Contract Review Assistant

Analyze business contracts for risks, unfavorable terms, and missing clauses. Get a plain-English summary of what you're signing.

What It Does

• Reads contracts (paste text or provide file path)
• Flags risky clauses: auto-renewal, non-compete, unlimited liability, IP assignment
• Checks for missing protections: termination rights, data ownership, SLA guarantees
• Scores overall risk (Low / Medium / High / Walk Away)
• Generates a negotiation checklist with suggested counter-terms

Usage

Paste your contract text or say: "Review the contract at [file path]"

Review Framework

1. Quick Summary

• Parties, effective date, term length
• What each side is agreeing to (plain English)
• Total financial commitment

2. Risk Flags (Red / Yellow / Green)

Red Flags (negotiate or walk):

• Unlimited liability or uncapped indemnification
• Automatic IP assignment for work product
• Non-compete broader than 12 months / reasonable geography
• Unilateral termination rights (they can, you can't)
• Auto-renewal with 60+ day notice requirement
• Mandatory arbitration in unfavorable jurisdiction
• "Most favored nation" pricing locks

Yellow Flags (negotiate if possible):

• Payment terms beyond Net 30
• Broad confidentiality surviving 3+ years
• Change-of-control provisions
• Audit rights without reasonable notice
• Force majeure that's too narrow or too broad

Green (standard, acceptable):

• Mutual termination for convenience with 30-day notice
• Standard limitation of liability (12 months of fees)
• Reasonable confidentiality (2 years, excludes public info)
• Clear data ownership and return provisions

3. Missing Clause Check

• [ ] Termination for convenience
• [ ] Data ownership and portability
• [ ] SLA with remedies (credits, termination right)
• [ ] Liability cap
• [ ] Insurance requirements
• [ ] Dispute resolution process
• [ ] Amendment process (written, mutual)
• [ ] Assignment restrictions

4. Negotiation Checklist

Generate specific counter-proposals for each red/yellow flag with market-standard alternatives.

5. Overall Risk Score

Rate the contract and provide a one-line recommendation.

Output Format

Deliver results as a structured report with clear sections. Use tables for clause-by-clause analysis. Bold the risk level for each flag.

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