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Skills

Contract Drafting and Critical Review

6 weeks · 0 milestones

Draft or conduct a detailed legal review of a real contract — employment, service, partnership, or equivalent. Identify key provisions, flag risks, and note missing or poorly drafted clauses. Proof is the draft or marked-up contract plus a documented review by a qualified lawyer who identifies at least one clause risk you missed — your proposed corrective draft with legal rationale explaining the fix is a required part of the proof. The review must be from someone qualified to practise law in a relevant jurisdiction.

Milestone map

Milestone map

3 milestones

Draft a complete contract for a real transaction

4 weeks

Draft a complete contract for a real transaction or a clearly specified hypothetical — a freelance services agreement, a software licence, a non-disclosure agreement, or a simple goods supply contract. The draft must cover: parties and their obligations, payment terms, intellectual property ownership, limitation of liability, termination conditions, and dispute resolution. No blank fields or placeholder text — every clause must be populated with specific terms, not 'to be agreed'.

Proof required

Complete contract draft with all clauses fully populated (no blanks), covering: parties and obligations, payment terms, IP ownership, liability limitation, termination, and dispute resolution — with a one-paragraph note on the jurisdiction whose law governs the contract and why.

What gets checked

  • All clauses are fully populated — no 'TBD' or placeholder text in the final draft
  • Limitation of liability clause is present and specifies the cap or exclusions — not just 'liability is limited'
  • Governing law and jurisdiction are specified with a brief justification

Common mistakes

  • Copying a contract template and changing the party names without engaging with the specific terms — each clause must be consciously selected for the specific transaction
  • Omitting IP ownership provisions — this is the most commonly contested clause in services contracts and cannot be left to implication
  • Using 'commercially reasonable efforts' or similar vague obligations without defining them — ambiguous obligations are the primary source of contract disputes

Resources

Foundationstart here

What a verifier looks for

  • Check that all clauses are fully populated — no TBD or blank fields
  • Review the limitation of liability clause — confirm it specifies a cap or specific exclusions
  • Verify governing law and jurisdiction are specified

Analyse and critique a real contract for gaps and risks

3 weeks

Obtain a real publicly available contract (from SEC EDGAR filings, a disclosed government contract, or a standard-form published consumer contract) and produce a written risk analysis: identify the three highest-risk clauses or gaps, explain what the risk is, who bears it, and how it would be addressed in a redraft. The analysis must demonstrate understanding of how contract clauses interact — a limitation of liability clause may be undermined by an indemnity clause in the same contract.

Proof required

Contract risk analysis (500+ words) identifying three specific high-risk clauses or gaps with the risk explained (who bears it, when it materialises), plus a proposed redraft of each clause or gap, with the source of the analysed contract cited.

What gets checked

  • Three risks are identified with specific clause references — not general concerns about the contract
  • Each risk explains who bears it and the scenario in which it materialises
  • Proposed redraft addresses the identified risk specifically — not generic alternative language

Common mistakes

  • Identifying risks that are obvious without engaging with the contract language — 'there is no IP clause' is an observation, not a risk analysis
  • Analysing clauses in isolation without considering their interactions — a clause that looks protective in isolation may be voided by another clause
  • Proposing generic replacement language rather than language tailored to the specific transaction — the redraft must be as specific as the identified risk

Resources

Foundationstart here

What a verifier looks for

  • Confirm the analysed contract is a real publicly available contract — request the source citation
  • Review the three risks — confirm each is referenced to a specific clause with the risk scenario explained
  • Check proposed redrafts — confirm they address the identified risks specifically

Defend contract drafting decisions under lawyer review

1 week

Present both the drafted contract from M1 and the risk analysis from M2 to a qualified lawyer for a Q&A challenge. The reviewer must introduce a scenario where the drafted contract would fail — 'what happens if the service provider misses the deadline and the client claims consequential losses?', 'your IP ownership clause — does it cover work created before the contract was signed?' — and probe specific drafting choices. Document the challenges and your responses. This Q&A satisfies the ADVERSARIAL VERIFICATION RULE.

Proof required

Q&A notes (250+ words) documenting the reviewer's legal credentials, at least three specific scenario-based challenges to the contract drafting, your responses, and at least one clause redraft committed to based on the session.

What gets checked

  • Reviewer is a qualified lawyer with contract law experience in the relevant jurisdiction
  • At least three scenario-based challenges are documented — not general drafting feedback
  • At least one specific clause redraft is committed to based on the session

Common mistakes

  • Presenting to a non-lawyer who approves the structure without challenging the legal effect of specific clauses
  • Not being able to identify which clause would govern a given scenario — contract drafters must be able to navigate their own contracts under challenge
  • Acknowledging a gap without committing to a specific redraft — recognising a problem is only halfway to demonstrating competency

Resources

What a verifier looks for

  • Confirm the reviewer is a qualified lawyer with contract law experience
  • Review Q&A notes — confirm at least three scenario-based challenges are documented
  • Check that at least one specific clause redraft is committed to based on the session

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