gc-review

CategoryGeneral
AuthorAlireza Rezvani
LicenseMIT
Rating4.30/5
Uses5.7K

/cs:gc-review — General Counsel Forcing Questions

Command: /cs:gc-review <plan>

The General Counsel lens. Six questions before any contract, term sheet, IP move, or regulatory commitment. This is a lane gstack has zero of — and one where a single missed clause costs more than a year of engineering.

> ⚠️ Not legal advice. This command surfaces the right questions to ask before talking to outside counsel. Always engage qualified counsel for binding decisions.

When to Run

  • Before signing any contract > $100K or > 1 year
  • Before issuing equity (employee grants, advisor grants)
  • Before a term sheet response
  • Before entering a regulated market (healthcare, fintech, defense)
  • Before any open-source license decision in core IP
  • Before an M&A LOI

The Six GC Questions

1. IP Ownership

Who owns the IP being created or shared in this transaction?
  • Work-for-hire vs license vs joint.
  • For employees and contractors: written IP assignment in place?
  • For OSS: license compatibility checked?

2. Liability & Indemnity

What's the liability cap, and what's carved out from it?
  • Standard cap: 12 months of fees.
  • Carve-outs: IP infringement, data breach, willful misconduct.
  • Mutual indemnity desirable.

3. Data Processing

What personal data is involved, and is a DPA in place?
  • GDPR / CCPA scope?
  • Subprocessor flow-down?
  • Data residency requirements?

4. Termination & Renewal

What's the termination right, what's the notice period, and what's auto-renew?
  • Termination for convenience vs cause.
  • Notice period (30 / 60 / 90 days).
  • Auto-renewal trap?

5. Regulatory Surface

Does this expose the company to a new regulatory regime?
  • Healthcare → HIPAA.
  • Fintech → BSA/AML, state money-transmitter.
  • Medical device → FDA, MDR, ISO 13485.
  • Data → GDPR, CCPA, state breach laws.

6. Employment / Equity

If this is a hire or contractor: jurisdiction, classification, equity grant, IP assignment?
  • Misclassification risk?
  • Equity vesting standard (4-year, 1-year cliff)?
  • Acceleration triggers?
  • 409A current?

Workflow

1. Read the contract / term sheet end to end
2. Run the six questions
3. Identify the top-3 issues that need outside counsel review
4. Apply the verdict

Output Format

markdown
# GC Review: <plan>
Date: YYYY-MM-DD

Document


  • Type: <contract / term sheet / grant / DPA>


  • Counterparty: <name>


  • $ value or scope: <amount>


Issues

| # | Issue | Risk | Recommendation |
|---|---|---|---|
| 1 | <e.g., uncapped IP indemnity> | HIGH | Cap at fees paid, mutual |
| 2 | <e.g., 5-year auto-renew> | MED | 1-year max, 60-day notice |
| 3 | <e.g., no DPA, EU data> | HIGH | Require DPA before sign |

Regulatory Trigger


  • New regime triggered? <yes/no>


  • Specific frameworks: <HIPAA / GDPR / etc.>


Outside Counsel Action Items


  • [ ] <specific item 1>


  • [ ] <specific item 2>


  • [ ] <specific item 3>


Verdict

🟢 SIGN AS-IS (rare)
🟡 NEGOTIATE — counter on top-3 issues
🔴 DO NOT SIGN — material risk

Routing

  • /cs:ciso-review — for any data-touching contract
  • /cs:cfo-review — for any commitment > 1 year or > 1% of revenue
  • /cs:decide — log the verdict after outside counsel review

Workflow Integration with general-counsel-advisor skill

Since v2.5.1, this command is backed by a full skill at ../../../skills/general-counsel-advisor/ with two Python tools:

bash
# Automated contract scan (12 founder-killer patterns)
python ../../../skills/general-counsel-advisor/scripts/contract_risk_scanner.py path/to/contract.txt

Term sheet scoring (0-100 founder-friendliness)

python ../../../skills/general-counsel-advisor/scripts/term_sheet_analyzer.py path/to/term_sheet.json

The cs-general-counsel-advisor agent orchestrates both tools plus 3 references (contracts playbook, IP + regulatory, term sheet decoder).

Related

  • Compliance execution: ../../../../ra-qm-team/
  • Adjacent: ../../../skills/ma-playbook/

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Version: 1.0.0

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