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31 · Business · Legal Planning

Legal Issue Spotting

Organize contract, IP and regulatory questions for qualified counsel.

rechtsfragenpruefunggeneral-counsel-advisor

General Counsel Advisor — Legal Issue Spotting · Original SKILL.md

---
name: "general-counsel-advisor"
description: "General Counsel advisory for startups: contract review (MSA, SaaS, NDA, DPA, employment), IP strategy, term sheet decoding, and regulatory landscape mapping. Use when reviewing any contract or term sheet, deciding when to engage outside counsel, defining IP strategy, evaluating regulatory exposure (HIPAA, GDPR, FDA, fintech), or when user mentions general counsel, GC, legal review, contract risk, term sheet, IP assignment, or regulatory exposure. NOT a substitute for licensed counsel — surfaces questions to bring to qualified attorneys."
license: MIT
metadata:
  version: 1.0.0
  author: Alireza Rezvani
  category: c-level
  domain: general-counsel-leadership
  updated: 2026-05-12
  python-tools: contract_risk_scanner.py, term_sheet_analyzer.py
  frameworks: contract-review, ip-strategy, term-sheet-decoding, regulatory-mapping
---

# General Counsel Advisor

Strategic legal frameworks for startup General Counsels and founders without one. Contract risk, IP strategy, term sheet decoding, regulatory landscape.

This is **not legal advice**. It surfaces the right questions to bring to qualified outside counsel and catches the obvious traps before they reach a signature. Treat every output as a starting point for a conversation with a licensed attorney, not as a substitute for one.

## Keywords

general counsel, GC, legal review, contract review, MSA, SaaS agreement, NDA, DPA, employment agreement, contractor agreement, IP assignment, invention assignment, open source license, OSS compliance, term sheet, liquidation preference, anti-dilution, option pool, vesting, acceleration, drag-along, pro-rata, board composition, regulatory, HIPAA, GDPR, CCPA, FDA, MDR, fintech, BSA/AML, money transmitter, AI Act, indemnity, liability cap, force majeure, auto-renewal, choice of law, venue, non-compete, non-solicit

## Quick Start

```bash
# Scan a contract for risky clauses (uses bundled sample if no path given)
python scripts/contract_risk_scanner.py
python scripts/contract_risk_scanner.py path/to/contract.txt

# Analyze a term sheet for founder-friendliness
python scripts/term_sheet_analyzer.py
python scripts/term_sheet_analyzer.py path/to/term_sheet.json
```

## Key Questions (ask these first)

- **Who owns the IP being created or shared?** (Founders forget that contractors don't auto-assign IP without a written clause.)
- **What's the liability cap, and what's carved out?** (Standard: 12 months of fees, with carve-outs for IP infringement, data breach, willful misconduct.)
- **Is there a DPA in place if any personal data flows?** (GDPR, CCPA, state laws — non-negotiable if EU/CA data is touched.)
- **What's the termination right, notice period, and auto-renewal trap?** (5-year auto-renew with 60-day notice is a common founder mistake.)
- **Does this contract or product launch trigger a new regulatory regime?** (Healthcare → HIPAA. Fintech → BSA/AML. Medical device → FDA/MDR.)
- **For term sheets: liquidation preference, pre-money option pool, anti-dilution flavor?** (Three places where 5% of founder economics can quietly disappear.)

## Core Responsibilities

### 1. Contract Review

Standard contracts a startup signs in its first 5 years:

- **Vendor MSA** — Master Service Agreement (cloud, tooling, services)
- **Customer SaaS Agreement** — your standard customer paper + customer redlines
- **NDA** — mutual + one-way, with carve-outs for residuals + independent development
- **DPA** — Data Processing Agreement (required when personal data flows)
- **Employment Agreement** — offer letter, IP assignment, non-compete (where enforceable), arbitration
- **Contractor / 1099 Agreement** — IP assignment is critical; misclassification risk
- **Equity Agreements** — option grants, RSU agreements, advisor grants (FAST template, YC SAFE for advisors)

**Run** `contract_risk_scanner.py` on the text. It flags the 12 most common founder-killer clauses.

### 2. IP Strategy

- **Invention assignment** — every employee and contractor signs one. No exceptions.
- **Open source license compliance** — track every OSS dependency's license; AGPL and GPL trigger copyleft obligations.
- **Trade secrets** — define what's protected and how (clean room dev, access controls, NDAs).
- **Patents** — file provisional within 12 months of disclosure; PCT for international.
- **Trademarks** — register the word mark first, design mark second; clear before launch.
- **Copyright** — automatic on creation, but register for statutory damages eligibility.

See `references/ip_and_regulatory.md`.

### 3. Term Sheet Decoding

When a term sheet arrives, the difference between a founder-friendly and founder-hostile sheet often hides in three clauses:

- **Liquidation preference** — 1x non-participating is standard; 1x participating or 2x is hostile
- **Pre-money vs post-money option pool** — pre-money pool dilutes founders; post-money dilutes everyone proportionally
- **Anti-dilution** — broad-based weighted average is standard; full ratchet is hostile

**Run** `term_sheet_analyzer.py` to get a 0-100 founder-friendliness score with flags.

### 4. Regulatory Landscape

When to engage outside counsel **before** committing:

| Trigger | Regime | First Step |
|---|---|---|
| Healthcare data | HIPAA, HITECH, state breach laws | Specialist health-tech counsel |
| Cardholder data | PCI DSS (industry standard, not law, but contractually required) | QSA + counsel |
| Money movement | BSA/AML, state money-transmitter (50-state patchwork) | Fintech specialist |
| Medical device claims | FDA 510(k) / De Novo / PMA, MDR (EU), ISO 13485 | Medical-device specialist |
| EU residents' personal data | GDPR + EU AI Act if AI is deployed | EU privacy counsel |
| California residents | CCPA / CPRA | Privacy generalist |
| Securities (tokens, equity crowdfunding) | SEC rules (Reg D, Reg A+, Reg CF) | Securities counsel |
| Defense / aerospace customers | ITAR, EAR, DFARS, CMMC | Export-control counsel |
| AI in EU | EU AI Act (risk-tiered) | EU privacy + product counsel |
| AI for hiring (NYC, CO, IL) | Local bias-audit laws | Employment counsel |

See `references/ip_and_regulatory.md` for sequencing.

## Workflows

### Workflow 1: Contract Review
1. Save the contract as plain text
2. Run `contract_risk_scanner.py path/to/contract.txt`
3. For each HIGH risk finding, draft a counter-proposal
4. Bring the redline + counter-proposals to outside counsel
5. Log the decision via `/cs:decide`

### Workflow 2: Term Sheet Response
1. Save the term sheet as a JSON file matching the schema in `term_sheet_analyzer.py --help`
2. Run `python scripts/term_sheet_analyzer.py path/to/term_sheet.json`
3. Review the founder-friendliness score and per-clause flags
4. Negotiate the worst 3 clauses (don't try to win all 20)
5. Always have a securities/venture attorney review before signing
6. Log via `/cs:decide` with `/cs:freeze 30` to prevent regret-driven re-opening

### Workflow 3: IP Hygiene Audit
1. Confirm every employee and contractor (past 12 months) signed invention assignment
2. Run an OSS license inventory (`pip-licenses`, `license-checker` for npm)
3. Map AGPL/GPL dependencies and confirm compliance (or remove)
4. File provisional patents on novel inventions (12-month deadline from disclosure)
5. Register word-mark trademarks for the product name

### Workflow 4: Regulatory Trigger Assessment
1. List planned product features for the next 12 months
2. Map each feature to the trigger table in this document
3. For any HIPAA / FDA / fintech trigger, engage a specialist counsel **before** building
4. Document the regulatory roadmap and budget alongside the product roadmap
5. Pair with `cs-ciso-advisor` for ISO 27001 / SOC 2 sequencing

## Output Standard (when invoked via `/cs:gc-review`)

```
**Bottom Line:** [sign / negotiate / do not sign]
**The Risks:** [3 highest-severity issues]
**Counter-Proposals:** [specific language]
**Outside Counsel Action Items:** [what to bring to the attorney]
**Your Decision:** [the call only the founder can make]
```

## Adjacent Skills

- `c-level-advisor/skills/ciso-advisor/` — Compliance overlap (SOC 2, ISO 27001, HIPAA technical safeguards)
- `c-level-advisor/skills/cfo-advisor/` — Term sheet → dilution math
- `c-level-advisor/skills/ma-playbook/` — Acquisition agreements, integration playbooks
- `ra-qm-team/` — ISO 13485, MDR, FDA 510(k), GDPR execution
- `c-level-agents/skills/gc-review/SKILL.md` — `/cs:gc-review` slash command

## References

- [contracts_playbook.md](references/contracts_playbook.md) — Standard contracts, clause checklist, common founder traps
- [ip_and_regulatory.md](references/ip_and_regulatory.md) — IP protection + regulatory landscape mapping
- [term_sheet_decoder.md](references/term_sheet_decoder.md) — Term sheet glossary + founder-friendly defaults + pushback strategies

---

**Version:** 1.0.0
**Status:** Production Ready
**Disclaimer:** Not legal advice. Always engage qualified counsel for binding decisions.

When to use

Organize contract, IP and regulatory questions for qualified counsel.

What you get

The complete original guidance with attributed source and declared limitations.

How it works

Clarify the task and evidence, then apply relevant source instructions within authorized scope.

Requirements

Relevant jurisdiction, documents, transaction context and qualified reviewer.

Delivery and review notes

Brief source danger screening: full-text pattern triage and review of flagged passages, not a comprehensive audit or functional test. This is issue spotting, not legal advice. Patent disclosure windows, copyleft obligations and regulatory statements are jurisdiction-sensitive; do not rely on a universal twelve-month grace period. Referenced scripts, templates, integrations and sibling skills are not supplied or installed unless explicitly listed as included. External calls, account changes, messages and file writes require the actual user task and authorization.

Starting prompt

Use Legal Issue Spotting for [TASK]. Ask for missing inputs: Relevant jurisdiction, documents, transaction context and qualified reviewer. Identify assumptions and missing tools before execution; do not claim results or approvals without evidence.

Not for

Claiming runtime installation, certified safety, verified numerical outputs or permission for external actions merely from loading this source.

What M11 added

German routing, task scope and source limitations. Original author attribution: Alireza Rezvani. Brief source danger screening: full-text pattern triage and review of flagged passages, not a comprehensive audit or functional test. This is issue spotting, not legal advice. Patent disclosure windows, copyleft obligations and regulatory statements are jurisdiction-sensitive; do not rely on a universal twelve-month grace period. Referenced scripts, templates, integrations and sibling skills are not supplied or installed unless explicitly listed as included. External calls, account changes, messages and file writes require the actual user task and authorization.

Original authorship remains with alirezarezvani/claude-skills · Original source ↗

Original license & copyright

MIT License

Copyright (c) 2025 Alireza Rezvani

Permission is hereby granted, free of charge, to any person obtaining a copy
of this software and associated documentation files (the "Software"), to deal
in the Software without restriction, including without limitation the rights
to use, copy, modify, merge, publish, distribute, sublicense, and/or sell
copies of the Software, and to permit persons to whom the Software is
furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all
copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE
AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE
SOFTWARE.

Source SHA-256: 57f3c7afd76e8a7babbf81d2f70c03346987cc0de3db6a7d1c8a6e6a4d6291a3
Snapshot checked: 2026-09-28T15:50:31.645Z

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