatched terms restricting drawdown. | Flag unclear facility structure or purpose creating enforcement ambiguity. |\n| Amount | State total commitments, currencies, tranche amounts, and accordion or incremental facilities. | Flag unclear currency exposure, uncapped accordion provisions without borrower consent, or inconsistent commitment figures. | Flag uncapped increase mechanics or dilutive accordion provisions not agreed at signing. |\n| Purpose | Summarize permitted use of proceeds and restrictions. | Flag vague purpose wording restricting flexibility or creating sanctions risk. | Flag broad purpose language permitting restricted payment leakage or unapproved use of proceeds. |\n| Interest | Identify reference rate, margin, floors, fallback rates, interest periods, and default interest. | Flag high margins, aggressive floors, benchmark fallback gaps, or high default interest. | Flag unclear fallback rate mechanics or interest calculation ambiguities. |\n| Commitment Fee | State commitment, utilisation, ticking, arrangement, agency, and other fees. | Flag hidden fees, fees payable after cancellation, or unclear calculation basis. | Flag missing fee provisions or fee timing delaying recovery. |\n| Repayment Schedule | Summarize amortisation, scheduled repayments, bullet payments, and cash sweep. | Flag aggressive amortisation, unclear prepayment application, or cash sweep uncertainty. | Flag bullet repayments without adequate covenant or security protection. |\n| Maturity | State final maturity date and any extension options. | Flag short maturity, lender-only extension discretion, or mismatch with the business plan. | Flag unclear extension conditions or borrower-controlled extension mechanics. |\n| Security | Identify security package, assets, entities, perfection steps, and post-closing obligations. | Flag all-asset security beyond deal scope, onerous post-closing steps, or missing release mechanics on disposal. | Flag gaps in the security package, missing perfection steps, or inadequate post-closing obligations. |\n| Guarantees | Summarize guarantee obligations, guarantors, limitations, and release triggers. | Flag broad all-monies language, unlimited guarantees, or no release mechanics after repayment or disposal. | Flag guarantee gaps, weak limitations, or no coverage test requirements. |\n| Financial Covenants | Identify covenant metrics, thresholds, testing frequency, cure rights, and reporting. | Flag tight headroom, frequent testing, no equity cure, or ambiguous EBITDA adjustments. | Flag loose covenant thresholds or wide EBITDA adjustments obscuring true financial performance. |\n| Events of Default | Summarize default triggers, grace periods, materiality thresholds, cross-default, and MAE. | Flag low materiality thresholds, no cure periods, broad cross-default, or subjective MAE defaults. | Flag weak default triggers, long cure periods, or materiality thresholds delaying enforcement. |\n| Assignment | Summarize lender transfer rights, borrower consent mechanics, and disqualified institutions. | Flag free transfers to competitors, distressed investors, or lenders on a borrower blacklist. | Flag consent mechanics giving the borrower excessive veto over lender transfers. |\n| Change of Control | Identify triggers and resulting prepayment, cancellation, or default consequences. | Flag broad triggers, no cure period, or definitions catching ordinary-course ownership changes. | Flag narrow change of control definitions missing material ownership shifts. |\n| Prepayment Fee | Identify make-whole, soft-call, premium periods, and exceptions. | Flag excessive fees, long premium periods, or unclear exceptions for mandatory prepayments. | Flag exceptions allowing free prepayment during premium periods. |\n| Governing Law and Dispute Resolution | State governing law, jurisdiction, forum, and service of process. Flag unclear or ambiguous governing law, jurisdiction, or service mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-draft-from-template", "metadata": { "title": "Draft from Template", "description": "Use an uploaded template to draft a new document tailored to the user instructions and source materials.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Draft from Template\n\n## Instructions\n\nUse the uploaded template as the drafting structure for a new document. Treat the template as the primary source for document style, section order, clause structure, defined-term conventions, placeholders, and formatting cues.\n\nBefore drafting, identify whether the user has provided enough instructions and source information to complete the draft. If key information is missing, ask concise follow-up questions instead of inventing facts.\n\nWhen drafting:\n\n- Preserve the template structure unless the user asks for changes.\n- Replace placeholders, bracketed fields, blanks, and example text with the user-provided facts where available.\n- Keep definitions, cross-references, numbering, party names, dates, schedules, and exhibits internally consistent.\n- Do not remove protective clauses, boilerplate, signatures, schedules, or annexes unless the user asks you to do so.\n- If the user provides supporting documents, use them only for facts and context that are relevant to completing the template.\n- Flag any assumptions, missing inputs, unresolved placeholders, or provisions that require legal or commercial confirmation.\n\nIf the user asks for a downloadable draft, use the document generation tools available to produce the drafted document. Otherwise, provide the drafted text or the most relevant sections inline, matching the template as closely as possible.\n\nDo not invent parties, dates, amounts, governing law, notice details, commercial terms, or factual background. If information is unavailable, leave a clear placeholder and list it in an **Open Points** section.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-draft-issues-list", "metadata": { "title": "Draft Issues List", "description": "Review the uploaded agreement and draft a comprehensive issues list from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Draft Issues List\n\n## Instructions\n\nReview the uploaded agreement and draft a comprehensive issues list from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before drafting the issues list.\n\nAn issues list identifies open, unresolved, or contentious points in the current draft that require negotiation or resolution before signing. Focus on points that are material to the represented party's commercial and legal position.\n\nOnce the represented party is clear, use the generate_docx tool to produce the issues list as a downloadable Word document. Do not display the issues list inline — generate the .docx file and provide the download link.\n\nThe Word document must contain exactly one result table. List each open issue in order from highest to lowest priority and add a final row called **Overall Negotiation Position**. The result table must have exactly these columns:\n\n- Issue\n- Current Position\n- Proposed Change\n\nUse these priority ratings at the start of the **Current Position** column: Critical means a blocking issue that must be resolved before signing; High means a material point requiring negotiation; Medium means a negotiation concern but manageable; Low means a minor point for consideration only. Include relevant clause references in the **Current Position** column. The **Proposed Change** column must state the specific amendment or position the represented party should seek, drafted from that party's perspective. Keep the response concise and focused on actionable negotiation points.\n\n## Result Table Format\n\nThe Word document must use this result table structure. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Current Position | Proposed Change |\n| --- | --- | --- |\n| Liability Cap | High — Clause [x] contains no monetary cap on the represented party's total liability under the agreement. | Add a liability cap equal to [amount] or a multiple of fees paid, with carve-outs limited to fraud and wilful misconduct. |\n| Governing Law | Medium — Clause [x] specifies [jurisdiction] law, which is inconvenient for the represented party's operations and legal advisers. | Change governing law to [preferred jurisdiction] and amend the dispute resolution clause accordingly. |\n\nUse the table field in the document section object, not prose content, for the issues list rows.\n\nBefore finalizing, double-check that the table is formatted correctly: it must have exactly the three columns above in the same order, headers must match exactly (Issue, Current Position, Proposed Change), every row must have the same number of cells as the headers, issues must be ordered from highest to lowest priority, and no cells should contain stray markdown, newlines, or placeholder text unless the source document requires a placeholder.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-ediscovery-tabular-review", "metadata": { "title": "E-Discovery Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Litigation", "jurisdictions": [ "General" ] }, "skill_md": "# E-Discovery Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Date", "format": "date", "prompt": "What is the date of this document? For emails or correspondence, use the date sent. For other documents, use the date of creation, signature, or the most prominent date shown." }, { "index": 1, "name": "Type of Document", "format": "text", "prompt": "What type of document is this? (e.g. email, memorandum, letter, contract, report, meeting minutes, text message, invoice, presentation). Be specific." }, { "index": 2, "name": "Sender", "format": "text", "prompt": "Who is the sender or author of this document? State their full name, title, and organisation where identifiable." }, { "index": 3, "name": "Recipient(s)", "format": "bulleted_list", "prompt": "Who are the recipients of this document? List all To, CC, and BCC recipients where identifiable. State their full name, title, and organisation for each. Note whether they appear in To, CC, or BCC fields." }, { "index": 4, "name": "Summary", "format": "text", "prompt": "Provide a concise factual summary of the content of this document in 2–4 sentences. Focus on the key subject matter, any decisions made, actions requested, or information conveyed. Do not include legal conclusions." }, { "index": 5, "name": "Persons Mentioned", "format": "bulleted_list", "prompt": "List all individuals mentioned in this document (other than the sender and recipients already identified). For each person, state their name and, if discernible, their role or organisation." }, { "index": 6, "name": "Privileged?", "format": "yes_no", "prompt": "Does this document appear to be legally privileged? Answer Yes if it appears to be a communication between a lawyer and client made for the dominant purpose of obtaining or giving legal advice, or created for the dominant purpose of litigation. Answer No otherwise. If uncertain, note the basis for uncertainty." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-employment-agreement-review", "metadata": { "title": "Employment Agreement Review", "description": "Review the uploaded employment agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Employment", "jurisdictions": [ "General" ] }, "skill_md": "# Employment Agreement Review\n\n## Instructions\n\nReview the uploaded employment agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - restrictive covenant scope is excessive\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Restrictive Covenants | High - Clause [x] imposes a long non-compete with broad geographic scope. The general covenant position and the employee-specific checklist point indicate enforceability and mobility risk for the employee. | For the employee, reduce the duration, territory, and restricted activities to what is necessary for legitimate business protection. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Employer or Employee).\n\n| Issue | General | Employer | Employee |\n| --- | --- | --- | --- |\n| Parties and Role | Identify employer and employee with correct legal names. Confirm job title, reporting line, work location, and employment type. Flag incorrect entities, unclear role scope, or terms creating unintended employment relationships. | | |\n| Start Date and Term | State commencement date, probation period, fixed term, renewal mechanics, and conditions precedent. | Flag unclear commencement mechanics or terms that limit employer flexibility during the probation period. | Flag long probation periods, unclear renewal mechanics, or employer-only extension rights. |\n| Duties | Summarize duties, working hours, exclusivity, travel requirements, and flexibility clauses. | Flag overly narrow duties that restrict operational flexibility or the employer's ability to change the role. | Flag open-ended duties, excessive hours, broad travel requirements, or unilateral employer change rights. |\n| Compensation | Identify salary, payment frequency, reviews, bonus, commission, allowances, and discretion. | Flag discretionary compensation arrangements that may create enforceable entitlement expectations. | Flag fully discretionary compensation, unclear bonus criteria, or missing payment timing. |\n| Benefits | Summarize pension, insurance, leave, expenses, equity incentives, and employer discretion. | Flag benefit commitments that may be difficult to modify or withdraw without breach. | Flag benefits that can be withdrawn without notice or that conflict with the offer letter. |\n| Holiday and Leave | State annual leave, sickness absence, statutory leave, notice requirements, and carry-over rules. | Flag carry-over obligations or leave accrual that creates significant financial liability. | Flag entitlements below statutory minimums, unclear carry-over rules, or inadequate sick pay. |\n| Policies and Handbook | Identify incorporated policies, contractual status, and amendment rights. | Flag policies incorporated as contractual that cannot be changed unilaterally without employee consent. | Flag policies incorporated as contractual while the employer retains unilateral amendment rights. |\n| Confidentiality | Summarize confidentiality obligations during and after employment. | Flag confidentiality obligations too narrow to protect business-critical information. | Flag overbroad confidential information definitions or indefinite restrictions beyond legitimate business interests. |\n| Intellectual Property | Identify ownership, assignment, inventions, works, moral rights waivers, and assistance obligations. | Flag gaps in IP assignment covering inventions or works made during employment or using company resources. | Flag assignment of unrelated personal inventions, works outside employment scope, or unpaid post-employment assistance obligations. |\n| Data Protection and Monitoring | Summarize monitoring, privacy, processing, and consent provisions. | Flag monitoring arrangements that may expose the employer to data protection liability. | Flag intrusive monitoring, blanket consent provisions, or missing privacy notice references. |\n| Conflicts and Outside Activities | Identify restrictions on outside work, directorships, investments, conflicts, and disclosure duties. | Flag insufficient restrictions on outside activities or conflicts that could harm business interests. | Flag broad bans on passive investments, restrictions on unrelated outside work, or disclosure obligations for non-conflicting activities. |\n| Termination | State notice periods, payment in lieu, garden leave, summary dismissal, severance, and survival terms. | Flag notice periods or severance obligations that unduly limit employer termination flexibility. | Flag one-sided notice rights, broad summary dismissal triggers, or unclear payment in lieu treatment. |\n| Restrictive Covenants | Summarize non-compete, non-solicit, non-dealing, non-poach, and confidentiality covenants. | Flag covenants too narrow in scope, too short in duration, or likely to be unenforceable. | Flag excessive duration, broad geographic scope, wide covered customers, or covenants that may be unenforceable restraints. |\n| Return of Property | Identify obligations to return devices, documents, data, confidential information, and property. | Flag unclear scope of return obligations or no mechanism to enforce retrieval of business property. | Flag no carve-out for personal materials or obligations that require returning statutory record retention copies. |\n| Governing Law and Dispute Resolution | State governing law, courts, tribunal forum, arbitration, and mandatory procedures. Flag unfamiliar law, unclear mandatory procedures, or arbitration clauses that may limit statutory rights. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-employment-agreement-tabular-review", "metadata": { "title": "Employment Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Employment", "jurisdictions": [ "General" ] }, "skill_md": "# Employment Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Employer", "format": "text", "prompt": "Who is the employer under this agreement? State the full legal name and jurisdiction of incorporation or establishment." }, { "index": 1, "name": "Employee", "format": "text", "prompt": "Who is the employee under this agreement? State their full name and, if provided, their address or location." }, { "index": 2, "name": "Date", "format": "date", "prompt": "What is the date of this employment agreement? If a commencement date or start date differs from the signing date, state both." }, { "index": 3, "name": "Title", "format": "text", "prompt": "What is the employee's job title or position as stated in this agreement? If a reporting line is specified, include it." }, { "index": 4, "name": "Compensation", "format": "text", "prompt": "What is the employee's compensation under this agreement? State the base salary or wage, the currency, and the payment frequency (e.g. monthly, bi-weekly). Include any guaranteed bonus, commission, or other fixed remuneration elements." }, { "index": 5, "name": "Full Time / Part Time", "format": "tag", "tags": [ "Full Time", "Part Time" ], "prompt": "Is this a full-time or part-time position? If part-time, state the number of days or hours per week where specified." }, { "index": 6, "name": "Independent Contractor?", "format": "yes_no", "prompt": "Does the agreement characterise the worker as an independent contractor rather than an employee? Answer Yes if the agreement uses contractor, consultant, or self-employed language. Note any provisions that address the nature of the relationship." }, { "index": 7, "name": "Benefits", "format": "bulleted_list", "prompt": "What benefits are the employee entitled to under this agreement? List each benefit (e.g. health insurance, pension/retirement contributions, life assurance, car allowance, share options, expense reimbursement). Note any eligibility conditions or limits." }, { "index": 8, "name": "Notice Period (Employer to Employee)", "format": "text", "prompt": "What notice must the employer give to terminate the employee's employment (other than for cause)? State the notice period and any provisions for payment in lieu of notice." }, { "index": 9, "name": "Notice Period (Employee to Employer)", "format": "text", "prompt": "What notice must the employee give to resign? State the notice period and any provisions for payment in lieu of notice or garden leave." }, { "index": 10, "name": "Overtime", "format": "text", "prompt": "What provisions apply to overtime? Is the employee eligible for overtime pay, and if so at what rate? Or does the agreement state that the salary is inclusive of any overtime? Note any opt-out of statutory working time limits." }, { "index": 11, "name": "Working Hours", "format": "text", "prompt": "What working hours are specified in this agreement? State the normal hours of work, any flexibility provisions, and whether the employee is expected to work additional hours as required." }, { "index": 12, "name": "Variation", "format": "text", "prompt": "What provisions govern variation of the terms of this agreement? Can the employer unilaterally vary terms, or is the employee's consent required? Note any specific terms that are stated to be variable without consent." }, { "index": 13, "name": "Intellectual Property Assignment", "format": "text", "prompt": "What intellectual property assignment provisions are included? Does the employee assign to the employer all IP created in the course of employment? Are there any carve-outs for pre-existing IP or inventions created outside working hours? Note any moral rights waiver." }, { "index": 14, "name": "Grounds for Termination", "format": "bulleted_list", "prompt": "What grounds for summary dismissal or termination for cause are set out in the agreement? List each ground (e.g. gross misconduct, breach of confidentiality, insolvency, criminal conviction). Note whether summary dismissal is without notice or payment in lieu." }, { "index": 15, "name": "Annual Leave Entitlement", "format": "text", "prompt": "What is the employee's annual leave entitlement? State the number of days (or weeks) per year, whether this is inclusive of or in addition to public holidays, and any provisions for accrual, carry-over, or payment of untaken leave on termination." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-extract-key-terms", "metadata": { "title": "Extract Key Terms", "description": "Extract the key legal, commercial, and operational terms from the uploaded documents.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Extract Key Terms\n\n## Instructions\n\nExtract the key legal, commercial, and operational terms from the uploaded documents. Present the result as a concise Markdown table.\n\nThe table must have exactly these columns:\n\n- Term\n- Value\n- Location\n- Notes\n\nExtract the terms that are most useful for legal review, including where available:\n\n- Parties and roles\n- Document date and effective date\n- Term, expiry, renewal, and extension rights\n- Scope of work, services, deliverables, or subject matter\n- Fees, pricing, payment terms, interest, penalties, and currency\n- Conditions precedent, approvals, consents, and notices\n- Representations, warranties, covenants, and restrictions\n- Confidentiality, IP ownership, data protection, and use rights\n- Assignment, transfer, change of control, and subcontracting\n- Termination rights, suspension rights, cure periods, and consequences\n- Liability caps, indemnities, exclusions, insurance, and remedies\n- Governing law, jurisdiction, dispute resolution, and service of process\n\nUse the **Location** column for the best available clause, section, schedule, page, or paragraph reference. If a location is unclear, describe it as specifically as possible. Use the **Notes** column to explain ambiguity, missing information, conflicts between documents, or why a term may matter.\n\nIf a key term is not found, do not include a speculative value. Instead, include a row only where the absence itself is material, with \"Not stated\" in the **Value** column. Do not invent facts, citations, clauses, parties, dates, amounts, or obligations.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-guarantee-agreement-review", "metadata": { "title": "Guarantee Agreement Review", "description": "Review the uploaded guarantee, guaranty, or guarantee-and-indemnity agreement and produce a comprehensive table-based legal review from the perspective of the party represented...", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Finance", "jurisdictions": [ "General" ] }, "skill_md": "# Guarantee Agreement Review\n\n## Instructions\n\nReview the uploaded guarantee, guaranty, or guarantee-and-indemnity agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - guarantee is uncapped\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Cap and Limits | High - Clause [x] does not include a monetary cap or time limit. The general exposure point and the guarantor-specific checklist point indicate uncapped liability risk for the guarantor. | For the guarantor, add a monetary cap, currency limit, time limit, and exclusions for obligations outside the agreed transaction. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Guarantor or Guarantee Holder).\n\n| Issue | General | Guarantor | Guarantee Holder |\n| --- | --- | --- | --- |\n| Parties | Identify all parties with full legal names and roles, including guarantor, principal obligor, agent, and security trustee. Flag incorrect entities, missing capacity details, or unclear party or agent structure. | | |\n| Guaranteed Obligations | Summarize payment, performance, indemnity, costs, interest, fees, future advances, and all-monies coverage. | Flag broad all-monies coverage, obligations beyond the intended transaction, or future advances not agreed at outset. | Flag gaps in guaranteed obligations or exclusions of fees, interest, or enforcement costs. |\n| Nature of Liability | State whether liability is primary, secondary, joint and several, continuing, independent, on-demand, or principal debtor liability. | Flag primary, on-demand, or principal debtor liability where only secondary guarantee risk was intended. | Flag secondary-only liability or absence of principal debtor language that weakens enforcement. |\n| Guarantee vs Indemnity | Identify any separate indemnity or principal debtor language and explain practical effect. | Flag separate indemnity language that expands exposure beyond the underlying obligation or bypasses guarantor defences. | Flag absence of indemnity or principal debtor language that could allow defences to defeat enforcement. |\n| Cap and Limits | State monetary cap, currency, interest cap, time limit, excluded obligations, and other limits. | Flag uncapped exposure, unclear currency, or no temporal limit on guaranteed obligations. | Flag caps too low to cover the full facility, or caps that exclude interest, fees, and enforcement costs. |\n| Continuing Security | Summarize future, contingent, amended, refinanced, reinstated, or continuing obligations. | Flag coverage of unknown future obligations or amendments to the underlying facility without guarantor consent. | Flag gaps in continuing security coverage or restrictions on amendments that limit lender flexibility. |\n| Demand Mechanics | Explain demand triggers, notice, payment timing, evidence, and conclusiveness. | Flag immediate payment without adequate evidence, conclusive certificates, or no notice period before demand. | Flag demand mechanics too cumbersome or conditions that allow the guarantor to delay payment. |\n| Defences and Waivers | Identify waivers of suretyship defences, diligence, presentment, set-off, marshalling, subrogation, contribution, and notice. | Flag broad waivers of fundamental defences, excessive restriction of set-off, or waiver of subrogation rights. | Flag incomplete waiver of suretyship defences that could allow the guarantor to avoid payment. |\n| Variations and Releases | Summarize effect of amendments, waivers, releases, insolvency events, or underlying document changes. | Flag guarantee surviving material changes to the underlying facility without guarantor consent. | Flag restrictions on amendments or waivers requiring guarantor consent that limit lender flexibility. |\n| Reinstatement | Identify clawback, preference, invalid payment, or reinstatement provisions. | Flag indefinite reinstatement obligations or reinstatement beyond reasonable insolvency clawback risk. | Flag absence of reinstatement provisions that could leave the guarantee holder exposed after a clawback. |\n| Subordination | Summarize restrictions on guarantor claims, subrogation, contribution, or proof in insolvency. | Flag indefinite blockage of guarantor recovery or subrogation rights after the guarantee holder is paid in full. | Flag absence of subordination provisions that could allow the guarantor to compete with the guarantee holder in insolvency. |\n| Representations and Covenants | Identify capacity, authority, solvency, consents, sanctions, and compliance covenants. | Flag repeating representations, broad compliance obligations, or solvency statements that may be difficult to give. | Flag weak representations or covenants that do not adequately confirm guarantor capacity and authority. |\n| Termination and Release | State how the guarantee may be terminated, released, discharged, or reduced. | Flag no release mechanism after repayment or facility termination, or unclear discharge conditions. | Flag release mechanics too easy to trigger or that do not require full repayment and discharge. |\n| Costs, Expenses, and Taxes | Summarize reimbursement, gross-up, tax indemnities, and enforcement costs. | Flag unlimited costs, gross-up for avoidable taxes, or broad indemnities beyond reasonable enforcement costs. | Flag cost recovery gaps that leave enforcement costs unrecoverable from the guarantor. |\n| Assignment and Transfer | Identify whether the guarantee holder may assign or transfer benefit and whether guarantor consent is required. | Flag free transfer of benefit to unknown creditors, distressed debt purchasers, or competitors without consent. | Flag consent mechanics that give the guarantor excessive control over assignment of the guarantee benefit. |\n| Governing Law and Dispute Resolution | State governing law, jurisdiction, arbitration, service of process, and immunity waiver provisions. Flag unfamiliar law, inconvenient forum, broad immunity waiver, unclear service mechanics, or inadequate interim relief provisions. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-lpa-tabular-review", "metadata": { "title": "Limited Partnership Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Private Equity", "jurisdictions": [ "General" ] }, "skill_md": "# Limited Partnership Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "General Partner", "format": "text", "prompt": "Identify the General Partner(s) of the fund. State the full legal name, jurisdiction of establishment, and any affiliated management entity (e.g. the fund manager or investment adviser) named in the agreement." }, { "index": 1, "name": "Fund Name & Jurisdiction", "format": "text", "prompt": "What is the full name of the fund and in which jurisdiction is the limited partnership established or registered?" }, { "index": 2, "name": "Total Committed Capital", "format": "monetary_amount", "prompt": "What is the total committed capital of the fund? State the target size, any hard cap, the currency, and the closing date or dates if specified." }, { "index": 3, "name": "Capital Calls & Drawdowns", "format": "text", "prompt": "How and when may the GP call capital from LPs? State the notice period for capital calls, the mechanics for issuing a call notice, any limit on the frequency or size of calls, and whether undrawn commitments can be recalled after repayment." }, { "index": 4, "name": "Penalties for Failure to Fund", "format": "text", "prompt": "What are the consequences if an LP fails to fund a capital call? Describe any penalties (e.g. interest on the shortfall, dilution of interest, forced transfer at a discount, loss of voting or distribution rights, exclusion from future investments). Are there any cure periods before penalties apply?" }, { "index": 5, "name": "Investment Scope & Restrictions", "format": "text", "prompt": "What is the fund's stated investment strategy, scope, and any restrictions? Include permitted sectors, geographies, investment stages, instrument types, and any concentration limits (e.g. maximum % of committed capital per single investment). Note how much discretion the GP has to deviate from the stated strategy." }, { "index": 6, "name": "Fund Term", "format": "text", "prompt": "What is the term of the fund? State the initial term (e.g. 10 years from final closing), any permitted extension periods (e.g. 2 × 1-year extensions), who has the right to approve extensions (GP alone or with LP/LPAC consent), and any early termination mechanics." }, { "index": 7, "name": "Management Fee", "format": "text", "prompt": "What management fee is payable to the GP or manager? State the fee rate, the basis on which it is calculated (e.g. committed capital during the investment period, then invested or net asset value thereafter), any step-downs over the fund life, and the payment frequency." }, { "index": 8, "name": "Carried Interest", "format": "text", "prompt": "What carried interest (carry) is payable to the GP? State the carry percentage, the structure (European/fund-level waterfall vs American/deal-by-deal), and identify each step of the distribution waterfall in sequence (e.g. return of capital, preferred return, GP catch-up, then profit split)." }, { "index": 9, "name": "Preferred Return (Hurdle Rate)", "format": "percentage", "prompt": "Is there a preferred return or hurdle rate that LPs must receive before the GP earns carry? State the rate, whether it is compounded (and on what basis), and how it is calculated (e.g. on invested capital, on contributed capital). If there is no preferred return, state this explicitly." }, { "index": 10, "name": "GP Catch-Up", "format": "text", "prompt": "Is there a GP catch-up mechanism after the preferred return is met? If so, describe how it operates: what percentage of distributions go to the GP during the catch-up, and what economic result the catch-up is designed to achieve (e.g. the GP receives 20% of all profits to date)." }, { "index": 11, "name": "Clawback", "format": "text", "prompt": "Is there a clawback obligation on the GP if it receives excess carry? State whether the clawback is calculated at fund level or individual partner level, when it is triggered, any cap or limit on the clawback obligation, and whether there is any escrow or security arrangement to support the GP's clawback obligation." }, { "index": 12, "name": "Fees & Expenses (Beyond Management Fee)", "format": "bulleted_list", "prompt": "What fees and expenses are charged to the fund or LPs beyond the management fee? List each category (e.g. transaction fees, monitoring fees, broken deal costs, formation expenses, legal fees, fund administration costs, organisational expenses). For each, state who bears the cost and whether any amounts are offset against the management fee." }, { "index": 13, "name": "Distributions", "format": "text", "prompt": "How and when are distributions made to LPs? Describe the timing of distributions (e.g. upon realisation of investments or at the GP's discretion), whether the GP can reinvest proceeds within the investment period, and whether distributions may be made in-kind (i.e. as securities rather than cash)." }, { "index": 14, "name": "Key Person Clause", "format": "text", "prompt": "Is there a key person clause? Identify the designated key persons. What triggers the key person event (e.g. departure, incapacity, reduced time commitment below a threshold)? What are the consequences (e.g. suspension of the investment period)? Do LPs have any right to terminate or vote on continuation following a key person event?" }, { "index": 15, "name": "Removal of the GP", "format": "text", "prompt": "Under what circumstances can the GP be removed? Distinguish between removal for cause (e.g. fraud, gross negligence, wilful misconduct — state the LP voting threshold required) and removal without cause (state the LP voting threshold and any associated consequences such as carried interest treatment on removal)." }, { "index": 16, "name": "Advisory Committee (LPAC)", "format": "text", "prompt": "Is there an LP Advisory Committee (LPAC) or similar governance body? If so, describe its composition, how members are selected, its key powers and responsibilities (e.g. approving conflicts of interest, valuations, extensions, related-party transactions), and whether its approval is binding or merely advisory." }, { "index": 17, "name": "Transfer Restrictions", "format": "text", "prompt": "What restrictions apply to an LP transferring or assigning its interest in the fund? Is GP consent required? Are there any permitted transfer exceptions (e.g. to affiliates)? Are secondary market sales permitted and, if so, subject to what conditions or rights of first refusal?" }, { "index": 18, "name": "Conflicts of Interest", "format": "text", "prompt": "How does the agreement address conflicts of interest? Describe the deal allocation policy across funds, any co-investment rights granted to LPs, restrictions on related-party transactions, and the role of the LPAC in reviewing or approving conflicts. Note any specific conflict scenarios expressly contemplated." }, { "index": 19, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this agreement and which courts or arbitral tribunals have jurisdiction over disputes?" } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-nda-review", "metadata": { "title": "NDA Review", "description": "Review the uploaded non-disclosure agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# NDA Review\n\n## Instructions\n\nReview the uploaded non-disclosure agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - confidential information definition is too narrow\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Definition of Confidential Information | Medium - Clause [x] covers broad categories of information but does not clearly address oral disclosures. The general definition point and the disclosing-party checklist point indicate a protection gap. | For the disclosing party, add oral and visual disclosures and require written confirmation within a defined period. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Disclosing Party or Receiving Party).\n\n| Issue | General | Disclosing Party | Receiving Party |\n| --- | --- | --- | --- |\n| Parties | Identify each party and their role. Confirm whether the NDA is mutual or one-way and that obligations are correctly allocated. Flag missing affiliates, mismatched roles, or obligations inconsistent with the agreed structure. | | |\n| Purpose | Summarize the permitted purpose for which confidential information may be used. | Flag overly broad purpose language that permits use beyond the intended transaction. | Flag unclear or narrow purpose that prevents legitimate use of information in connection with the transaction. |\n| Definition of Confidential Information | Explain what information is protected, including oral, visual, derived, or pre-existing information. | Flag definitions too narrow to protect all disclosed information, or no protection for oral or unmarked information. | Flag definitions overbroad, capturing publicly available information or information not actually sensitive. |\n| Exclusions | Identify standard exclusions such as public domain, independently developed, already known, or third-party received information. | Flag missing standard exclusions that would allow the receiving party to escape obligations too easily. | Flag missing standard exclusions (public domain, independently developed, already known) or exclusions that are too difficult to prove. |\n| Disclosure Obligations | Summarize confidentiality obligations, standard of care, and use or disclosure restrictions. | Flag standards of care too weak to adequately protect the information. | Flag strict liability, vague standards, or obligations higher than own-information standards that expose the receiving party disproportionately. |\n| Permitted Recipients | Identify who may receive confidential information, including affiliates, representatives, advisers, financing sources, or investors. | Flag recipient categories too broad, or no requirement for recipients to be bound by equivalent obligations. | Flag missing adviser, affiliate, or financing source access rights needed to evaluate the transaction. |\n| Recipient Liability | State whether the receiving party is responsible for breaches by permitted recipients. | Flag absence of receiving party responsibility for breaches by permitted recipients. | Flag uncapped liability for actions of recipients outside the party's direct control. |\n| Compelled Disclosure | Summarize disclosure required by law, regulation, court order, stock exchange, or governmental authority. | Flag no notice right, no cooperation obligation, or overly broad compelled disclosure permissions. | Flag overly burdensome notice requirements or obligations to resist disclosure beyond what is practicable. |\n| Term | State the agreement term and the duration of confidentiality obligations. | Flag obligations that expire too soon or unclear continuation of obligations after agreement end. | Flag indefinite obligations or unusually long terms for non-trade-secret information. |\n| Return or Destruction | Summarize return, destruction, retention, and archival copy obligations. | Flag no return obligation or inadequate destruction mechanics. | Flag no carve-out for archival, compliance, backup, or legal retention copies. |\n| Residual Knowledge | Identify whether unaided memory or residual knowledge may be used. | Flag broad residual knowledge rights that could undermine confidentiality protections. | Flag absence of a residual knowledge carve-out that prevents legitimate use of unaided memory. |\n| Non-Solicit / Standstill | Identify non-solicitation, non-circumvention, standstill, exclusivity, or similar restrictions. | Flag absence of non-solicitation or standstill protections where commercially expected. | Flag hidden restrictive covenants, long durations, broad covered persons, or restrictions unrelated to confidentiality. |\n| No Warranty / No Obligation | Summarize disclaimers about accuracy, completeness, warranties, or obligation to proceed. | Flag missing disclaimers that could create liability for the accuracy or completeness of disclosed information. | Flag disclaimers that conflict with fraud or intentional misrepresentation, or that expressly exclude reliance. |\n| Remedies | Identify injunctive relief, equitable remedies, indemnities, liquidated damages, or enforcement provisions. | Flag absence of injunctive relief or inadequate remedies for breach. | Flag automatic injunction language, broad indemnities, or liquidated damages without adequate safeguards. |\n| Assignment | Summarize restrictions on assignment or transfer. | Flag free assignment rights that could transfer obligations to unknown parties. | Flag restrictions that block legitimate affiliate transfers needed for the deal process. |\n| Governing Law and Dispute Resolution | State governing law, forum, arbitration provisions, and submission to jurisdiction. Flag unfamiliar law, asymmetric process, inconvenient forum, or missing service provisions. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-nda-tabular-review", "metadata": { "title": "NDA Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# NDA Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Direction", "format": "tag", "tags": [ "Mutual", "Unilateral" ], "prompt": "Is this NDA mutual (both parties owe confidentiality obligations to each other) or unilateral (only one party owes confidentiality obligations)? Identify the direction and name the disclosing and receiving party or parties." }, { "index": 1, "name": "Definition of Confidential Information", "format": "text", "prompt": "How is 'Confidential Information' defined in this agreement? Is it broadly or narrowly drafted? Does it require information to be marked as confidential, or is all information shared in connection with the purpose automatically covered? Note any express inclusions or exclusions." }, { "index": 2, "name": "Obligations of Receiving Party", "format": "bulleted_list", "prompt": "What are the key obligations of the receiving party in respect of the confidential information? List each obligation (e.g. keep confidential, not disclose to third parties, use only for the permitted purpose, apply a specific standard of care, restrict access to need-to-know personnel)." }, { "index": 3, "name": "Standard Carveouts Present?", "format": "yes_no", "prompt": "Does the agreement include the standard carveouts to confidentiality obligations? Answer Yes if the agreement excludes information that: (a) is or becomes publicly available without breach; (b) was already known to the receiving party; (c) is independently developed; and (d) is received from a third party without restriction. Note any carveouts that are missing or are drafted differently from the standard formulation." }, { "index": 4, "name": "Permitted Disclosures", "format": "bulleted_list", "prompt": "To whom may the receiving party disclose confidential information? List each category of permitted recipient (e.g. employees, professional advisers, affiliates, financing parties, regulatory authorities). Note whether onward disclosure requires the recipient to be bound by equivalent obligations." }, { "index": 5, "name": "Term and Duration", "format": "text", "prompt": "What is the term of this NDA and how long do the confidentiality obligations last? State the initial term of the agreement and the duration of the confidentiality obligations (noting whether they survive termination and for how long)." }, { "index": 6, "name": "Return and Destruction", "format": "text", "prompt": "What obligations apply on expiry or termination regarding return or destruction of confidential information? Is there a choice between return and destruction? Must destruction be certified? Are there any retention exceptions (e.g. for regulatory purposes, IT backup systems)?" }, { "index": 7, "name": "Remedies", "format": "text", "prompt": "What remedies are available for breach of the confidentiality obligations? Does the agreement acknowledge that damages may be inadequate and that injunctive relief or specific performance is available? Are there any agreed liquidated damages or indemnities for breach?" }, { "index": 8, "name": "Governing Law and Jurisdiction", "format": "text", "prompt": "What governing law applies to this agreement and which courts have jurisdiction? State the chosen law, the forum, and whether jurisdiction is exclusive or non-exclusive." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-proofread", "metadata": { "title": "Proofread", "description": "Review the uploaded document for drafting quality, internal consistency, and mechanical errors.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Proofread\n\n## Instructions\n\nReview the uploaded document for drafting quality, internal consistency, and mechanical errors. Focus on issues that a lawyer or reviewer should correct before the document is circulated, signed, or filed.\n\nProduce a concise Markdown table with exactly these columns:\n\n- Severity\n- Category\n- Location\n- Issue\n- Recommended Fix\n\nUse these severity ratings:\n\n- Critical: an inconsistency or drafting error that may materially change rights, obligations, parties, timing, or enforceability.\n- High: an error likely to create ambiguity, negotiation friction, or implementation risk.\n- Medium: a proofreading or consistency issue that should be fixed but is unlikely to change the main legal effect.\n- Low: a minor typo, grammar, formatting, punctuation, or style issue.\n\nReview the document for these categories:\n\n| Category | What to Check |\n| --- | --- |\n| Definitions | Check that defined terms are used consistently, all capitalized defined terms are defined, definitions are not duplicated or conflicting, definitions are not circular, unused definitions are identified, and defined terms match the operative provisions. |\n| Cross-References | Check that clause, section, schedule, exhibit, annex, and document references exist, point to the correct place, use the correct numbering, and remain accurate after any apparent drafting changes. |\n| Internal Consistency | Check for terms, sections, dates, parties, amounts, thresholds, notice periods, conditions, remedies, or obligations that conflict with each other or create inconsistent outcomes. |\n| Parties and Entity Names | Check that party names, entity suffixes, registration details, capacities, addresses, signatory names, and role labels are consistent throughout the document. |\n| Numbers, Dates, and Calculations | Check monetary amounts, percentages, dates, deadlines, time periods, notice periods, interest rates, formulas, schedules, and words-versus-figures consistency. |\n| Grammar and Typos | Check spelling, grammar, punctuation, missing words, duplicate words, repeated phrases, tense, subject-verb agreement, and obvious typographical errors. |\n| Numbering | Check clause numbering, section numbering, sub-clause hierarchy, schedule numbering, exhibit numbering, table numbering, skipped numbers, duplicate numbers, and numbering sequences. If the document has a table of contents, check that clause numbers, headings, and hierarchy are consistent with the table of contents. |\n| Formatting | Check headings, list formatting, indentation, spacing, fonts, emphasis, table formatting, schedule formatting, and inconsistent styles that may affect readability or references. |\n\nFor each issue, include the best available clause, section, page, schedule, or paragraph reference in the **Location** column. If the location is unclear, describe where the issue appears as specifically as possible.\n\nIn the **Issue** column, explain the problem and why it matters. In the **Recommended Fix** column, provide a specific correction or drafting action. Where useful, include replacement wording, but keep it concise. Do not rewrite the whole document. If no material issues are found, provide a short table row stating that no material proofreading issues were identified and note any review limitations.\n\nBefore finalizing, double-check that definitions, cross-references, numbering, formatting, and internal inconsistencies have each been considered separately. If a table of contents is present, verify that the clause numbers and headings in the document match the table of contents. Keep the response focused on actionable corrections.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-sha-summary", "metadata": { "title": "Shareholder Agreement Review", "description": "Review the uploaded shareholder agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client.", "type": "assistant", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Corporate", "jurisdictions": [ "General" ] }, "skill_md": "# Shareholder Agreement Review\n\n## Instructions\n\nReview the uploaded shareholder agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — drag threshold is too low\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Drag-Along Rights | High — Clause [x] sets the drag threshold at [x]% and does not include a minimum price protection. The minority-specific checklist point indicates the minority can be forced to sell at an unfavorable price. | For the minority, raise the drag threshold, add a minimum price equal to fair market value, and limit warranties to proceeds received. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the share classes. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, share class definitions, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Majority or Minority).\n\n| Issue | General | Majority | Minority |\n| --- | --- | --- | --- |\n| Parties and Shareholdings | Identify each shareholder, role, share class, percentage holding, and fully diluted position. Flag inconsistent cap table information, missing parties, or unclear beneficial ownership. | | |\n| Share Classes and Rights | Summarize voting rights, dividend rights, liquidation preferences, conversion rights, redemption rights, and class consents. | Flag class consents or voting requirements that effectively give minority approval rights over ordinary decisions. | Flag hidden preference rights, disproportionate majority voting rights, or unfavorable class economics. |\n| Board Composition and Governance | Identify board size, appointment rights, observer rights, quorum, chair, and casting vote. | Flag quorum or deadlock provisions giving minority an effective veto over governance. | Flag entrenched majority appointment rights, casting vote held by a majority nominee, or no observer rights for minority. |\n| Reserved Matters | List matters requiring special majority, unanimity, investor consent, or board consent. | Flag reserved matters requiring minority consent that constrain ordinary business decisions. | Flag absence of meaningful minority veto rights or low-dollar thresholds allowing majority to structure around them. |\n| Pre-emption on New Shares | Summarize pre-emption rights, offer process, timing, exclusions, and carve-outs. | Flag mechanics slowing fundraising or requiring minority consent to issue new shares. | Flag broad carve-outs, short exercise periods, or mechanics permitting dilution without proper notice. |\n| Transfer Restrictions | Summarize lock-ups, prohibited transfers, permitted transfers, and consent requirements. | Flag restrictions preventing majority exit or group reorganisation without minority consent. | Flag absence of lock-up on majority transfers or mechanics allowing majority to exit leaving minority trapped. |\n| Right of First Refusal / Pre-emption on Transfer | Identify trigger, process, pricing, matching rights, and exceptions. | Flag long ROFR processes or pricing mechanics delaying majority exit. | Flag unclear matching rights, long processes excluding minority participation, or exceptions removing minority protections. |\n| Drag-Along Rights | Identify drag threshold, sale conditions, minority protections, and power of attorney. | Flag high drag threshold or conditions preventing majority from executing a sale. | Flag low drag threshold, no minimum price protection, forced warranties beyond proceeds received, or broad power of attorney. |\n| Tag-Along Rights | Identify triggering transfers, eligible holders, and sale terms. | Flag broad tag triggers complicating majority exit. | Flag missing or narrow tag rights, or mechanics allowing majority to exclude minority from exit proceeds. |\n| Anti-Dilution Protections | Identify anti-dilution mechanics, carve-outs, and adjustment triggers. | Flag mechanics punishing founders or majority holders on down-rounds. | Flag absence of anti-dilution protection, full ratchet terms, or unclear carve-outs from adjustment. |\n| Dividend Policy | Summarize dividend rights, preferential dividends, restrictions, and discretion. | Flag mandatory dividend obligations impairing business cash flow or restricting majority discretion. | Flag unclear preferential dividend rights or majority discretion over dividends without minority consent. |\n| Exit and Liquidity | Identify IPO, trade sale, redemption, put/call rights, timelines, and liquidation preferences. | Flag forced exit timelines or investor put rights constraining majority exit strategy. | Flag unclear waterfall on exit, exit rights not applying equally, or no minority participation in liquidity events. |\n| Deadlock | Summarize deadlock definition, escalation, expert determination, shoot-out, and liquidation mechanics. | Flag deadlock provisions giving minority disproportionate leverage or effective veto. | Flag shoot-out rights triggered at low thresholds or mechanics structurally favoring majority. |\n| Non-Compete and Non-Solicitation | Identify who is bound, restricted activities, geography, duration, and carve-outs. | Flag restraints binding the majority entity or overly broad scope applied to the majority group. | Flag broad non-competes restricting the minority's ability to operate independently after exit. |\n| Information Rights | Identify reporting, inspection, management accounts, and confidentiality obligations. | Flag extensive information rights giving minority commercially sensitive operational visibility. | Flag absence of reporting or inspection rights, or inadequate confidentiality obligations on recipients. |\n| Related Party Transactions | Identify approval requirements, disclosure duties, and arm's-length standards. | Flag overly strict conflict controls restricting legitimate majority-group transactions. | Flag weak conflict controls, broad permitted related-party dealings, or no arm's-length enforcement. |\n| Governing Law and Dispute Resolution | State governing law, forum, arbitration, escalation, and interim relief rights. Flag unclear or ambiguous forum or dispute mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one.", "columns_config": null }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-shareholder-agreement-tabular-review", "metadata": { "title": "Shareholder Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Corporate", "jurisdictions": [ "General" ] }, "skill_md": "# Shareholder Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Parties", "format": "bulleted_list", "prompt": "Identify all parties to this shareholder agreement. For each, state their full legal name, jurisdiction of incorporation or establishment (if stated), and their role (e.g. company, majority shareholder, minority shareholder, investor, founder, management shareholder)." }, { "index": 1, "name": "Date", "format": "date", "prompt": "What is the date of this shareholder agreement?" }, { "index": 2, "name": "Share Capital & Classes", "format": "bulleted_list", "prompt": "What classes of shares are in issue or contemplated by this agreement? For each class, describe the key rights attaching to it including voting rights, dividend rights, liquidation preference (if any), and any conversion or redemption features." }, { "index": 3, "name": "Shareholdings", "format": "bulleted_list", "prompt": "What are the shareholdings of each party as set out or contemplated in this agreement? For each shareholder, state the number of shares held, the class, and the percentage of total share capital (on a fully diluted basis if stated)." }, { "index": 4, "name": "Board Composition", "format": "text", "prompt": "How is the board of directors constituted under this agreement? State the total number of directors, each shareholder's or class of shareholders' right to appoint or nominate directors (and the threshold shareholding required to maintain that right), and any provisions for a chairman or casting vote." }, { "index": 5, "name": "Reserved Matters", "format": "bulleted_list", "prompt": "What are the reserved matters or veto rights set out in this agreement? List each matter that requires shareholder or director approval beyond an ordinary majority (e.g. special majority, unanimity, or the consent of a specific shareholder). Identify the applicable threshold or whose consent is required for each." }, { "index": 6, "name": "Pre-emption on New Shares", "format": "text", "prompt": "What pre-emption rights apply on the issuance of new shares? Describe who holds pre-emption rights, the procedure for offering new shares to existing shareholders, the timeline for acceptance, and any carve-outs or exceptions (e.g. shares issued under an employee option scheme, permitted issuances)." }, { "index": 7, "name": "Transfer Restrictions", "format": "text", "prompt": "What restrictions apply to the transfer of shares? Identify any lock-up periods (and their duration), which transfers are prohibited outright, and which transfers are permitted without consent (e.g. transfers to affiliates or family trusts). Note any board or shareholder approval requirements for transfers." }, { "index": 8, "name": "Right of First Refusal / Pre-emption on Transfer", "format": "text", "prompt": "Is there a right of first refusal or pre-emption right on a proposed transfer of shares? If so, describe who holds the right, the procedure for triggering and exercising it (including notice periods and pricing mechanics), and any exceptions." }, { "index": 9, "name": "Drag-Along Rights", "format": "text", "prompt": "Are there drag-along rights? If so, identify who holds the drag right (e.g. majority shareholders above a specified threshold), the threshold required to trigger a drag, the obligations imposed on dragged shareholders, any conditions on the drag (e.g. minimum price, independent valuation), and any protections for minority shareholders." }, { "index": 10, "name": "Tag-Along Rights", "format": "text", "prompt": "Are there tag-along rights? If so, identify who holds the tag right, the threshold transfer that triggers the tag, the procedure for exercising the tag (including notice periods), the price and terms on which the tagging shareholder may sell, and any exceptions." }, { "index": 11, "name": "Anti-Dilution Protections", "format": "text", "prompt": "Are there any anti-dilution protections for any class of shareholders? If so, describe the type of protection (e.g. full ratchet, weighted average, broad-based or narrow-based), the trigger events, how the adjusted price or entitlement is calculated, and any exceptions (e.g. permitted issuances excluded from the calculation)." }, { "index": 12, "name": "Dividend Policy", "format": "text", "prompt": "What dividend provisions are set out in this agreement? Describe any obligation or policy to pay dividends (e.g. a minimum percentage of distributable profits), any preferential dividend rights attaching to a particular class of shares, and any restrictions on dividend payments (e.g. subject to available profits, board or shareholder approval, lender consent)." }, { "index": 13, "name": "Exit & Liquidity Provisions", "format": "text", "prompt": "What exit or liquidity provisions are included? Describe any agreed exit mechanisms (e.g. trade sale, IPO, drag-along sale), any timelines or milestones by which an exit is targeted, any shareholder rights to initiate or compel an exit process after a specified period, and any preference on exit proceeds attaching to a particular class of shares." }, { "index": 14, "name": "Deadlock", "format": "text", "prompt": "How is deadlock addressed? Describe any deadlock resolution mechanisms (e.g. escalation to senior management, mediation, Russian roulette / shoot-out provisions, put/call options). For each mechanism, state the trigger conditions, the procedure, and the consequences if deadlock is not resolved." }, { "index": 15, "name": "Non-Compete & Non-Solicitation", "format": "text", "prompt": "Are any shareholders subject to non-compete or non-solicitation obligations? If so, identify which shareholders are bound, the scope of the restriction (activities and geography), and the duration (during the term of the agreement and/or for a period after a shareholder ceases to hold shares). Note any carve-outs." }, { "index": 16, "name": "Confidentiality", "format": "text", "prompt": "What confidentiality obligations are imposed on the shareholders? State the scope of confidential information covered, the permitted disclosures (e.g. to professional advisers, affiliates, lenders), and the duration of the obligation. Note whether the obligation survives termination of the agreement." }, { "index": 17, "name": "Warranties", "format": "text", "prompt": "What warranties are given by the shareholders under this agreement? Identify who gives warranties, the subject matter (e.g. title to shares, capacity, no encumbrances, no conflicts), any limitations on warranty claims (e.g. time limits, caps, knowledge qualifications), and any indemnities given alongside the warranties." }, { "index": 18, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this agreement? State the jurisdiction and any specific legal system referenced." }, { "index": 19, "name": "Dispute Resolution", "format": "text", "prompt": "How are disputes resolved under this agreement? Identify whether disputes go to litigation or arbitration, the chosen forum or seat, any mandatory escalation steps, and whether jurisdiction is exclusive." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-spa-tabular-review", "metadata": { "title": "SPA Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "Corporate", "jurisdictions": [ "General" ] }, "skill_md": "# SPA Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Parties", "format": "bulleted_list", "prompt": "Identify all parties to this share purchase agreement. For each, state their full legal name, jurisdiction of incorporation (if stated), and their role (e.g. seller, buyer, target company, warrantor, guarantor)." }, { "index": 1, "name": "Date", "format": "date", "prompt": "What is the date of this share purchase agreement?" }, { "index": 2, "name": "Transaction", "format": "text", "prompt": "Summarise the transaction. What shares or interests are being acquired, in which target company or companies, and what is the nature of the transaction (e.g. 100% acquisition, majority stake, minority investment)?" }, { "index": 3, "name": "Consideration", "format": "monetary_amount", "prompt": "What is the consideration payable under this agreement? State the total headline price, the currency, and the structure (e.g. cash, shares, loan notes, deferred consideration, earnout). If the price is subject to adjustment (e.g. locked box, completion accounts), describe the mechanism." }, { "index": 4, "name": "Key Conditions Precedent", "format": "bulleted_list", "prompt": "List the key conditions precedent (CPs) to completion. For each CP, state what must be satisfied or waived and by whom. Identify any long-stop date by which CPs must be satisfied." }, { "index": 5, "name": "Completion Date", "format": "text", "prompt": "When does completion occur? State how many business days after satisfaction or waiver of all CPs completion must occur, and/or any fixed outside date for completion. Note whether there is any obligation to complete by a specific date after signing." }, { "index": 6, "name": "Warranties", "format": "text", "prompt": "Summarise the warranty package. Who gives the warranties (e.g. seller, management, all sellers jointly and severally)? Are there business warranties and/or title warranties? Identify the scope of any warranty disclosure process and any limitations on warranty claims (e.g. time limits, minimum claim thresholds, aggregate cap)." }, { "index": 7, "name": "Indemnities", "format": "text", "prompt": "Are there specific indemnities in this agreement? If so, list the key indemnities given, by whom, and for what potential liabilities (e.g. tax indemnity, environmental indemnity, litigation indemnity). Note any time limits or caps applicable to indemnity claims." }, { "index": 8, "name": "Limitation of Liability", "format": "text", "prompt": "What limitations on liability apply to warranty and indemnity claims? Identify the aggregate cap (and how it is calculated, e.g. as a percentage of consideration), any separate cap for fundamental warranties or indemnities, minimum claim thresholds (de minimis and basket/deductible), and time limits for bringing claims." }, { "index": 9, "name": "Covenants", "format": "text", "prompt": "What restrictive or other covenants are given by the seller or management? Include non-compete, non-solicitation, and non-dealing covenants, stating the scope (activities and geography) and duration of each." }, { "index": 10, "name": "Exclusivity", "format": "text", "prompt": "Is there an exclusivity or no-shop provision in this agreement? If so, state the period of exclusivity, what activities are restricted (e.g. soliciting competing offers, engaging with third parties), and any carve-outs or break fee arrangements." }, { "index": 11, "name": "Governing Law and Jurisdiction", "format": "text", "prompt": "What governing law applies to this agreement and what courts or arbitral tribunals have jurisdiction? State the chosen law, the forum for disputes, and whether jurisdiction is exclusive or non-exclusive." }, { "index": 12, "name": "Dispute Resolution", "format": "text", "prompt": "How are disputes to be resolved under this agreement? Identify whether disputes go to litigation or arbitration, the chosen seat or forum, the applicable rules (if arbitration), and any mandatory pre-dispute escalation steps." } ] }, { "user_id": null, "is_system": true, "created_at": "", "id": "builtin-supply-agreement-tabular-review", "metadata": { "title": "Supply Agreement Tabular Review", "description": "Use this workflow to review uploaded documents and extract structured information into the tabular review columns defined in table-config.yaml.", "type": "tabular", "contributors": [ { "name": "Mike", "organisation": "Open Legal Products", "role": null, "linkedin": "https://www.linkedin.com/company/mike-oss/" } ], "language": "English", "version": "1.0.0", "practice": "General Transactions", "jurisdictions": [ "General" ] }, "skill_md": "# Supply Agreement Tabular Review\n\n## Purpose\n\nUse this workflow to review uploaded documents and extract structured information into the tabular review columns defined in `table-config.yaml`.\n\n## Instructions\n\n- Apply each column prompt in `table-config.yaml` to each document independently.\n- Extract only information supported by the document text.\n- Use clause references, section names, dates, amounts, party names, and defined terms where available.\n- If responsive information is not found, return an empty value or a concise \"Not found\" response according to the host system's expected format.\n- Keep cell outputs concise, but include enough context to make the extracted value useful.\n- Do not invent citations, facts, parties, dates, or obligations.", "columns_config": [ { "index": 0, "name": "Parties", "format": "bulleted_list", "prompt": "Identify all parties to this supply agreement. For each, state their full legal name, jurisdiction of incorporation (if stated), and their role (e.g. supplier, buyer, distributor)." }, { "index": 1, "name": "Effective Date", "format": "date", "prompt": "What is the effective date or commencement date of this agreement? If no explicit date is stated, note the date it is deemed to take effect." }, { "index": 2, "name": "Products", "format": "bulleted_list", "prompt": "What products are to be supplied under this agreement? List each product or product category, including any relevant specifications, part numbers, or standards referenced." }, { "index": 3, "name": "Term", "format": "text", "prompt": "What is the initial term or duration of this agreement? State the start date (or reference to when it commences) and the end date or duration." }, { "index": 4, "name": "Renewal", "format": "text", "prompt": "What renewal provisions apply? Is renewal automatic or by agreement? State the renewal period, notice requirements to prevent renewal, and any conditions on renewal." }, { "index": 5, "name": "Delivery", "format": "text", "prompt": "What delivery obligations and terms apply? Identify the delivery terms (e.g. Incoterms), delivery lead times, delivery locations, risk of loss, and any consequences for late or failed delivery." }, { "index": 6, "name": "Quality", "format": "text", "prompt": "What quality standards or specifications apply to the products? Identify any applicable standards (e.g. ISO, regulatory requirements), inspection rights, acceptance procedures, and consequences of non-conformance." }, { "index": 7, "name": "Warranties", "format": "text", "prompt": "What warranties does the supplier give in relation to the products? State the warranty period, the scope of the warranty (e.g. free from defects, conformance to specifications), the remedy for breach (e.g. repair, replacement, refund), and any exclusions." }, { "index": 8, "name": "Liquidated Damages", "format": "text", "prompt": "Are there any liquidated damages provisions? If so, identify what triggers them (e.g. late delivery, failure to meet quality standards), the applicable rate or formula, any aggregate cap, and whether they are stated to be the exclusive remedy." }, { "index": 9, "name": "Limitation of Liability", "format": "text", "prompt": "What limitations of liability apply? Identify any caps on liability (and how they are calculated, e.g. contract value, fees paid), exclusions of consequential or indirect loss, and any carve-outs from the limitation (e.g. fraud, wilful misconduct, death or personal injury)." }, { "index": 10, "name": "Force Majeure", "format": "text", "prompt": "Summarise the force majeure clause. What events qualify, what obligations are suspended, what notice must be given, how long must the event persist before either party may terminate, and what are the consequences of termination for force majeure?" }, { "index": 11, "name": "Termination Rights", "format": "text", "prompt": "What are the termination rights of each party? Distinguish between termination for convenience (including notice period) and termination for cause (including cure periods and triggers). Note what happens on termination, including any outstanding purchase orders or payment obligations." }, { "index": 12, "name": "Governing Law", "format": "text", "prompt": "What governing law applies to this agreement? State the jurisdiction and any specific legal system referenced." }, { "index": 13, "name": "Dispute Resolution", "format": "text", "prompt": "How are disputes resolved under this agreement? Identify whether disputes go to litigation or arbitration, the chosen forum or seat, and any mandatory escalation steps (e.g. negotiation, mediation) before formal proceedings." } ] } ]; export const SYSTEM_WORKFLOW_IDS = new Set(SYSTEM_WORKFLOWS.map((wf) => wf.id)); export const SYSTEM_ASSISTANT_WORKFLOWS: { id: string; title: string; skill_md: string }[] = [ { "id": "builtin-commercial-lease-review", "title": "Commercial Lease Review", "skill_md": "# Commercial Lease Review\n\n## Instructions\n\nReview the uploaded commercial lease and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — reinstatement obligation is uncapped\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Break Rights | High — Clause [x] imposes vacant possession as a break condition with no cure period. The lessee-specific checklist point indicates the break is fragile and may be lost on a technicality. | For the lessee, remove vacant possession as a break condition or add a cure period and express the condition narrowly. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the premises. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, premises description, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Lessor or Lessee).\n\n| Issue | General | Lessor | Lessee |\n| --- | --- | --- | --- |\n| Parties and Premises | Identify landlord, tenant, guarantor, property, premises, title references, and included or excluded areas. Flag incorrect entities, missing plans, or premises description inconsistent with title. | | |\n| Term | State commencement, expiry, rent commencement, and any conditions precedent. | Flag renewal rights or holding-over provisions that limit the landlord's ability to recover the premises. | Flag uncertain commencement mechanics, no renewal clarity, or landlord-only discretion over start conditions. |\n| Rent and Payments | Confirm rent quantum, payment dates, and deposit mechanics. | Flag unclear payment mechanics, weak late-payment provisions, or rent-free periods exceeding what was agreed. | Flag unclear payment obligations, high default interest, or missing rent-free mechanics. |\n| Rent Review | Identify review dates, mechanism, assumptions, disregards, and dispute process. | Flag review mechanics too favorable to the tenant, downward review provisions, or no upward adjustment. | Flag upward-only review, no cap, aggressive assumptions, or tenant-unfriendly dispute process. |\n| Service Charge and Operating Costs | Identify tenant contribution scope, cap mechanics, audit rights, and reconciliation process. | Flag cost exclusions too broad, caps too low, or audit rights creating undue operational burden. | Flag broad pass-throughs, no cap, capital expenditure exposure, or weak audit rights. |\n| Use | State permitted use, prohibited uses, trading obligations, and change-of-use restrictions. | Flag permitted use too broad or absence of continuous trading obligation. | Flag narrow use restriction, continuous trading obligations, or restrictions inconsistent with operations. |\n| Repairs and Maintenance | Identify landlord and tenant repair obligations, condition standard, and schedule of condition. | Flag limited tenant repairing obligations, repair gaps, or yielding-up conditions below acceptable standard. | Flag full repairing obligation extending to pre-existing defects or structural issues outside tenant control. |\n| Alterations and Fit-Out | Identify consent requirements and reinstatement obligations. | Flag broad alteration rights without landlord consent or no reinstatement obligation. | Flag absolute consent rights, broad reinstatement obligations, or unclear fit-out approval timing. |\n| Assignment, Underletting, and Sharing Occupation | Identify transfer restrictions, consent tests, and group sharing rights. | Flag broad permitted transfer rights allowing assignment to unsuitable tenants without approval. | Flag absolute assignment bans, excessive consent conditions, or no group sharing rights. |\n| Insurance and Damage | Identify who insures, insured risks, rent suspension, and termination rights on damage. | Flag tenant insurance obligations too narrow or absence of rent suspension protection. | Flag no rent suspension on damage, uninsured risk exposure, or no termination right after prolonged damage. |\n| Break Rights | Identify break dates, notice periods, and conditions. | Flag broadly exercisable break conditions allowing tenant exit without adequate penalty. | Flag fragile break conditions, strict vacant possession tests, or excessive preconditions. |\n| Default and Remedies | Identify default events, cure periods, and enforcement rights. | Flag long cure periods, high default thresholds, or limited remedies that delay enforcement. | Flag short cure periods, broad default triggers, or landlord self-help without adequate notice. |\n| Compliance Obligations | Identify which party bears responsibility for regulatory compliance. | Flag compliance gaps exposing the landlord to regulatory liability. | Flag tenant responsibility for landlord works, historic contamination, or compliance beyond the demised premises. |\n| Security Package | Identify security type, quantum, and release conditions. | Flag security inadequate for the tenant's covenant strength or release mechanics too easy to trigger. | Flag excessive security requirements, no step-down on release, or unclear deposit return mechanics. |\n| Rights Reserved and Easements | Identify reserved landlord rights, access arrangements, and tenant rights over common parts. | Flag insufficient reserved rights limiting the landlord's ability to manage the building. | Flag broad landlord entry or disruption rights, or missing rights needed for the tenant's permitted use. |\n| End of Term | Identify yielding-up condition, reinstatement obligations, and dilapidations process. | Flag inadequate reinstatement obligations, unclear yielding-up conditions, or weak dilapidations recovery. | Flag overly broad reinstatement obligations or handback conditions requiring a better standard than at commencement. |\n| Governing Law and Dispute Resolution | State governing law, court forum, expert determination process, and mandatory dispute procedures. Flag ambiguous forum, missing expert determination terms, or inadequate dispute mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." }, { "id": "builtin-compare-documents", "title": "Compare Documents", "skill_md": "# Compare Documents\n\n## Instructions\n\nCompare the uploaded documents for a legal or business reviewer. Focus on the provisions, terms, risks, and commercial points that differ across the documents. The comparison must work for any number of uploaded documents.\n\nProduce the comparison as a Markdown table. The table must have exactly these columns:\n\n- Topic\n- One column for each uploaded document, using the document name or a short readable document label as the column heading\n- Difference\n\nFor example, if three documents are uploaded, the table should use this shape:\n\n| Topic | Document A | Document B | Document C | Difference |\n| --- | --- | --- | --- | --- |\n\nCompare the documents across the most relevant topics, including where available:\n\n- Parties and roles\n- Document date and effective date\n- Term, expiry, renewal, and extension rights\n- Scope of work, services, deliverables, or subject matter\n- Fees, pricing, payment terms, penalties, and currency\n- Conditions precedent, approvals, consents, and notices\n- Representations, warranties, covenants, and restrictions\n- Confidentiality, IP ownership, data protection, and use rights\n- Assignment, transfer, change of control, and subcontracting\n- Termination rights, suspension rights, cure periods, and consequences\n- Liability caps, indemnities, exclusions, insurance, and remedies\n- Governing law, jurisdiction, dispute resolution, and service of process\n\nUse concise entries in the document columns. Under each document column, state the relevant term and include the best available location with citations, such as clause, section, schedule, page, paragraph, or heading. If citations are available, include them inline with the location. If a location is unclear, describe it as specifically as possible.\n\nIn the **Difference** column, explain what changed or diverges, including any negotiation, legal, operational, or commercial significance where useful.\n\nAfter the table, include a short **Key Takeaways** section with no more than five bullets summarising the most important differences and follow-up actions.\n\nDo not invent facts, clauses, parties, dates, amounts, or obligations. If a topic is not addressed in a document, write \"Not stated\" for that document. If the uploaded documents are not comparable, explain why and provide the closest useful comparison." }, { "id": "builtin-corporate-approvals-review", "title": "Corporate Approvals Review", "skill_md": "# Corporate Approvals Review\n\n## Instructions\n\nReview the uploaded transaction document, resolution, authority package, or corporate action to determine whether the relevant company approvals appear complete, internally consistent, and supported by the company's corporate records.\n\nBefore producing the review, ask the user to upload or identify the available corporate records to check against. Request the relevant records, including as applicable:\n\n- certificate of incorporation, certificate of formation, or equivalent constitutional filing\n- memorandum and articles, articles of association, bylaws, operating agreement, constitution, or equivalent governing document\n- register of directors, board register, officer register, or equivalent management records\n- register of shareholders, register of members, stock ledger, cap table, or equivalent ownership records\n- board minutes, written resolutions, consents, committee resolutions, shareholder resolutions, or member approvals\n- shareholder agreement, investors' rights agreement, voting agreement, operating agreement, or other approval-rights document\n- incumbency certificate, secretary's certificate, specimen signatures, powers of attorney, delegated authority matrix, or signing authority evidence\n- relevant filings, good standing certificates, prior approvals, or transaction-specific authority documents\n\nIf records are missing, do not assume they exist. Identify what is missing and explain how that limits the review.\n\nProduce a concise Markdown table with exactly these columns:\n\n- Issue\n- Records Checked\n- Finding\n- Risk\n- Recommended Action\n\nUse these risk ratings in the **Risk** column:\n\n- Low: approval position appears standard or no material issue was identified from the records provided.\n- Medium: a gap, ambiguity, or missing supporting record should be clarified before completion.\n- High: a material approval, authority, capacity, or consistency issue may affect execution, validity, enforceability, or closing.\n- Critical: an apparent absence of required approval or authority may block signing or completion unless resolved.\n\nReview the uploaded materials for these categories:\n\n| Category | What to Check |\n| --- | --- |\n| Company Identity and Capacity | Check that the company's legal name, registration number, jurisdiction, entity type, capacity, and status match the corporate records and transaction documents. |\n| Constitutional Authority | Check whether the governing documents permit the transaction, execution of documents, borrowing, guarantees, security, share actions, asset disposals, or other relevant corporate action. |\n| Board Composition and Authority | Check current directors or managers against the board register, appointment records, quorum requirements, conflicts rules, voting thresholds, and authority to approve the transaction. |\n| Shareholder or Member Approvals | Check whether shareholder, member, class, investor, reserved matter, or special approval is required by law, governing documents, shareholder agreements, or other approval-rights documents. |\n| Signing Authority | Check signatories against incumbency records, delegated authority, resolutions, powers of attorney, secretary's certificates, and execution blocks. |\n| Approval Documents | Check board minutes, written resolutions, consents, certificates, and approval packs for correct parties, dates, quorum, votes, conflicts, recitals, authorized documents, and authorized signatories. |\n| Registers and Ownership Records | Check shareholder/member registers, cap tables, stock ledgers, and transfer records for consistency with approvals, voting thresholds, class rights, and parties entitled to approve. |\n| Transaction Document Consistency | Check that the documents approved match the documents being signed, including names, dates, document titles, parties, transaction description, limits, conditions, and schedules. |\n| Reserved Matters and Consent Rights | Check shareholder agreements, investor rights documents, financing documents, or other contracts for veto rights, consent rights, notice requirements, or approval thresholds. |\n| Filings and Ancillary Steps | Check whether filings, good standing certificates, registers, notices, public records updates, share certificates, or post-completion corporate records are required. |\n| Drafting and Record Inconsistencies | Flag inconsistent entity names, officer or director names, dates, document titles, approval thresholds, defined terms, numbering, cross-references, and conflicts between records. |\n\nFor each issue, cite the relevant corporate record or transaction document in the **Records Checked** column. In the **Finding** column, state what the records show and whether they support the proposed action. In the **Recommended Action** column, provide a specific cure, confirmation, document request, approval step, or drafting correction.\n\nIf no material approval issues are found, include a row stating that no material approval issue was identified based on the records provided, and separately identify any records that were not provided or assumptions that remain open.\n\nKeep the response focused on approval, authority, capacity, signing authority, and record consistency. Do not provide a broad commercial contract review unless the user asks for one." }, { "id": "builtin-cp-checklist", "title": "Draft CP Checklist", "skill_md": "# Draft Conditions Precedent Checklist\n\nReview the uploaded credit agreement or financing document and generate a comprehensive Conditions Precedent (CP) checklist.\n\nYou MUST use the generate_docx tool to produce the checklist as a downloadable Word document. You MUST pass landscape: true to the generate_docx tool — the document must be in landscape orientation. Do not display the checklist inline — generate the .docx file and provide the download link.\n\nStructure the document as follows:\n- For each category of conditions (e.g. Corporate, Financial, Legal, Security), add a section with a heading\n- Under each category heading, include a table with exactly these four columns in this order:\n 1. Index — sequential number within the category (1, 2, 3…)\n 2. Clause Number — the clause or schedule reference from the agreement\n 3. Clause — a concise description of the condition precedent\n 4. Status — leave blank (empty string) for the user to fill in\n\nUse the table field in the section object (not content) for each category's rows.\n\n## Result Table Format\n\nThe document contains one section per category, each with a table in this format:\n\n### Corporate\n\n| Index | Clause Number | Clause | Status |\n| --- | --- | --- | --- |\n| 1 | Cl. 4.1(a)(i) | Certificate of incorporation and constitutional documents of the borrower |   |\n| 2 | Cl. 4.1(a)(ii) | Board resolution authorising execution of the finance documents and approving the terms of the transaction |   |\n| 3 | Cl. 4.1(a)(iii) | Specimen signatures of all authorised signatories |   |\n\n### Legal\n\n| Index | Clause Number | Clause | Status |\n| --- | --- | --- | --- |\n| 1 | Cl. 4.1(c)(i) | Legal opinion from counsel to the borrower in form and substance satisfactory to the agent |   |\n| 2 | Cl. 4.1(c)(ii) | Legal opinion from counsel to the arrangers as to the laws of the relevant jurisdiction |   |\n\nBefore finalizing, double-check that every table is formatted correctly: each table must have exactly the four columns above in the same order, headers must match exactly (Index, Clause Number, Clause, Status), every row must have the same number of cells as the headers, the Index column must be sequential starting from 1 within each category, and no cells should contain stray markdown, newlines, or placeholder text (use an empty string for Status)." }, { "id": "builtin-credit-summary", "title": "Credit Agreement Review", "skill_md": "# Credit Agreement Review\n\n## Instructions\n\nReview the uploaded credit agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — covenant headroom is tight\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause or schedule references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Financial Covenants | High — Clause [x] sets the leverage covenant at [x]x with quarterly testing and no equity cure right. The borrower-specific checklist point indicates limited headroom and no remedy for a technical breach. | For the borrower, widen the covenant threshold, add an equity cure right, and reduce testing frequency to semi-annual. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the facility amount. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, amounts, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Borrower or Lender).\n\n| Issue | General | Borrower | Lender |\n| --- | --- | --- | --- |\n| Parties | Identify all lenders, borrowers, guarantors, agents, and other finance parties with full legal names, roles, and jurisdictions. Flag missing or incorrect entities, unclear agent roles, missing authority confirmations, or transfer mechanics that could result in unknown lenders. | | |\n| Guarantors | Identify guarantors, guarantee scope, limits, and coverage requirements. | Flag uncapped guarantees, missing limits, or upstream guarantee concerns exposing the borrower group. | Flag weak guarantor coverage, missing entities, or guarantees not covering the full facility. |\n| Other Parties | Identify facility agent, security agent, arrangers, issuing banks, and other material parties. | Flag unclear agent roles or mechanics creating additional obligations on the borrower. | Flag inconsistent secured party mechanics or missing parties affecting security validity. |\n| Date of Agreement | State signing date, effective date, and conditions to effectiveness. Flag inconsistent or unclear dates or effectiveness conditions. | | |\n| Facilities | List each facility, type, tranche, availability, and key structural features. | Flag excessive lender discretion, unclear facility purpose, or mismatched terms restricting drawdown. | Flag unclear facility structure or purpose creating enforcement ambiguity. |\n| Amount | State total commitments, currencies, tranche amounts, and accordion or incremental facilities. | Flag unclear currency exposure, uncapped accordion provisions without borrower consent, or inconsistent commitment figures. | Flag uncapped increase mechanics or dilutive accordion provisions not agreed at signing. |\n| Purpose | Summarize permitted use of proceeds and restrictions. | Flag vague purpose wording restricting flexibility or creating sanctions risk. | Flag broad purpose language permitting restricted payment leakage or unapproved use of proceeds. |\n| Interest | Identify reference rate, margin, floors, fallback rates, interest periods, and default interest. | Flag high margins, aggressive floors, benchmark fallback gaps, or high default interest. | Flag unclear fallback rate mechanics or interest calculation ambiguities. |\n| Commitment Fee | State commitment, utilisation, ticking, arrangement, agency, and other fees. | Flag hidden fees, fees payable after cancellation, or unclear calculation basis. | Flag missing fee provisions or fee timing delaying recovery. |\n| Repayment Schedule | Summarize amortisation, scheduled repayments, bullet payments, and cash sweep. | Flag aggressive amortisation, unclear prepayment application, or cash sweep uncertainty. | Flag bullet repayments without adequate covenant or security protection. |\n| Maturity | State final maturity date and any extension options. | Flag short maturity, lender-only extension discretion, or mismatch with the business plan. | Flag unclear extension conditions or borrower-controlled extension mechanics. |\n| Security | Identify security package, assets, entities, perfection steps, and post-closing obligations. | Flag all-asset security beyond deal scope, onerous post-closing steps, or missing release mechanics on disposal. | Flag gaps in the security package, missing perfection steps, or inadequate post-closing obligations. |\n| Guarantees | Summarize guarantee obligations, guarantors, limitations, and release triggers. | Flag broad all-monies language, unlimited guarantees, or no release mechanics after repayment or disposal. | Flag guarantee gaps, weak limitations, or no coverage test requirements. |\n| Financial Covenants | Identify covenant metrics, thresholds, testing frequency, cure rights, and reporting. | Flag tight headroom, frequent testing, no equity cure, or ambiguous EBITDA adjustments. | Flag loose covenant thresholds or wide EBITDA adjustments obscuring true financial performance. |\n| Events of Default | Summarize default triggers, grace periods, materiality thresholds, cross-default, and MAE. | Flag low materiality thresholds, no cure periods, broad cross-default, or subjective MAE defaults. | Flag weak default triggers, long cure periods, or materiality thresholds delaying enforcement. |\n| Assignment | Summarize lender transfer rights, borrower consent mechanics, and disqualified institutions. | Flag free transfers to competitors, distressed investors, or lenders on a borrower blacklist. | Flag consent mechanics giving the borrower excessive veto over lender transfers. |\n| Change of Control | Identify triggers and resulting prepayment, cancellation, or default consequences. | Flag broad triggers, no cure period, or definitions catching ordinary-course ownership changes. | Flag narrow change of control definitions missing material ownership shifts. |\n| Prepayment Fee | Identify make-whole, soft-call, premium periods, and exceptions. | Flag excessive fees, long premium periods, or unclear exceptions for mandatory prepayments. | Flag exceptions allowing free prepayment during premium periods. |\n| Governing Law and Dispute Resolution | State governing law, jurisdiction, forum, and service of process. Flag unclear or ambiguous governing law, jurisdiction, or service mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." }, { "id": "builtin-draft-from-template", "title": "Draft from Template", "skill_md": "# Draft from Template\n\n## Instructions\n\nUse the uploaded template as the drafting structure for a new document. Treat the template as the primary source for document style, section order, clause structure, defined-term conventions, placeholders, and formatting cues.\n\nBefore drafting, identify whether the user has provided enough instructions and source information to complete the draft. If key information is missing, ask concise follow-up questions instead of inventing facts.\n\nWhen drafting:\n\n- Preserve the template structure unless the user asks for changes.\n- Replace placeholders, bracketed fields, blanks, and example text with the user-provided facts where available.\n- Keep definitions, cross-references, numbering, party names, dates, schedules, and exhibits internally consistent.\n- Do not remove protective clauses, boilerplate, signatures, schedules, or annexes unless the user asks you to do so.\n- If the user provides supporting documents, use them only for facts and context that are relevant to completing the template.\n- Flag any assumptions, missing inputs, unresolved placeholders, or provisions that require legal or commercial confirmation.\n\nIf the user asks for a downloadable draft, use the document generation tools available to produce the drafted document. Otherwise, provide the drafted text or the most relevant sections inline, matching the template as closely as possible.\n\nDo not invent parties, dates, amounts, governing law, notice details, commercial terms, or factual background. If information is unavailable, leave a clear placeholder and list it in an **Open Points** section." }, { "id": "builtin-draft-issues-list", "title": "Draft Issues List", "skill_md": "# Draft Issues List\n\n## Instructions\n\nReview the uploaded agreement and draft a comprehensive issues list from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before drafting the issues list.\n\nAn issues list identifies open, unresolved, or contentious points in the current draft that require negotiation or resolution before signing. Focus on points that are material to the represented party's commercial and legal position.\n\nOnce the represented party is clear, use the generate_docx tool to produce the issues list as a downloadable Word document. Do not display the issues list inline — generate the .docx file and provide the download link.\n\nThe Word document must contain exactly one result table. List each open issue in order from highest to lowest priority and add a final row called **Overall Negotiation Position**. The result table must have exactly these columns:\n\n- Issue\n- Current Position\n- Proposed Change\n\nUse these priority ratings at the start of the **Current Position** column: Critical means a blocking issue that must be resolved before signing; High means a material point requiring negotiation; Medium means a negotiation concern but manageable; Low means a minor point for consideration only. Include relevant clause references in the **Current Position** column. The **Proposed Change** column must state the specific amendment or position the represented party should seek, drafted from that party's perspective. Keep the response concise and focused on actionable negotiation points.\n\n## Result Table Format\n\nThe Word document must use this result table structure. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Current Position | Proposed Change |\n| --- | --- | --- |\n| Liability Cap | High — Clause [x] contains no monetary cap on the represented party's total liability under the agreement. | Add a liability cap equal to [amount] or a multiple of fees paid, with carve-outs limited to fraud and wilful misconduct. |\n| Governing Law | Medium — Clause [x] specifies [jurisdiction] law, which is inconvenient for the represented party's operations and legal advisers. | Change governing law to [preferred jurisdiction] and amend the dispute resolution clause accordingly. |\n\nUse the table field in the document section object, not prose content, for the issues list rows.\n\nBefore finalizing, double-check that the table is formatted correctly: it must have exactly the three columns above in the same order, headers must match exactly (Issue, Current Position, Proposed Change), every row must have the same number of cells as the headers, issues must be ordered from highest to lowest priority, and no cells should contain stray markdown, newlines, or placeholder text unless the source document requires a placeholder." }, { "id": "builtin-employment-agreement-review", "title": "Employment Agreement Review", "skill_md": "# Employment Agreement Review\n\n## Instructions\n\nReview the uploaded employment agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - restrictive covenant scope is excessive\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Restrictive Covenants | High - Clause [x] imposes a long non-compete with broad geographic scope. The general covenant position and the employee-specific checklist point indicate enforceability and mobility risk for the employee. | For the employee, reduce the duration, territory, and restricted activities to what is necessary for legitimate business protection. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Employer or Employee).\n\n| Issue | General | Employer | Employee |\n| --- | --- | --- | --- |\n| Parties and Role | Identify employer and employee with correct legal names. Confirm job title, reporting line, work location, and employment type. Flag incorrect entities, unclear role scope, or terms creating unintended employment relationships. | | |\n| Start Date and Term | State commencement date, probation period, fixed term, renewal mechanics, and conditions precedent. | Flag unclear commencement mechanics or terms that limit employer flexibility during the probation period. | Flag long probation periods, unclear renewal mechanics, or employer-only extension rights. |\n| Duties | Summarize duties, working hours, exclusivity, travel requirements, and flexibility clauses. | Flag overly narrow duties that restrict operational flexibility or the employer's ability to change the role. | Flag open-ended duties, excessive hours, broad travel requirements, or unilateral employer change rights. |\n| Compensation | Identify salary, payment frequency, reviews, bonus, commission, allowances, and discretion. | Flag discretionary compensation arrangements that may create enforceable entitlement expectations. | Flag fully discretionary compensation, unclear bonus criteria, or missing payment timing. |\n| Benefits | Summarize pension, insurance, leave, expenses, equity incentives, and employer discretion. | Flag benefit commitments that may be difficult to modify or withdraw without breach. | Flag benefits that can be withdrawn without notice or that conflict with the offer letter. |\n| Holiday and Leave | State annual leave, sickness absence, statutory leave, notice requirements, and carry-over rules. | Flag carry-over obligations or leave accrual that creates significant financial liability. | Flag entitlements below statutory minimums, unclear carry-over rules, or inadequate sick pay. |\n| Policies and Handbook | Identify incorporated policies, contractual status, and amendment rights. | Flag policies incorporated as contractual that cannot be changed unilaterally without employee consent. | Flag policies incorporated as contractual while the employer retains unilateral amendment rights. |\n| Confidentiality | Summarize confidentiality obligations during and after employment. | Flag confidentiality obligations too narrow to protect business-critical information. | Flag overbroad confidential information definitions or indefinite restrictions beyond legitimate business interests. |\n| Intellectual Property | Identify ownership, assignment, inventions, works, moral rights waivers, and assistance obligations. | Flag gaps in IP assignment covering inventions or works made during employment or using company resources. | Flag assignment of unrelated personal inventions, works outside employment scope, or unpaid post-employment assistance obligations. |\n| Data Protection and Monitoring | Summarize monitoring, privacy, processing, and consent provisions. | Flag monitoring arrangements that may expose the employer to data protection liability. | Flag intrusive monitoring, blanket consent provisions, or missing privacy notice references. |\n| Conflicts and Outside Activities | Identify restrictions on outside work, directorships, investments, conflicts, and disclosure duties. | Flag insufficient restrictions on outside activities or conflicts that could harm business interests. | Flag broad bans on passive investments, restrictions on unrelated outside work, or disclosure obligations for non-conflicting activities. |\n| Termination | State notice periods, payment in lieu, garden leave, summary dismissal, severance, and survival terms. | Flag notice periods or severance obligations that unduly limit employer termination flexibility. | Flag one-sided notice rights, broad summary dismissal triggers, or unclear payment in lieu treatment. |\n| Restrictive Covenants | Summarize non-compete, non-solicit, non-dealing, non-poach, and confidentiality covenants. | Flag covenants too narrow in scope, too short in duration, or likely to be unenforceable. | Flag excessive duration, broad geographic scope, wide covered customers, or covenants that may be unenforceable restraints. |\n| Return of Property | Identify obligations to return devices, documents, data, confidential information, and property. | Flag unclear scope of return obligations or no mechanism to enforce retrieval of business property. | Flag no carve-out for personal materials or obligations that require returning statutory record retention copies. |\n| Governing Law and Dispute Resolution | State governing law, courts, tribunal forum, arbitration, and mandatory procedures. Flag unfamiliar law, unclear mandatory procedures, or arbitration clauses that may limit statutory rights. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." }, { "id": "builtin-extract-key-terms", "title": "Extract Key Terms", "skill_md": "# Extract Key Terms\n\n## Instructions\n\nExtract the key legal, commercial, and operational terms from the uploaded documents. Present the result as a concise Markdown table.\n\nThe table must have exactly these columns:\n\n- Term\n- Value\n- Location\n- Notes\n\nExtract the terms that are most useful for legal review, including where available:\n\n- Parties and roles\n- Document date and effective date\n- Term, expiry, renewal, and extension rights\n- Scope of work, services, deliverables, or subject matter\n- Fees, pricing, payment terms, interest, penalties, and currency\n- Conditions precedent, approvals, consents, and notices\n- Representations, warranties, covenants, and restrictions\n- Confidentiality, IP ownership, data protection, and use rights\n- Assignment, transfer, change of control, and subcontracting\n- Termination rights, suspension rights, cure periods, and consequences\n- Liability caps, indemnities, exclusions, insurance, and remedies\n- Governing law, jurisdiction, dispute resolution, and service of process\n\nUse the **Location** column for the best available clause, section, schedule, page, or paragraph reference. If a location is unclear, describe it as specifically as possible. Use the **Notes** column to explain ambiguity, missing information, conflicts between documents, or why a term may matter.\n\nIf a key term is not found, do not include a speculative value. Instead, include a row only where the absence itself is material, with \"Not stated\" in the **Value** column. Do not invent facts, citations, clauses, parties, dates, amounts, or obligations." }, { "id": "builtin-guarantee-agreement-review", "title": "Guarantee Agreement Review", "skill_md": "# Guarantee Agreement Review\n\n## Instructions\n\nReview the uploaded guarantee, guaranty, or guarantee-and-indemnity agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - guarantee is uncapped\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Cap and Limits | High - Clause [x] does not include a monetary cap or time limit. The general exposure point and the guarantor-specific checklist point indicate uncapped liability risk for the guarantor. | For the guarantor, add a monetary cap, currency limit, time limit, and exclusions for obligations outside the agreed transaction. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Guarantor or Guarantee Holder).\n\n| Issue | General | Guarantor | Guarantee Holder |\n| --- | --- | --- | --- |\n| Parties | Identify all parties with full legal names and roles, including guarantor, principal obligor, agent, and security trustee. Flag incorrect entities, missing capacity details, or unclear party or agent structure. | | |\n| Guaranteed Obligations | Summarize payment, performance, indemnity, costs, interest, fees, future advances, and all-monies coverage. | Flag broad all-monies coverage, obligations beyond the intended transaction, or future advances not agreed at outset. | Flag gaps in guaranteed obligations or exclusions of fees, interest, or enforcement costs. |\n| Nature of Liability | State whether liability is primary, secondary, joint and several, continuing, independent, on-demand, or principal debtor liability. | Flag primary, on-demand, or principal debtor liability where only secondary guarantee risk was intended. | Flag secondary-only liability or absence of principal debtor language that weakens enforcement. |\n| Guarantee vs Indemnity | Identify any separate indemnity or principal debtor language and explain practical effect. | Flag separate indemnity language that expands exposure beyond the underlying obligation or bypasses guarantor defences. | Flag absence of indemnity or principal debtor language that could allow defences to defeat enforcement. |\n| Cap and Limits | State monetary cap, currency, interest cap, time limit, excluded obligations, and other limits. | Flag uncapped exposure, unclear currency, or no temporal limit on guaranteed obligations. | Flag caps too low to cover the full facility, or caps that exclude interest, fees, and enforcement costs. |\n| Continuing Security | Summarize future, contingent, amended, refinanced, reinstated, or continuing obligations. | Flag coverage of unknown future obligations or amendments to the underlying facility without guarantor consent. | Flag gaps in continuing security coverage or restrictions on amendments that limit lender flexibility. |\n| Demand Mechanics | Explain demand triggers, notice, payment timing, evidence, and conclusiveness. | Flag immediate payment without adequate evidence, conclusive certificates, or no notice period before demand. | Flag demand mechanics too cumbersome or conditions that allow the guarantor to delay payment. |\n| Defences and Waivers | Identify waivers of suretyship defences, diligence, presentment, set-off, marshalling, subrogation, contribution, and notice. | Flag broad waivers of fundamental defences, excessive restriction of set-off, or waiver of subrogation rights. | Flag incomplete waiver of suretyship defences that could allow the guarantor to avoid payment. |\n| Variations and Releases | Summarize effect of amendments, waivers, releases, insolvency events, or underlying document changes. | Flag guarantee surviving material changes to the underlying facility without guarantor consent. | Flag restrictions on amendments or waivers requiring guarantor consent that limit lender flexibility. |\n| Reinstatement | Identify clawback, preference, invalid payment, or reinstatement provisions. | Flag indefinite reinstatement obligations or reinstatement beyond reasonable insolvency clawback risk. | Flag absence of reinstatement provisions that could leave the guarantee holder exposed after a clawback. |\n| Subordination | Summarize restrictions on guarantor claims, subrogation, contribution, or proof in insolvency. | Flag indefinite blockage of guarantor recovery or subrogation rights after the guarantee holder is paid in full. | Flag absence of subordination provisions that could allow the guarantor to compete with the guarantee holder in insolvency. |\n| Representations and Covenants | Identify capacity, authority, solvency, consents, sanctions, and compliance covenants. | Flag repeating representations, broad compliance obligations, or solvency statements that may be difficult to give. | Flag weak representations or covenants that do not adequately confirm guarantor capacity and authority. |\n| Termination and Release | State how the guarantee may be terminated, released, discharged, or reduced. | Flag no release mechanism after repayment or facility termination, or unclear discharge conditions. | Flag release mechanics too easy to trigger or that do not require full repayment and discharge. |\n| Costs, Expenses, and Taxes | Summarize reimbursement, gross-up, tax indemnities, and enforcement costs. | Flag unlimited costs, gross-up for avoidable taxes, or broad indemnities beyond reasonable enforcement costs. | Flag cost recovery gaps that leave enforcement costs unrecoverable from the guarantor. |\n| Assignment and Transfer | Identify whether the guarantee holder may assign or transfer benefit and whether guarantor consent is required. | Flag free transfer of benefit to unknown creditors, distressed debt purchasers, or competitors without consent. | Flag consent mechanics that give the guarantor excessive control over assignment of the guarantee benefit. |\n| Governing Law and Dispute Resolution | State governing law, jurisdiction, arbitration, service of process, and immunity waiver provisions. Flag unfamiliar law, inconvenient forum, broad immunity waiver, unclear service mechanics, or inadequate interim relief provisions. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." }, { "id": "builtin-nda-review", "title": "NDA Review", "skill_md": "# NDA Review\n\n## Instructions\n\nReview the uploaded non-disclosure agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High - confidential information definition is too narrow\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to another party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Definition of Confidential Information | Medium - Clause [x] covers broad categories of information but does not clearly address oral disclosures. The general definition point and the disclosing-party checklist point indicate a protection gap. | For the disclosing party, add oral and visual disclosures and require written confirmation within a defined period. |\n| Drafting Consistency | Medium - Clauses [x] and [y] use inconsistent defined terms or party names. The general drafting point indicates ambiguity that may affect the represented party's rights or obligations. | For the represented party, align the defined terms, party names, numbering, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Disclosing Party or Receiving Party).\n\n| Issue | General | Disclosing Party | Receiving Party |\n| --- | --- | --- | --- |\n| Parties | Identify each party and their role. Confirm whether the NDA is mutual or one-way and that obligations are correctly allocated. Flag missing affiliates, mismatched roles, or obligations inconsistent with the agreed structure. | | |\n| Purpose | Summarize the permitted purpose for which confidential information may be used. | Flag overly broad purpose language that permits use beyond the intended transaction. | Flag unclear or narrow purpose that prevents legitimate use of information in connection with the transaction. |\n| Definition of Confidential Information | Explain what information is protected, including oral, visual, derived, or pre-existing information. | Flag definitions too narrow to protect all disclosed information, or no protection for oral or unmarked information. | Flag definitions overbroad, capturing publicly available information or information not actually sensitive. |\n| Exclusions | Identify standard exclusions such as public domain, independently developed, already known, or third-party received information. | Flag missing standard exclusions that would allow the receiving party to escape obligations too easily. | Flag missing standard exclusions (public domain, independently developed, already known) or exclusions that are too difficult to prove. |\n| Disclosure Obligations | Summarize confidentiality obligations, standard of care, and use or disclosure restrictions. | Flag standards of care too weak to adequately protect the information. | Flag strict liability, vague standards, or obligations higher than own-information standards that expose the receiving party disproportionately. |\n| Permitted Recipients | Identify who may receive confidential information, including affiliates, representatives, advisers, financing sources, or investors. | Flag recipient categories too broad, or no requirement for recipients to be bound by equivalent obligations. | Flag missing adviser, affiliate, or financing source access rights needed to evaluate the transaction. |\n| Recipient Liability | State whether the receiving party is responsible for breaches by permitted recipients. | Flag absence of receiving party responsibility for breaches by permitted recipients. | Flag uncapped liability for actions of recipients outside the party's direct control. |\n| Compelled Disclosure | Summarize disclosure required by law, regulation, court order, stock exchange, or governmental authority. | Flag no notice right, no cooperation obligation, or overly broad compelled disclosure permissions. | Flag overly burdensome notice requirements or obligations to resist disclosure beyond what is practicable. |\n| Term | State the agreement term and the duration of confidentiality obligations. | Flag obligations that expire too soon or unclear continuation of obligations after agreement end. | Flag indefinite obligations or unusually long terms for non-trade-secret information. |\n| Return or Destruction | Summarize return, destruction, retention, and archival copy obligations. | Flag no return obligation or inadequate destruction mechanics. | Flag no carve-out for archival, compliance, backup, or legal retention copies. |\n| Residual Knowledge | Identify whether unaided memory or residual knowledge may be used. | Flag broad residual knowledge rights that could undermine confidentiality protections. | Flag absence of a residual knowledge carve-out that prevents legitimate use of unaided memory. |\n| Non-Solicit / Standstill | Identify non-solicitation, non-circumvention, standstill, exclusivity, or similar restrictions. | Flag absence of non-solicitation or standstill protections where commercially expected. | Flag hidden restrictive covenants, long durations, broad covered persons, or restrictions unrelated to confidentiality. |\n| No Warranty / No Obligation | Summarize disclaimers about accuracy, completeness, warranties, or obligation to proceed. | Flag missing disclaimers that could create liability for the accuracy or completeness of disclosed information. | Flag disclaimers that conflict with fraud or intentional misrepresentation, or that expressly exclude reliance. |\n| Remedies | Identify injunctive relief, equitable remedies, indemnities, liquidated damages, or enforcement provisions. | Flag absence of injunctive relief or inadequate remedies for breach. | Flag automatic injunction language, broad indemnities, or liquidated damages without adequate safeguards. |\n| Assignment | Summarize restrictions on assignment or transfer. | Flag free assignment rights that could transfer obligations to unknown parties. | Flag restrictions that block legitimate affiliate transfers needed for the deal process. |\n| Governing Law and Dispute Resolution | State governing law, forum, arbitration provisions, and submission to jurisdiction. Flag unfamiliar law, asymmetric process, inconvenient forum, or missing service provisions. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." }, { "id": "builtin-proofread", "title": "Proofread", "skill_md": "# Proofread\n\n## Instructions\n\nReview the uploaded document for drafting quality, internal consistency, and mechanical errors. Focus on issues that a lawyer or reviewer should correct before the document is circulated, signed, or filed.\n\nProduce a concise Markdown table with exactly these columns:\n\n- Severity\n- Category\n- Location\n- Issue\n- Recommended Fix\n\nUse these severity ratings:\n\n- Critical: an inconsistency or drafting error that may materially change rights, obligations, parties, timing, or enforceability.\n- High: an error likely to create ambiguity, negotiation friction, or implementation risk.\n- Medium: a proofreading or consistency issue that should be fixed but is unlikely to change the main legal effect.\n- Low: a minor typo, grammar, formatting, punctuation, or style issue.\n\nReview the document for these categories:\n\n| Category | What to Check |\n| --- | --- |\n| Definitions | Check that defined terms are used consistently, all capitalized defined terms are defined, definitions are not duplicated or conflicting, definitions are not circular, unused definitions are identified, and defined terms match the operative provisions. |\n| Cross-References | Check that clause, section, schedule, exhibit, annex, and document references exist, point to the correct place, use the correct numbering, and remain accurate after any apparent drafting changes. |\n| Internal Consistency | Check for terms, sections, dates, parties, amounts, thresholds, notice periods, conditions, remedies, or obligations that conflict with each other or create inconsistent outcomes. |\n| Parties and Entity Names | Check that party names, entity suffixes, registration details, capacities, addresses, signatory names, and role labels are consistent throughout the document. |\n| Numbers, Dates, and Calculations | Check monetary amounts, percentages, dates, deadlines, time periods, notice periods, interest rates, formulas, schedules, and words-versus-figures consistency. |\n| Grammar and Typos | Check spelling, grammar, punctuation, missing words, duplicate words, repeated phrases, tense, subject-verb agreement, and obvious typographical errors. |\n| Numbering | Check clause numbering, section numbering, sub-clause hierarchy, schedule numbering, exhibit numbering, table numbering, skipped numbers, duplicate numbers, and numbering sequences. If the document has a table of contents, check that clause numbers, headings, and hierarchy are consistent with the table of contents. |\n| Formatting | Check headings, list formatting, indentation, spacing, fonts, emphasis, table formatting, schedule formatting, and inconsistent styles that may affect readability or references. |\n\nFor each issue, include the best available clause, section, page, schedule, or paragraph reference in the **Location** column. If the location is unclear, describe where the issue appears as specifically as possible.\n\nIn the **Issue** column, explain the problem and why it matters. In the **Recommended Fix** column, provide a specific correction or drafting action. Where useful, include replacement wording, but keep it concise. Do not rewrite the whole document. If no material issues are found, provide a short table row stating that no material proofreading issues were identified and note any review limitations.\n\nBefore finalizing, double-check that definitions, cross-references, numbering, formatting, and internal inconsistencies have each been considered separately. If a table of contents is present, verify that the clause numbers and headings in the document match the table of contents. Keep the response focused on actionable corrections." }, { "id": "builtin-sha-summary", "title": "Shareholder Agreement Review", "skill_md": "# Shareholder Agreement Review\n\n## Instructions\n\nReview the uploaded shareholder agreement and produce a comprehensive table-based legal review from the perspective of the party represented by the user/client. If the user has not already identified which party they represent, ask them to clarify that party before producing the review.\n\nOnce the represented party is clear, provide exactly one Markdown result table. Use one row for each material issue found in the agreement, guided by the review checklist below, and add a final row called **Overall Risk Rating**. The result table must have exactly these columns:\n\n- Issue\n- Summary\n- Recommended Change\n\nUse these risk ratings inside the **Summary** column: Low means standard or minimal concern; Medium means a manageable negotiation concern; High means a material legal, commercial, operational, or enforceability concern requiring negotiation; Critical means a severe issue that may block signing unless resolved. Start each summary with the risk rating, e.g. \"High — drag threshold is too low\".\n\nThe **Summary** column should include only the relevant points from the **General** checklist column and the party-specific checklist column for the represented party, together with clause references where available. Do not include issues that are adverse only to the other party unless they also create risk for the represented party. The **Recommended Change** column must be drafted from the represented party's perspective. Also flag general drafting errors that may affect the represented party, including inconsistent defined terms, inconsistent entity names, cross-reference errors, numbering issues, duplicated provisions, missing schedules, and internal inconsistencies. Keep the response concise and avoid long prose outside the table.\n\n## Result Table Format\n\nUse this result table structure. Include annotations such as [1] and [2] in the **Summary** and **Recommended Change** columns to reference the relevant sections of the document. The example rows are illustrative only; tailor the actual rows to the uploaded agreement and represented party.\n\n| Issue | Summary | Recommended Change |\n| --- | --- | --- |\n| Drag-Along Rights | High — Clause [x] sets the drag threshold at [x]% and does not include a minimum price protection. The minority-specific checklist point indicates the minority can be forced to sell at an unfavorable price. | For the minority, raise the drag threshold, add a minimum price equal to fair market value, and limit warranties to proceeds received. |\n| Drafting Consistency | Medium — Clauses [x] and [y] use inconsistent defined terms for the share classes. The general drafting point indicates ambiguity that may affect the represented party's rights. | For the represented party, align defined terms, share class definitions, and cross-references before signing. |\n\n## Review Checklist\n\nUse this checklist as guidance for what to review and flag. It is not the result-table template and should not be reproduced verbatim. For each checklist issue, consider both the **General** column and the party-specific column for the represented party (Majority or Minority).\n\n| Issue | General | Majority | Minority |\n| --- | --- | --- | --- |\n| Parties and Shareholdings | Identify each shareholder, role, share class, percentage holding, and fully diluted position. Flag inconsistent cap table information, missing parties, or unclear beneficial ownership. | | |\n| Share Classes and Rights | Summarize voting rights, dividend rights, liquidation preferences, conversion rights, redemption rights, and class consents. | Flag class consents or voting requirements that effectively give minority approval rights over ordinary decisions. | Flag hidden preference rights, disproportionate majority voting rights, or unfavorable class economics. |\n| Board Composition and Governance | Identify board size, appointment rights, observer rights, quorum, chair, and casting vote. | Flag quorum or deadlock provisions giving minority an effective veto over governance. | Flag entrenched majority appointment rights, casting vote held by a majority nominee, or no observer rights for minority. |\n| Reserved Matters | List matters requiring special majority, unanimity, investor consent, or board consent. | Flag reserved matters requiring minority consent that constrain ordinary business decisions. | Flag absence of meaningful minority veto rights or low-dollar thresholds allowing majority to structure around them. |\n| Pre-emption on New Shares | Summarize pre-emption rights, offer process, timing, exclusions, and carve-outs. | Flag mechanics slowing fundraising or requiring minority consent to issue new shares. | Flag broad carve-outs, short exercise periods, or mechanics permitting dilution without proper notice. |\n| Transfer Restrictions | Summarize lock-ups, prohibited transfers, permitted transfers, and consent requirements. | Flag restrictions preventing majority exit or group reorganisation without minority consent. | Flag absence of lock-up on majority transfers or mechanics allowing majority to exit leaving minority trapped. |\n| Right of First Refusal / Pre-emption on Transfer | Identify trigger, process, pricing, matching rights, and exceptions. | Flag long ROFR processes or pricing mechanics delaying majority exit. | Flag unclear matching rights, long processes excluding minority participation, or exceptions removing minority protections. |\n| Drag-Along Rights | Identify drag threshold, sale conditions, minority protections, and power of attorney. | Flag high drag threshold or conditions preventing majority from executing a sale. | Flag low drag threshold, no minimum price protection, forced warranties beyond proceeds received, or broad power of attorney. |\n| Tag-Along Rights | Identify triggering transfers, eligible holders, and sale terms. | Flag broad tag triggers complicating majority exit. | Flag missing or narrow tag rights, or mechanics allowing majority to exclude minority from exit proceeds. |\n| Anti-Dilution Protections | Identify anti-dilution mechanics, carve-outs, and adjustment triggers. | Flag mechanics punishing founders or majority holders on down-rounds. | Flag absence of anti-dilution protection, full ratchet terms, or unclear carve-outs from adjustment. |\n| Dividend Policy | Summarize dividend rights, preferential dividends, restrictions, and discretion. | Flag mandatory dividend obligations impairing business cash flow or restricting majority discretion. | Flag unclear preferential dividend rights or majority discretion over dividends without minority consent. |\n| Exit and Liquidity | Identify IPO, trade sale, redemption, put/call rights, timelines, and liquidation preferences. | Flag forced exit timelines or investor put rights constraining majority exit strategy. | Flag unclear waterfall on exit, exit rights not applying equally, or no minority participation in liquidity events. |\n| Deadlock | Summarize deadlock definition, escalation, expert determination, shoot-out, and liquidation mechanics. | Flag deadlock provisions giving minority disproportionate leverage or effective veto. | Flag shoot-out rights triggered at low thresholds or mechanics structurally favoring majority. |\n| Non-Compete and Non-Solicitation | Identify who is bound, restricted activities, geography, duration, and carve-outs. | Flag restraints binding the majority entity or overly broad scope applied to the majority group. | Flag broad non-competes restricting the minority's ability to operate independently after exit. |\n| Information Rights | Identify reporting, inspection, management accounts, and confidentiality obligations. | Flag extensive information rights giving minority commercially sensitive operational visibility. | Flag absence of reporting or inspection rights, or inadequate confidentiality obligations on recipients. |\n| Related Party Transactions | Identify approval requirements, disclosure duties, and arm's-length standards. | Flag overly strict conflict controls restricting legitimate majority-group transactions. | Flag weak conflict controls, broad permitted related-party dealings, or no arm's-length enforcement. |\n| Governing Law and Dispute Resolution | State governing law, forum, arbitration, escalation, and interim relief rights. Flag unclear or ambiguous forum or dispute mechanics. | | |\n\nDeliver the review inline in your chat response. Do not generate a downloadable Word document unless the user explicitly asks for one." } ];