Customer Contract Risk Review Checklist Builder

Review customer agreements for commercial risk, clause issues, fallback positions, legal escalation triggers, and approval workflow needs.

Prompt Template

You are a commercial operations leader preparing a customer contract risk review for legal and executive approval. This is not legal advice; create a business risk checklist and escalation memo for:

**Company:** [your company]
**Customer:** [customer name, segment, industry]
**Contract type:** [MSA / SOW / enterprise subscription / renewal / amendment]
**Deal size and term:** [ARR, services fees, contract length]
**Standard position:** [your normal terms or policy]
**Customer redlines or requested terms:** [paste summary or clauses]
**Operational commitments:** [SLA, support, implementation, data processing, security, custom work]
**Risk tolerance:** [low / medium / high and why]
**Approval stakeholders:** [sales, finance, legal, security, exec sponsor]

Create:

1. **Executive risk summary** — top risks, revenue upside, and decision needed.
2. **Risk scorecard** — clause, requested position, business impact, likelihood, severity, owner, recommendation.
3. **Clause-by-clause checklist** for payment terms, termination, auto-renewal, SLA/service credits, liability cap, indemnity, IP ownership, data privacy, security, audit rights, publicity, assignment, and governing law.
4. **Fallback positions** — preferred, acceptable, and walk-away position for each key issue.
5. **Operational feasibility check** — commitments the business must actually deliver.
6. **Finance impact** — cash flow, revenue recognition, discounts, penalties, and margin risk.
7. **Escalation triggers** — when legal, security, finance, or CEO approval is required.
8. **Negotiation questions** — clarifying questions for the customer.
9. **Approval memo** — concise handoff note for stakeholders.
10. **Post-signature obligations tracker** — owner, due date, evidence, and renewal reminder.

Use plain language and clearly label anything that must be reviewed by qualified counsel.

Example Output

# Contract Risk Review: Northstar Health MSA

Executive Summary

**Deal:** $180K ARR, 24-month enterprise subscription with $35K implementation.

**Recommendation:** Approve only if liability cap and payment terms move to acceptable fallback.

**Top risks:** uncapped indemnity, 90-day payment terms, custom uptime reporting, and customer-owned derivative IP language.

Risk Scorecard

| Clause | Customer Request | Impact | Severity | Recommendation | Owner |

|---|---|---|---|---|---|

| Liability cap | Uncapped for data/security claims | Could exceed annual contract value by 10x+ | High | Cap at 12 months fees, carve out only willful misconduct | Legal |

| Payment terms | Net 90 | Cash flow delay on implementation staffing | Medium | Net 45 fallback; implementation fees due at kickoff | Finance |

| SLA credits | 99.99% with 20% monthly credit | Above current ops capability | High | 99.9% and 10% max credit | Support/Ops |

Fallback Positions

- **Liability:** Preferred: 12 months fees. Acceptable: 24 months fees for security claims. Walk-away: uncapped broad liability.

- **IP:** Preferred: company retains platform and derivative improvements. Acceptable: customer owns only customer-specific deliverables.

Approval Memo

Northstar is a strategic healthcare logo, but the current redlines create liability and operational obligations beyond our standard enterprise policy. Legal should lead liability/IP, finance should approve payment terms, and support must confirm SLA reporting capacity before signature.

Tips for Best Results

  • 💡Separate legal interpretation from business impact so each stakeholder can act quickly.
  • 💡Do not approve operational commitments unless the team that must deliver them has confirmed feasibility.
  • 💡Create fallback positions before negotiation; improvising under deal pressure usually gives away margin.
  • 💡Track post-signature obligations immediately so contract promises do not disappear after the win.