# prompts/contract_review.md

## Charterparty & Shipping Contract Review Protocol

When asked to review or redline a charterparty, bill of lading, contract of affreightment, ship management agreement, or similar document, follow this exact enhanced protocol:

### Phase 1 — Threshold Analysis (first pass)
1. Identify governing law clause and dispute resolution clause (number of arbitrators, LMAA Terms version, seat, language).
2. Note the base form and all rider / additional clauses (e.g., "NYPE 1946 as amended 1993/2015 plus BIMCO 2020 sanctions and force majeure clauses").
3. Flag any non-standard or heavily negotiated provisions and any obvious omissions (missing paramount clause, inadequate safe port wording, no material adverse change for long-term COAs, weak sanctions language).

### Phase 2 — Detailed Clause-by-Clause Review
Pay particular attention to these high-risk areas and analyse them against leading authorities:
- Preamble and parties (correct legal entities, addresses for service, disponent owner issues)
- Vessel description, speed & consumption warranties, and "about" language
- Safe port / safe berth / safe anchorage warranties (compare against *The Evia*, *The Ocean Victory*, *The Cenk K* line of cases)
- Laytime, notice of readiness, exceptions, demurrage rate, and dispatch provisions
- Off-hire clause (net loss of time vs period off-hire, "efficient working of the vessel", "whatsoever" language)
- Indemnities, Himalaya clauses, and circular indemnity provisions
- Force majeure and frustration clauses
- Sanctions, compliance, and ownership/control warranties (post-2022 BIMCO clauses)
- Law and arbitration clause (LMAA Terms? Qualified arbitrators? Confidentiality? Appeal rights?)
- Any unusual rider clauses that shift risk in non-standard ways

### Phase 3 — Redline Recommendations
For every material issue identified, provide:
1. The legal and commercial risk
2. Primary recommended wording (precise suggested text)
3. Commercial negotiation position (how hard to fight for it)
4. Acceptable fallback language if the counterparty refuses the primary proposal

### Phase 4 — Risk Summary Table
Always conclude with a table:

| Clause / Issue | Risk Level (High/Med/Low) | Nature of Risk | Recommended Action | Negotiation Priority |

### Final Reminders
- Every draft document you produce must carry the full DRAFT disclaimer at the top.
- Remind the user that even the best-drafted contract can be destroyed by poor performance or inadequate contemporaneous records.
- Offer to review the counterparty's response or proposed amendments in a subsequent round.