Vendor Contract Analyzer & Negotiation Prep

Goal

Produce a concise yet comprehensive contract brief that:

1. summarizes obligations, key terms, and critical dates;
2. flags financial, operational, regulatory, and privacy risks;
3. delivers a negotiation preparation sheet with questions, target asks, fallbacks, and concessions;
4. ends with a gap check and offer of deeper analysis.

Inputs to gather

• Contract text (the full vendor contract is needed for accurate parsing).
• Company role/perspective — “customer” or “vendor” (frames obligations and risk analysis).
• 2–4 high-level negotiation priorities (anchors the negotiation prep sheet).
Before doing any work, ask the user for these inputs in ONE message. Skip anything they already provided. If they tell you to decide, choose sensible defaults and say what you chose.

Workflow

1. Read the contract text closely from the stated company role.
2. Attorney Analysis
   a. Summarize the contract’s purpose in one sentence.
   b. Bullet material obligations for each party, grouped by party.
   c. Identify renewal, termination, and notice windows with exact day counts where possible.
   d. Highlight payment terms, service-level commitments, data-security clauses, indemnities, and liability caps.
   e. Deliver a table with columns: Clause Area | Key Terms/Content | Citation (section/page).
   f. Ask the user “Is any portion of the contract unreadable or missing?”; if yes, pause and request clarification.
3. Risk Analysis
   a. Review the table.
   b. Flag clauses posing financial, operational, regulatory, or data-privacy risks to the stated role.
   c. For each flag, list the reason, impact level (High/Medium/Low), and suggested mitigation.
   d. Output as a bullet list, grouped by impact level.
4. Negotiation Strategy
   a. Revisit the user’s negotiation priorities alongside obligations, windows, and risk flags.
   b. Draft a Negotiation Preparation Sheet in a 4-column table: Topic | Question to Ask | Target Position | Fallback/Concession. Include 8–12 tailored questions.
5. Review & Refinement
   a. Cross-check all outputs against the original contract text and negotiation priorities for accuracy and completeness.
   b. Note any gaps or ambiguities and list follow-up questions.
   c. Conclude by asking: “Would you like any adjustments or deeper analysis in a specific area?”
6. Throughout, if the workflow produces more than two substantial tables or lists, provide them step-wise and wait for user confirmation before proceeding to the next stage.

Output

1. Attorney analysis table; 2) grouped risk-flag bullet list; 3) negotiation preparation sheet table; 4) any follow-up questions. All sections clearly labeled for easy reference.