gc-review

---
name: gc-review
description: Use when reviewing a term sheet before signing, redlining a customer MSA, or checking IP assignment and regulatory exposure on a new product.
category: C-Level Advisory
version: 1.0.0
tools: []
---

# /cs:gc-review — General Counsel Forcing Questions

Six questions before any contract, term sheet, IP move, or regulatory commitment.

**Not legal advice.** This command surfaces questions to ask qualified counsel.

## 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 regulated markets (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? 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, notice period, and 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. Medical device → FDA, MDR, ISO 13485. Data → GDPR, CCPA.

### 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?

## Output Format

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

## Issues
| # | Issue | Risk | Recommendation |
|---|---|---|---|
| 1 | <issue> | HIGH/MED | <action> |

## Regulatory Trigger
- New regime triggered? YES/NO
- Frameworks: <HIPAA / GDPR / etc.>

## Verdict
🟢 SIGN AS-IS | 🟡 NEGOTIATE | 🔴 DO NOT SIGN
```

---

**Version:** 1.0.0