general-counsel-advisor

Overview of general-counsel-advisor skill

What general-counsel-advisor is for

general-counsel-advisor is a Claude skill for startup legal triage: contract review, IP ownership checks, venture term sheet decoding, and regulatory exposure mapping. It is built for founders, operators, finance leads, and startup teams that need to identify legal risk before sending materials to outside counsel.

The skill is not a lawyer and does not provide legal advice. Its practical value is in turning messy legal questions into structured issue lists, red-flag summaries, negotiation questions, and counsel-ready briefing notes.

Best-fit users and legal workflows

The general-counsel-advisor skill is strongest when you are reviewing common startup legal documents, including:

• MSAs, SaaS agreements, NDAs, DPAs, SOWs, employment and contractor agreements
• Founder, advisor, employee, contractor, and invention assignment questions
• Venture term sheets, especially liquidation preference, anti-dilution, option pool, board, drag-along, and protective provision issues
• Regulatory triggers involving GDPR, HIPAA, FDA, fintech, healthcare, data processing, or AI training on customer data

It is especially useful when a startup does not yet have an in-house GC but still needs a repeatable legal intake workflow.

What makes this skill different from a generic prompt

A generic prompt can summarize a contract. general-counsel-advisor adds startup-specific legal playbooks, clause traps, and triage scripts. The repository includes reference files for contracts, IP/regulatory review, and term sheets, plus Python tools for scanning contract text and scoring term sheet structure.

That makes it better suited for “what should we worry about before signing?” than for open-ended legal brainstorming.

Important limitation before adoption

Use this skill to prepare for legal review, not to replace it. It can miss jurisdiction-specific rules, negotiation context, unusual drafting, enforceability issues, and current legal developments. For signatures, financing, employment disputes, regulated products, or investor negotiations, treat the output as a briefing for licensed counsel.

How to Use general-counsel-advisor skill

general-counsel-advisor install and file path

Install from the repository skill path:

npx skills add alirezarezvani/claude-skills --skill general-counsel-advisor

The source lives at:

c-level-advisor/skills/general-counsel-advisor

After install, read SKILL.md first to understand triggers, scope, and workflow. Then inspect:

• references/contracts_playbook.md for common startup agreement issues
• references/ip_and_regulatory.md for IP ownership and regulatory mapping
• references/term_sheet_decoder.md for venture financing clause interpretation
• scripts/contract_risk_scanner.py for automated contract red-flag scanning
• scripts/term_sheet_analyzer.py for structured term sheet scoring

Inputs that produce better legal triage

For contract review, provide the agreement type, your role, negotiation leverage, jurisdiction if known, business context, and the clauses you are worried about. Do not ask only “review this contract”; ask for a risk-ranked review tied to your business goal.

Stronger prompt example:

Use general-counsel-advisor for Legal. We are a B2B SaaS startup signing a vendor MSA as the customer. Review the pasted clauses for auto-renewal, liability cap, indemnity, IP ownership, data use, DPA requirements, and termination. Output: high/medium/low risk table, founder-friendly fallback language, and questions for outside counsel. We process EU customer personal data and cannot allow vendor AI training on our data.

For term sheets, include the round, valuation, raise amount, liquidation preference, anti-dilution, option pool treatment, board composition, vesting, protective provisions, information rights, and drag-along language.

Practical workflow for contract and term sheet review

Use a two-pass workflow:

1. Triage pass: Ask the skill to identify red flags, missing clauses, asymmetries, and business consequences.
2. Counsel-prep pass: Ask for negotiation positions, fallback language, and attorney questions.

For contract text, you can also run:

python scripts/contract_risk_scanner.py path/to/contract.txt

For term sheet JSON, use:

python scripts/term_sheet_analyzer.py path/to/term_sheet.json

The scripts are stdlib-only and useful for repeatable first-pass screening, but the Claude skill gives better context-aware interpretation.

Prompt patterns that work well

Use prompts that specify output format and risk tolerance:

• “Create a signature-readiness memo for the CEO.”
• “List must-negotiate, nice-to-have, and accept-as-is clauses.”
• “Explain each issue in business terms, not legal jargon.”
• “Flag anything that should go to outside counsel before we respond.”
• “Compare this term sheet against founder-friendly Series A defaults.”

This helps the skill produce action-oriented guidance instead of a generic legal summary.

general-counsel-advisor skill FAQ

Is general-counsel-advisor legal advice?

No. general-counsel-advisor is a legal triage and preparation skill. It helps spot common startup risks, organize issues, and prepare better questions for attorneys. It should not be used as the final authority for contract signing, employment actions, securities matters, regulatory compliance, or disputes.

When is this skill better than ordinary Claude usage?

Use the general-counsel-advisor skill when you want startup-specific legal structure: clause traps, founder-friendly defaults, venture financing issue spotting, IP assignment checks, and regulatory trigger mapping. Ordinary prompts are fine for plain-language summaries, but this skill is better for deciding what deserves negotiation or counsel review.

Is it suitable for non-lawyers?

Yes, if used for triage. The references are written around founder and operator concerns: liability caps, data use, IP ownership, non-competes, auto-renewals, and term sheet economics. Non-lawyers should still avoid treating the output as permission to sign.

When should I not use this skill?

Do not rely on it for jurisdiction-specific legal conclusions, litigation strategy, tax structuring, immigration, employment termination decisions, securities filings, healthcare legal opinions, or regulated financial product launches. In those cases, use it only to draft a clear issue memo for qualified counsel.

How to Improve general-counsel-advisor skill

Improve general-counsel-advisor inputs with context

The most common failure mode is under-specifying the business situation. Add:

• Your company role: customer, vendor, employer, founder, investor, borrower
• Agreement type and stage: first draft, redline, final signature, renewal
• Negotiation leverage: strategic vendor, enterprise customer, standard paper, must-close deal
• Data and IP facts: personal data, source code access, AI training, contractor work, open-source use
• Jurisdiction and regulated industry signals, if known

This lets the skill rank risk by practical impact instead of listing every possible legal concern.

Ask for decision-ready outputs

Better outputs come from asking for a concrete artifact. Useful formats include:

• CEO one-page risk memo
• Redline issue list
• Outside counsel question list
• Negotiation fallback table
• Term sheet founder-economics summary
• IP ownership gap checklist
• Regulatory trigger map

For example: “Give me a counsel-ready memo with facts assumed, risks found, missing facts, recommended negotiation positions, and questions counsel must answer.”

Validate script findings with human review

The included scripts can flag common patterns, but they are pattern matchers, not legal reasoning engines. A contract may use unusual wording, define terms elsewhere, or offset a risky clause with another provision. After running contract_risk_scanner.py or term_sheet_analyzer.py, ask the skill to interpret the findings against the full deal context.

Iterate after the first answer

Do not stop at the first review. Ask follow-ups such as:

• “Which three issues are most likely to matter economically?”
• “What can we accept if the counterparty refuses?”
• “What missing facts would change your recommendation?”
• “Rewrite this as an email to counsel.”
• “Convert this into negotiation language for the other side.”

This turns general-counsel-advisor from a document summarizer into a repeatable startup legal intake workflow.