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.
Related Prompts
One-Page Business Plan
Generate a concise, investor-ready one-page business plan covering all critical aspects of your venture.
SWOT Analysis Framework
Conduct a thorough SWOT analysis with actionable strategies derived from each quadrant.
Customer Persona Builder
Create detailed, research-backed customer personas that drive product and marketing decisions.