Trigger this skill when the user submits a contract text, transaction arrangement, commercial agreement, or description of a legal relationship and needs an assessment of potential legal disputes or breach-of-contract risks.
Typical trigger scenarios include, but are not limited to:
- The user asks for a contract review and identification of potential risks
- The user asks whether a transaction arrangement has performance obstacles
- The user describes difficulties in contract performance and needs a judgment on whether they constitute breach
- The user asks for a risk rating of contract clauses
- The user provides an agreement between two or more parties and asks to identify likely dispute focal points
- The user describes an already-occurred performance deviation and needs an assessment of legal consequences
- Forward-looking risk identification in contract review, due diligence, deal negotiation, and similar scenarios
This skill focuses on two core questions—"whether legal disputes may arise" and "whether
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Trigger this skill when the user submits a contract text, transaction arrangement, commercial agreement, or description of a legal relationship and needs an assessment of potential legal disputes or breach-of-contract risks.
Typical trigger scenarios include, but are not limited to:
- The user asks for a contract review and identification of potential risks
- The user asks whether a transaction arrangement has performance obstacles
- The user describes difficulties in contract performance and needs a judgment on whether they constitute breach
- The user asks for a risk rating of contract clauses
- The user provides an agreement between two or more parties and asks to identify likely dispute focal points
- The user describes an already-occurred performance deviation and needs an assessment of legal consequences
- Forward-looking risk identification in contract review, due diligence, deal negotiation, and similar scenarios
This skill focuses on two core questions—"whether legal disputes may arise" and "whether breach risks exist"—
and outputs a structured risk inventory with response recommendations.
Breach of contract (违约): A party fails to perform contractual obligations or performs inconsistently with the agreement.
Anticipatory breach (预期违约): Before the performance period expires, a party clearly indicates, or demonstrates by conduct, that it will not perform its main obligations.
Fundamental breach (根本违约): A breach that renders the purpose of the contract unattainable.
Change of circumstances (情势变更): After contract formation, a material change in objective circumstances makes continued performance clearly unfair.
Force majeure (不可抗力): Objective circumstances that could not be foreseen, avoided, and overcome.
Contract interpretation dispute: Parties have different understandings of the meaning of contractual clauses.
Standard-form clause risk (格式条款风险): The party providing standard-form clauses fails to fulfill reasonable notice and explanation duties.
Validity defect (效力瑕疵): The contract may be held void or voidable for reasons such as violation of mandatory legal provisions.
Complete Workflow
Stage 1: Information Gathering and Preprocessing
Step 1.1 → Confirm the object of analysis
├── Clarify the scope of the contract/agreement/transaction arrangement to analyze
├── Confirm the parties' identities and roles (Party A / Party B / third party)
├── Confirm the user's stance (on whose behalf risk identification is conducted)
└── Confirm the analytical focus (full review vs specific clauses / specific risks)
Step 1.2 → Collect background information
├── Background to signing and commercial purpose
├── Basic party information (qualifications, credit, performance capacity)
├── Current performance status (not yet performed / partially performed / completed)
├── Known disputes or disagreements
└── Relevant industry practice and regulatory requirements
Step 1.3 → Text preprocessing
├── Read the full text and build an overall contract framework understanding
├── Mark key clauses (core rights and obligations, breach liability, dispute resolution)
├── Identify contract type (sale, lease, services, cooperation, investment, etc.)
└── Mark missing or ambiguous information
Stage 2: Clause-Level Risk Scan
Step 2.1 → Review core clauses one by one
Systematically review each of the following clause categories:
┌─ Party clauses ────────────────────────────────┐
│ □ Are the contracting parties properly qualified │
│ □ Are there agency / representative authority │
│ issues? │
│ □ Do party qualifications meet contractual │
│ requirements? │
└──────────────────────────────────────────────────┘
┌─ Subject-matter clauses ───────────────────────┐
│ □ Is the subject matter / service description │
│ clear and specific? │
│ □ Are quality standards clear and measurable? │
│ □ Are quantity / scope determined? │
└──────────────────────────────────────────────────┘
┌─ Price and payment clauses ────────────────────┐
│ □ Is the pricing method clear? │
│ □ Are payment conditions and timing clear? │
│ □ Is there a price adjustment mechanism? │
│ □ Are invoicing and tax arrangements clear? │
└──────────────────────────────────────────────────┘
┌─ Performance clauses ──────────────────────────┐
│ □ Is the performance period clear? │
│ □ Is the method of performance specific? │
│ □ Is the place of performance determined? │
│ □ Are acceptance standards and procedures clear? │
│ □ Are delivery conditions complete? │
└──────────────────────────────────────────────────┘
┌─ Breach liability clauses ─────────────────────┐
│ □ Are breach scenarios sufficiently enumerated? │
│ □ Is the liquidated damages ratio reasonable │
│ (too high / too low)? │
│ □ Is the scope of damages clear? │
│ □ Are liability limitation clauses fair? │
│ □ Are exemption clauses lawful and valid? │
└──────────────────────────────────────────────────┘
┌─ Amendment and termination clauses ────────────┐
│ □ Are termination conditions clear? │
│ □ Are unilateral termination rights reciprocal? │
│ □ Are consequences of termination clearly agreed?│
│ □ Are amendment procedures proper? │
└──────────────────────────────────────────────────┘
┌─ Dispute resolution clauses ───────────────────┐
│ □ Is the dispute resolution method clear │
│ (litigation / arbitration)? │
│ □ Is the competent court / arbitral institution │
│ determined? │
│ □ Is the governing law clear? │
│ □ Are there pre-dispute procedures │
│ (negotiation / mediation)? │
└──────────────────────────────────────────────────┘
Step 2.2 → Review relationships among clauses
├── Check for contradictions or conflicts among clauses
├── Check whether rights and obligations are reciprocal and balanced
├── Check for logical gaps (e.g., a condition triggers with no corresponding consequence)
├── Check consistency between annexes and the main text
└── Check that defined terms are used consistently
Step 2.3 → Identify omitted clauses
├── Compare against a checklist of common clauses for this contract type; identify gaps
├── Assess how much missing clauses affect risk
└── Mark key clauses that should be supplemented
Stage 3: Transaction-Level Risk Assessment
Step 3.1 → Analyze transaction structure
├── Is the transaction structure reasonable and lawful?
├── Is the flow of funds clear?
├── Are there special arrangements such as circular deals or related-party transactions?
├── Are security / credit enhancement measures adequate?
└── Are the links among transaction stages tightly connected?
Step 3.2 → Assess counterparty risk
├── Counterparty performance capacity (financial condition, technical capability, resource reserves)
├── Counterparty willingness to perform (historical credit, industry reputation)
├── Counterparty legal risk (litigation, administrative penalties, dishonest-debtor records)
└── Organizational stability (equity changes, management changes)
Step 3.3 → Validate commercial logic
├── Does the contractual arrangement accord with ordinary commercial sense?
├── Is profit allocation sustainable?
├── Are there fragile links that over-depend on a single condition?
└── Is the exit mechanism feasible?
Stage 4: Environment-Level Risk Assessment
Step 4.1 → Legal and policy risk
├── Does the industry involved have special regulatory requirements?
├── Is administrative approval / filing required?
├── Is there a reasonable expectation of legal or policy change?
├── Do special regimes such as foreign investment or cross-border transactions apply?
└── Do compliance requirements such as antitrust or data protection apply?
Step 4.2 → Market and economic risk
├── Is there potential for large price swings in the subject matter?
├── Exchange-rate risk (cross-border contracts)
├── Supply-chain risk
└── Industry cyclical risk
Step 4.3 → Force majeure and unexpected events
├── Does the force majeure clause cover major risk scenarios?
├── Are notice duties and burden of proof clear?
└── Is the handling of force majeure consequences reasonable?
Stage 5: Comprehensive Risk Rating and Output
Step 5.1 → Classify and aggregate risks
Classify all identified risks along these dimensions:
├── By risk type: dispute risk / performance risk / compliance risk / validity risk
├── By risk layer: clause-level / transaction-level / environment-level
└── By affected party: own-side risk / counterparty risk / shared risk
Step 5.2 → Rate risks
Rate each risk (see "Confidence and Risk-Level Annotation System")
Step 5.3 → Generate response recommendations
For each risk, propose:
├── Preventive measures (contract amendment suggestions)
├── Control measures (performance management suggestions)
└── Remedial measures (response strategy after a dispute arises)
Step 5.4 → Output a structured report
Generate the final report according to the "Output Format Templates"
Common Domains and Legal Sources Cross-Reference
I. General Legal Sources
Law / regulation
Relevant provisions
Applicable scenarios
《民法典》 Civil Code, Book on Contracts (Book Three)
Arts. 464–988
Baseline rules for all contract types
《民法典》 Civil Code, General Provisions
Arts. 143–157
Validity of civil juristic acts
《民法典》 Civil Code, Contracts · General Rules
Arts. 509–534
Rules on contract performance
《民法典》 Civil Code, Contracts · General Rules
Arts. 577–594
Breach liability
《民法典》 Civil Code, Contracts · General Rules
Arts. 535–542
Contract preservation (subrogation, revocation)
《最高人民法院关于适用〈中华人民共和国民法典〉合同编通则若干问题的解释》 SPC Interpretation on Several Issues Concerning the Application of the General Rules of the Contracts Book of the Civil Code of the PRC
Full text
Guidance for adjudicating contract disputes
II. Specialized Sources by Contract Type
Contract type
Primary legal sources
Key focus provisions / areas
Sale contracts
Civil Code Arts. 595–647; SPC judicial interpretation on sale contracts
Risk transfer of subject matter, quality objection period, retention of title
Construction project contracts
Civil Code Arts. 788–808; Construction Project Judicial Interpretation (I)
Project quality, schedule delay, price settlement, actual constructors
Lease contracts
Civil Code Arts. 703–734
Lease-term limits, right of first refusal to purchase, sublease restrictions
Validity of valuation adjustment (VAM) clauses, priority rights, shareholder information rights
IP license contracts
Copyright Law, Patent Law, Trademark Law
Scope of license, warranty against title defects, infringement risk
Guarantee / security contracts
Civil Code Arts. 681–702; judicial interpretation on the security system
Scope of security, independent guarantees, maximum-amount security
III. Specialized-Domain Sources
Domain
Legal sources
Risk focus
Antitrust
Anti-Monopoly Law
Monopoly agreements, abuse of dominant market position
Data compliance
Personal Information Protection Law, Data Security Law
Authorization for data processing, cross-border transfer
Consumer protection
Law on the Protection of Consumer Rights and Interests
Validity of standard-form clauses, punitive damages for fraud
Bidding and tendering
Bidding and Tendering Law
Consistency between winning bid contract and tender documents
International trade
CISG, UCP600, Incoterms
Trade terms, letter-of-credit conditions, governing law
Verification and Screening Rules
I. Verification Standards for Risk Identification
Each identified risk must pass the following "Four-Element Verification":
┌──────────────────────────────────────────────────┐
│ Four-Element Risk Verification │
│ │
│ 1. [Factual basis] Is the risk grounded in │
│ contract text or facts? │
│ → Must point to specific clauses or facts │
│ → No speculation from thin air │
│ │
│ 2. [Legal basis] Is the risk supported by legal │
│ norms? │
│ → Cite specific statutes or judicial │
│ interpretations │
│ → Or cite recognized legal principles / │
│ judicial practice │
│ │
│ 3. [Causal logic] Is the reasoning chain from │
│ facts to risk complete? │
│ → Clause defect → possible dispute scenario → │
│ adverse consequence │
│ → No leaps in the logic chain │
│ │
│ 4. [Realistic possibility] Does the probability │
│ of occurrence warrant reasonable attention? │
│ → Exclude extremely remote events (unless │
│ consequences are extremely severe) │
│ → Consider common dispute types in industry │
│ practice │
└──────────────────────────────────────────────────┘
II. Risk Screening Rules
Rule 1: Materiality screening
→ Prioritize risks that may render the contract void / voidable
→ Prioritize risks that may cause material economic loss
→ Prioritize risks that may render the contractual purpose unattainable
Rule 2: Actionability screening
→ Prioritize risks preventable by contract amendment
→ Prioritize risks controllable through performance management
→ For uncontrollable risks, still report but mark as "uncontrollable"
Rule 3: Deduplication
→ Merge multiple manifestations arising from the same root cause into one risk item
→ Annotate relationships among risks
Rule 4: Stance relevance
→ Adjust priority ranking according to the user's represented stance
→ Prioritize reporting risks adverse to one's own side
Output Format Templates
Template 1: Full Risk Analysis Report
# Dispute and Performance Risk Analysis Report
## Basic Information
- **Contract name**: [contract name]
- **Contract type**: [contract type]
- **Parties**: [Party A] vs [Party B] (analytical stance: [represented party])
- **Analysis date**: [date]
- **Information completeness**: [complete / partially missing (specify missing items)]
## Risk Overview
| Risk level | Count | Share |
|----------|------|------|
| 🔴 High risk | X items | X% |
| 🟡 Medium risk | X items | X% |
| 🟢 Low risk | X items | X% |
**Overall risk assessment**: [one-sentence summary]
## Risk Inventory
### 🔴 High Risk
#### Risk 1: [risk name]
- **Risk type**: dispute risk / performance risk / compliance risk / validity risk
- **Risk layer**: clause-level / transaction-level / environment-level
- **Related clause(s)**: Art. X, para. X (quote original text)
- **Risk description**: [specific description of the risk and possible dispute scenarios]
- **Legal basis**: [cite specific legal provisions]
- **Probability of occurrence**: high / medium / low
- **Impact severity**: severe / substantial / ordinary
- **Response recommendations**:
- Prevention: [contract amendment suggestions]
- Control: [performance management suggestions]
- Remedy: [response after a dispute arises]
- **Confidence**: [high / medium / low, with explanation]
### 🟡 Medium Risk
[same format as above]
### 🟢 Low Risk
[same format as above]
## Key Recommendations Summary
1. [most important recommendation]
2. [next most important recommendation]
3. ...
## Limitations of the Analysis
- [explain how missing information affects the analysis]
- [explain uncertainty in legal application]
- [other reservations]
Applying a generic risk checklist and ignoring case-specific features
First understand the commercial logic of the specific deal, then analyze accordingly
T-06
Literal-text trap
Analyzing only the written contract, ignoring oral agreements, trade customs, and industry practice
Proactively ask for background information beyond the contract text
T-07
Liquidated-damages panacea trap
Believing that agreeing liquidated damages fully protects rights
Assess enforceability (counterparty ability to pay) and the likelihood of judicial adjustment
T-08
Arbitration-clause neglect trap
Failing to review the validity of the arbitration clause and its pros/cons for one's own side
Specifically review dispute resolution clauses; weigh arbitration vs litigation
Special Scenario Handling
Scenario 1: Contract Partially Performed
Handling points:
1. Distinguish risks for performed vs unperformed portions
2. Assess whether the performed portion has defects (which may trigger retrospective disputes)
3. Focus on whether changes during performance were confirmed in writing
4. Compare the risks of continued performance versus terminating the contract
5. Note limitation periods / time bars that have already run or are about to expire
Scenario 2: Standard-Form / Form Contracts
Handling points:
1. Focus on whether notice and explanation duties for standard-form clauses were fulfilled
2. Identify clauses that may be held to "exempt one's own liability, aggravate the other party's liability, or exclude the other party's main rights"
3. Assess conflicts between standard-form clauses and non-standard clauses (handwritten / supplemental clauses)
4. Focus on application of Civil Code Arts. 496–498
5. For consumer contracts, additionally apply the Law on the Protection of Consumer Rights and Interests
Scenario 3: Cross-Border Contracts
Handling points:
1. Confirm the validity of the governing-law clause
2. Assess uncertainty of applying foreign law
3. Review dispute resolution clauses (international arbitration vs domestic litigation)
4. Focus on foreign-exchange controls and approval requirements
5. Assess feasibility of cross-border enforcement
6. Note application of international treaties (e.g., automatic application and opt-out of CISG)
Handling points:
1. Map the rights-and-obligations relationships among all parties
2. Identify "chain-break" risk (one party's breach triggering cascading effects)
3. Assess conflicts of interest among the parties
4. Review fairness of related-party transactions
5. Focus on information asymmetry risk
6. Assess the impact of one party's exit on the overall transaction
Scenario 5: Severely Insufficient Information
Handling points:
1. Clearly inform the user how insufficient information affects analytical quality
2. List key information that needs to be supplemented
3. Conduct limited analysis based on available information, clearly annotating assumptions
4. Mark all conclusions with low confidence
5. Provide conditional "if... then..." analysis
6. Recommend that the user supplement information before a full analysis
Scenario 6: Doubtful Contract Validity
Handling points:
1. Prioritize validity analysis (validity is the premise for all other risks)
2. Distinguish void, voidable, and pending-effectiveness situations
3. Assess whether partial invalidity affects the validity of other clauses
4. Analyze property restitution and damages after contract invalidity
5. Consider whether the contract can be cured into validity
6. Cite Civil Code Arts. 143–157 and related judicial interpretations
Quality Checklist
Before outputting the final report, verify each item on the following checklist:
A. Completeness Check
Have all core contractual clauses been reviewed?
Have risks at the clause, transaction, and environment layers all been covered?
Have both dispute-risk and performance-risk dimensions been considered?
Has contract validity been checked?
Have dispute resolution clauses been reviewed?
Have limitation / time-bar issues been considered?
Have omitted clauses been identified?
B. Accuracy Check
Has each risk passed the "Four-Element Verification"?
Are cited legal provisions accurate and currently in force?
Does the risk-level rating conform to the rating matrix?
Have definitive conclusions been distinguished from speculative judgments?
Has confidence been correctly annotated?
C. Practicality Check
Does each risk include specific response recommendations?
Are the recommendations actionable?
Are risks prioritized?
Does the report clearly mark information the user needs to supplement?
Are priority action items provided?
D. Normative Check
Is a legal disclaimer / liability notice included?
Are limitations of the analysis explained?
Does the output format conform to the templates?
Is the language professional, accurate, and unambiguous?
Have absolute formulations (e.g., "certainly," "inevitably") been avoided?
E. Error-Prevention Check
Have the six fatal errors in the "Fatal Error Table" been checked item by item?
Have the eight traps in "Common Traps" been checked?
Has a "counterparty simulation" (review from the other party's stance) been conducted?
Has risk across the full contract lifecycle been considered?
Complete Examples
Example 1: Simple Scenario—Risk Identification for a Premises Lease Contract
User input:
I am the lessee and signed a shop lease for a 5-year term at an annual rent of RMB 500,000. Please help me identify risks. The main clauses are as follows:
Art. 3: Rent increases by 8% each year
Art. 5: Lessee may not sublease
Art. 7: Lessor may immediately terminate the contract upon lessee's breach and forfeit the entire deposit (deposit equals 6 months' rent, i.e., RMB 250,000)
Art. 9: Lessee's fit-out investment in the shop belongs to the lessor upon contract termination
Art. 11: Disputes are subject to the jurisdiction of the court at the lessor's domicile
No agreement on a preferential renewal right
No agreement on the lessor's repair obligations
AI output:
Dispute and Performance Risk Analysis Report
Basic Information
Contract name: Shop Lease Contract
Contract type: Premises lease contract
Parties: Lessor (Party A) vs Lessee (Party B) (analytical stance: Lessee)
Analysis date: [current date]
Information completeness: Partially missing (full contract text not seen; analysis based only on main clauses provided by the user)
Risk Overview
Risk level
Count
Share
🔴 High risk
2 items
29%
🟡 Medium risk
3 items
43%
🟢 Low risk
2 items
29%
Overall risk assessment: Overall, the contract is relatively unfavorable to the lessee, with multiple clauses markedly skewed toward the lessor; substantive negotiation and amendment before signing are recommended.
Risk Inventory
🔴 High Risk
Risk 1: Termination right and deposit-forfeiture clause are clearly unfair
Risk type: Dispute risk + validity risk
Risk layer: Clause-level
Related clause(s): Art. 7—"Lessor may immediately terminate the contract upon lessee's breach and forfeit the entire deposit"
Risk description: This clause has two serious problems: (1) "breach" does not distinguish minor breach from fundamental breach; any breach may trigger termination, giving the lessor an excessively broad unilateral termination right; (2) "forfeit the entire deposit" is in substance liquidated damages, and RMB 250,000 may be held excessive for a minor breach. The greater risk is that the lessor may use this clause to terminate on a minor breach, forfeit the deposit, and reclaim a shop that has already appreciated in value.
Legal basis:
《民法典》 Civil Code Art. 563 (conditions for statutory termination rights)
《民法典》 Civil Code Art. 497 (invalidity of standard-form clauses that unreasonably aggravate the other party's liability)
Probability of occurrence: High (the clause itself constitutes risk, and the lessor has incentive to use it)
Impact severity: Severe (may lose both the business premises and RMB 250,000 deposit at once)
Response recommendations:
Prevention: Amend Art. 7 to enumerate severe breach scenarios that justify termination; replace deposit forfeiture with compensation for actual loss; add written notice and a reasonable cure period (e.g., 30 days) before lessor termination
Control: Strictly comply with all contractual obligations; retain all performance evidence
Remedy: If the lessor terminates for a minor breach, argue improper exercise of the termination right and seek judicial reduction of liquidated damages
Confidence: [Confidence: High] Clause content is clear; legal application is clear
Risk 2: Fit-out attribution clause may cause major economic loss
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 9—"Lessee's fit-out investment in the shop belongs to the lessor upon contract termination"
Risk description: Shop operations usually require large fit-out investment. This clause means that regardless of the reason for termination (including termination caused by lessor breach), all of the lessee's fit-out investment belongs to the lessor. Combined with Art. 7's broad termination right, the lessor may seek a pretext to terminate after the lessee completes fit-out and obtain the fit-out results for free. Fit-out investment over a 5-year lease may reach hundreds of thousands or even over RMB 1 million.
Legal basis:
《民法典》 Civil Code Art. 715 (lessee who improves with lessor's consent may request appropriate compensation)
《民法典》 Civil Code Art. 584 (scope of damages)
Probability of occurrence: High (contract termination is inevitable; fit-out attribution disputes are extremely common)
Impact severity: Severe (may lose the entire fit-out investment)
Response recommendations:
Prevention: Amend Art. 9 to distinguish fit-out compensation schemes for normal expiry, lessee breach, and lessor breach; agree a method for calculating residual fit-out value (e.g., annual depreciation); agree full compensation of fit-out investment if lessor breach causes termination
Control: Retain all fit-out contracts, invoices, and payment vouchers
Remedy: If termination is caused by the lessor, claim fit-out compensation under the principle of fairness
Confidence: [Confidence: High]
🟡 Medium Risk
Risk 3: Rent escalation rate is too high
Risk type: Performance risk
Risk layer: Clause-level + transaction-level
Related clause(s): Art. 3—"Rent increases by 8% each year"
Risk description: An 8% annual increase means Year-5 rent will reach about RMB 680,000 (500,000 × 1.08⁴ ≈ 680,200), roughly 36% above Year 1. If shop revenue growth underperforms expectations, later rent burden may cause operating difficulty and thus performance risk. An 8% escalation also significantly exceeds the 3%–5% market practice for ordinary commercial leases.
Legal basis: 《民法典》 Civil Code Art. 533 (change of circumstances)—if the market environment changes materially, adjustment may be requested
Probability of occurrence: Medium (depends on operating results and market conditions)
Impact severity: Substantial (may lead to inability to pay rent and thus breach)
Response recommendations:
Prevention: Negotiate escalation down to within 5%, or agree a floating mechanism linked to CPI / market rent; set an escalation cap
Control: Plan finances carefully and reserve room for rent growth
Remedy: If the market environment changes materially, invoke change-of-circumstances principles to seek adjustment
Confidence: [Confidence: Medium] Whether the risk materializes depends on future operating results
Risk 4: Missing preferential renewal right
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Contract does not agree a preferential renewal right
Risk description: After the 5-year term expires, the lessee has no contractual preferential renewal right. If the shop performs well and has accumulated customer resources and goodwill, the lessor may sharply raise rent or refuse renewal; the lessee faces forced relocation, and previously accumulated commercial value may be heavily impaired. Although 《民法典》 Civil Code Art. 734 provides a preferential leasing right on equal terms, its protection is weaker than an express contractual agreement.
Legal basis: 《民法典》 Civil Code Art. 734 (upon expiry of the lease term, the lessee has a preferential right to lease on equal terms)
Probability of occurrence: Medium (depends on market conditions and lessor's willingness at the time)
Impact severity: Substantial (may lose the business premises and commercial accumulation)
Response recommendations:
Prevention: Add a preferential renewal clause specifying renewal conditions and procedures; agree advance notice by the lessor (e.g., 6 months)
Control: Maintain a good relationship with the lessor during the term; begin renewal negotiations one year in advance
Remedy: Assert the preferential leasing right under Civil Code Art. 734
Confidence: [Confidence: Medium]
Risk 5: Missing lessor repair obligations
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Contract does not agree the lessor's repair obligations
Risk description: During use of the shop, the main structure, common facilities, etc. may need repair. Absence of an agreed allocation of repair duties may lead to disputes over repair responsibility. Although 《民法典》 Civil Code Art. 712 provides that the lessor shall perform repair obligations, the specific scope and response time lack agreement, which may cause delayed repairs that affect operations.
Legal basis: 《民法典》 Civil Code Arts. 712–713 (lessor's repair obligations and cost bearing when the lessee repairs itself)
Probability of occurrence: Medium (probability of repair needs over a 5-year term is relatively high)
Impact severity: Ordinary (usually resolvable by negotiation; statutory rules provide a fallback)
Response recommendations:
Prevention: Add repair-obligation clauses clarifying that the lessor is responsible for the main structure and common facilities, and agree response times and cost allocation
Control: Upon discovering a repair need, promptly notify the lessor in writing
Remedy: If the lessor fails to repair, the lessee may repair itself and require the lessor to bear the costs
Confidence: [Confidence: High]
🟢 Low Risk
Risk 6: Sublease restriction
Risk type: Performance risk
Risk layer: Clause-level
Related clause(s): Art. 5—"Lessee may not sublease"
Risk description: An absolute ban on subleasing limits the lessee's flexibility. If operations go poorly and transfer is needed, exit via sublease is unavailable; the only options are termination and bearing breach liability.
Probability of occurrence: Low (depends on operating results)
Impact severity: Ordinary
Response recommendations:
Prevention: Negotiate amendment to "sublease with lessor's written consent," and agree that the lessor may not refuse without justified reason
Confidence: [Confidence: High]
Risk 7: Jurisdiction clause inconvenient for the lessee
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 11—"Disputes are subject to the jurisdiction of the court at the lessor's domicile"
Risk description: If the lessor's domicile differs from the shop location, the lessee must sue at the lessor's domicile, increasing enforcement costs. If the shop location is the lessor's domicile, this risk does not exist.
Probability of occurrence: Low (need to confirm whether lessor's domicile coincides with the shop location) [Information needed]
Impact severity: Ordinary
Response recommendations:
Prevention: Negotiate amendment to "jurisdiction of the court at the place of performance (i.e., the shop location)"
Confidence: [Confidence: Medium] Lessor domicile information needs confirmation
Key Recommendations Summary
Highest priority: Amend Art. 7 termination clause—limit to severe breach scenarios, add notice and cure period, remove "forfeit entire deposit"
Medium priority: Negotiate rent escalation down to within 5% or switch to a floating mechanism
Medium priority: Add a preferential renewal right clause
Recommended: Add lessor repair-obligation clauses
Recommended: Amend the sublease clause to "sublease with consent"
Limitations of the Analysis
This analysis is based on 7 main clauses provided by the user; the full contract was not seen, so risks in other clauses may be omitted
No lessor background (credit, title status, etc.) was obtained, so counterparty risk cannot be assessed
No specific shop location or market rent levels were obtained, so rent reasonableness cannot be precisely assessed
The user is advised to provide the full contract text for a more complete risk analysis
Example 2: Complex Scenario—Risk Identification for a Technology Development Contract
User input:
We are an internet company (Party A) intending to commission a software development company (Party B) to develop an enterprise management system; contract amount RMB 3 million. The draft contract is complete; please help identify risks. Main clauses:
Art. 2: Party B shall complete system development and deliver within 6 months after signing
Art. 3: The system shall meet Party A's business requirements (specific requirements to be based on a requirements document Party A will provide later)
Art. 4: Payment: 30% on signing (RMB 900,000), 40% on mid-term acceptance (RMB 1.2 million), 30% on final acceptance (RMB 900,000)
Art. 5: Mid-term acceptance standard: core system functions can be demonstrated as running
Art. 6: Final acceptance standard: system passes Party A-organized user acceptance testing
Art. 7: Party B shall warrant the system has no major defects; warranty period is 6 months after acceptance
Art. 8: System source code and all intellectual property belong to Party A
Art. 9: Party B may not subcontract development work to third parties
Art. 10: If Party B delivers late, liquidated damages of 0.5% of the contract amount per day of delay
Art. 11: Party A may terminate the contract at any time; amounts already paid are non-refundable
Art. 12: Both parties owe confidentiality regarding contract contents and technical information; confidentiality period is 3 years after contract termination
Art. 13: Disputes submitted to Beijing Arbitration Commission for arbitration
Party B is a small company founded 2 years ago with a team of about 20 people
AI output:
Dispute and Performance Risk Analysis Report
Basic Information
Contract name: Enterprise Management System Technology Development Contract
Contract type: Technology development contract (commissioned development)
Parties: Internet company (Party A / commissioning party) vs software development company (Party B / developer) (analytical stance: Party A)
Contract amount: RMB 3 million
Analysis date: [current date]
Information completeness: Partially missing (full contract and requirements document not seen; detailed Party B qualification information insufficient)
Risk Overview
Risk level
Count
Share
🔴 High risk
4 items
36%
🟡 Medium risk
5 items
45%
🟢 Low risk
2 items
18%
Overall risk assessment: The contract has multiple major risks; the most prominent are acceptance-dispute risk from missing requirements definition and counterparty performance-capacity risk. Although payment cadence and IP ownership afford Party A some protection, there are clear gaps in requirements management, change control, quality assurance, and other key links; substantive amendments before signing are recommended.
Related clause(s): Art. 3—"The system shall meet Party A's business requirements (specific requirements to be based on a requirements document Party A will provide later)"
Risk description: This is the contract's most serious risk. Requirements are not fixed at signing and are only "to be provided later," creating chained risks:
Scope disputes: Party A may continually expand scope; Party B may claim work is outside the original scope; disagreement over "reasonable requirements" is inevitable
Fuzzy acceptance standards: Art. 6's final acceptance standard is "pass user acceptance testing," but the basis for testing (the requirements document) itself is unsettled, so acceptance standards are in substance unsettled
Schedule disputes: Requirements changes necessarily affect the development timeline, but the contract has no mechanism for how changes affect the schedule
Fee disputes: Whether added requirements increase fees is entirely unaddressed
Purpose failure: If the requirements document cannot be finalized or the parties cannot agree, the contract may deadlock
Legal basis:
《民法典》 Civil Code Art. 851 (technology development contracts should clarify technical goals and technical solutions)
《民法典》 Civil Code Art. 510 (supplementary rules where contract content is unclear)
《民法典》 Civil Code Art. 511 (handling where quality requirements are unclear)
Probability of occurrence: High (requirements disputes are the most common dispute type in software development)
Impact severity: Severe (may cause project failure and unattainability of the contractual purpose)
Response recommendations:
Prevention:
Complete and mutually confirm the requirements document before signing; attach the confirmed document as a contract annex
If later determination is truly needed, agree: timelines and procedures for requirements confirmation; approval workflow for change; mechanisms adjusting schedule and fees for change; handling when agreement cannot be reached
Add requirements baseline management clauses
Control: Designate a person responsible for requirements management; all requirements changes must be confirmed in writing
Remedy: If a dispute has arisen, collect all requirements communication records as evidence
Confidence: [Confidence: High]
Risk 2: Party B performance-capacity risk
Risk type: Performance risk
Risk layer: Transaction-level
Related clause(s): Comprehensive assessment
Risk description: Party B is a small company founded only 2 years ago with a team of about 20, taking on a RMB 3 million enterprise management system project, with the following capacity risks:
Technical capacity risk: A small team may lack experience and technical depth for large enterprise management systems
Personnel stability risk: Loss of core developers at a small company may directly stall the project
Financial risk: If Party B takes multiple projects at once, funding stress may reduce investment in this project
Ongoing service risk: If Party B struggles or fails during the warranty period, Party A may lose technical support
Subcontracting risk: Although Art. 9 prohibits subcontracting, Party B may covertly subcontract due to insufficient capacity
Legal basis:
《民法典》 Civil Code Art. 509 (duty of full performance)
《民法典》 Civil Code Art. 528 (right of defense of insecurity—performance may be suspended upon definite evidence that the other party has lost performance capacity)
Probability of occurrence: Medium to high (reasonable inference from company size and founding time) [Information needed: Party B's past project experience, financial condition, core team background]
Impact severity: Severe (may cause complete project failure)
Response recommendations:
Prevention:
Conduct due diligence before signing (financial statements, past project cases, core team résumés)
Require a performance bond or bank guarantee from Party B
Agree a list of core developers who may not be replaced without Party A's consent
Agree Party A may review project progress and staffing
Control: Establish periodic progress reporting (e.g., weekly / biweekly); Party A assigns a project manager to follow up
Remedy: Upon discovering serious capacity shortfalls, promptly exercise the right of defense of insecurity and suspend payment; prepare alternate vendors
Confidence: [Confidence: Medium] Detailed Party B background information needed
Risk 3: Party A's unilateral termination clause—a double-edged risk
Risk type: Dispute risk + validity risk
Risk layer: Clause-level
Related clause(s): Art. 11—"Party A may terminate the contract at any time; amounts already paid are non-refundable"
Risk description: The clause appears favorable to Party A but actually carries these risks:
Validity risk: If Party A terminates without justified reason, "amounts already paid are non-refundable" may be held unfair to Party B. More critically, the clause does not address ownership and handover of work already completed upon Party A's termination, so Party A may terminate yet obtain no development deliverables
Reverse-use risk: Party B may argue the clause only grants Party A a termination right without Party B's termination right or compensation when Party A terminates, and in a dispute claim Party A must compensate for expected benefits
Operational risk: If Party A terminates after mid-term acceptance (70% already paid, i.e., RMB 2.1 million), losses are huge
《民法典》 Civil Code Art. 566 (handling after contract termination)
《民法典》 Civil Code Art. 580 (exceptions to continued performance of non-monetary obligations)
Probability of occurrence: Medium (depends on project execution)
Impact severity: Severe (may lose amounts already paid and obtain no development deliverables)
Response recommendations:
Prevention: Amend Art. 11 to clearly provide:
Upon Party A termination, Party B shall deliver completed work product and source code
Settle fees based on completed work volume
Distinguish consequences of termination for Party A's reasons versus Party B's breach
Add Party B's termination rights (e.g., upon Party A's material breach)
Control: Exercise termination cautiously; before terminating, assess the value relationship between amounts paid and deliverables obtained
Remedy: If termination is needed, first demand in writing that Party B deliver completed work product
Confidence: [Confidence: High]
Risk 4: Excessive late-delivery liquidated damages—likely judicial reduction and confrontation
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 10—"If Party B delivers late, liquidated damages of 0.5% of the contract amount per day of delay"
Risk description: 0.5% per day annualizes to 182.5%; 67 days of delay reaches the full contract amount. Problems include:
Judicial reduction risk: Courts / arbitral tribunals are highly likely to reduce liquidated damages to a reasonable range relative to actual loss under 《民法典》 Civil Code Art. 585, para. 2; Party A's actual protection will be far below expectation
Confrontation effect: Excessive liquidated damages may lead Party B, when approaching delay, to adopt confrontation strategies (e.g., claiming requirements changes extended the schedule) rather than actively catching up
Reverse risk: If the contract lacks Party A late-payment liquidated damages, or Party A's rate is far lower, rights and obligations may be held severely unequal
Related provisions of the Minutes of the National Courts Work Conference on Implementing the Civil Code
Probability of occurrence: High (delay is common in software projects; the liquidated damages clause will almost certainly be triggered and disputed)
Impact severity: Substantial (Party A's liquidated-damages protection may shrink substantially)
Response recommendations:
Prevention: Adjust liquidated damages to a reasonable level (e.g., 0.03%–0.05% per day, annualizing ~11%–18%), and agree a cap (e.g., 20%–30% of contract amount); add reciprocal liquidated damages for Party A late payment; add a right for Party A to terminate if delay exceeds a set period (e.g., 60 days)
Control: Manage project progress carefully; spot delay risk early
Remedy: Upon Party B delay, in addition to claiming liquidated damages, collect evidence of actual loss
Related clause(s): Art. 5 (mid-term acceptance), Art. 6 (final acceptance)
Risk description:
Mid-term standard "core functions can be demonstrated as running" is too broad—what are "core functions"? Does "demonstrable as running" equal "actually usable"?
Final standard "pass Party A-organized UAT"—who writes test cases? What is the pass criterion? May Party A indefinitely fail to organize acceptance or deliberately set overly high standards?
No time limits for acceptance or deemed-acceptance rules
Legal basis: 《民法典》 Civil Code Art. 853 (acceptance standards for technology development contracts)
Probability of occurrence: High
Impact severity: Substantial
Response recommendations:
Prevention: Specify concrete mid-term and final acceptance standards (function lists, performance metrics, defect severity and quantity limits); agree Party A shall organize acceptance within X business days after Party B's acceptance application; agree that Party A's failure to organize acceptance on time is deemed acceptance; agree remediation rounds and deadlines if acceptance fails
Confidence: [Confidence: High]
Risk 6: Incomplete IP ownership clause
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 8—"System source code and all intellectual property belong to Party A"
Risk description: Although IP is assigned to Party A, the clause is incomplete in these respects:
Pre-existing components: Party B may use its own code libraries, frameworks, and tools (pre-existing components); do their IP rights also transfer to Party A? If not, does Party A receive a license?
Third-party components: The system may use open-source or third-party commercial components whose license terms may conflict with "all IP belongs to Party A"
Delivery scope: Only "source code" is agreed; technical docs, design docs, test cases, deployment scripts, etc. are omitted
Non-compete: May Party B use the same technology to develop similar systems for Party A's competitors?
Legal basis:
《民法典》 Civil Code Art. 859 (IP ownership in commissioned development)
《著作权法》 Copyright Law Art. 19
Probability of occurrence: Medium
Impact severity: Substantial
Response recommendations:
Prevention: Clearly distinguish IP arrangements for newly developed results, pre-existing components, and third-party components; require Party B to provide a third-party component list and license information; expand delivery scope to all technical documentation; add Party B non-compete clauses
Confidence: [Confidence: High]
Risk 7: Warranty period too short and warranty content unclear
Risk type: Performance risk
Risk layer: Clause-level
Related clause(s): Art. 7—"Party B shall warrant the system has no major defects; warranty period is 6 months after acceptance"
Risk description:
"Major defects" is undefined—what constitutes "major"? Are ordinary defects covered?
A 6-month warranty is short for an enterprise management system—many defects surface only after full production use
No response times or fix deadlines during the warranty period
No post-warranty technical support arrangement
Combined with Risk 2 (Party B is a small company), Party B may be unable to support during the warranty period
Probability of occurrence: Medium
Impact severity: Substantial
Response recommendations:
Prevention: Define defect severity levels (critical / major / ordinary / minor) and response/fix SLAs for each; extend warranty to 12 months; agree a warranty-period SLA; retain 5%–10% of the contract price as a warranty retention, payable after warranty expiry with no major issues
Related clause(s): Contract does not agree change management clauses
Risk description: Requirements change is almost inevitable in software development. Complete absence of a change management mechanism will lead to:
When Party A proposes change, Party B may refuse or demand a price increase as "outside contract scope"
Party B may attribute its own development mistakes to "requirements change"
Impact of change on schedule and fees cannot be fairly allocated
Combined with Risk 1 (missing requirements definition), the probability of project failure greatly increases
Legal basis: 《民法典》 Civil Code Art. 543 (parties may amend the contract by consensus)
Probability of occurrence: High
Impact severity: Substantial
Response recommendations:
Prevention: Add a complete change management clause covering: change request process, evaluation procedures, approval authority, assessment of schedule and fee impact, and a change confirmation template
Confidence: [Confidence: High]
Risk 9: Incomplete confidentiality clause
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 12—"Both parties owe confidentiality regarding contract contents and technical information; confidentiality period is 3 years after contract termination"
Risk description:
Scope of "technical information" is unclear—does it include Party A's business data and user data?
No exceptions to confidentiality (e.g., public information, independent development)
No liquidated damages or compensation standard for breach of confidentiality
No duty for Party B to return or destroy Party A's data after termination
If personal information processing is involved, 《个人信息保护法》 Personal Information Protection Law requirements may apply
Probability of occurrence: Medium
Impact severity: Substantial (involves trade secrets and data security)
Response recommendations:
Prevention: Broaden the definition of confidential information; add confidentiality exceptions; agree liquidated damages; add data return/destruction clauses; if personal information is involved, add a data processing agreement (DPA)
Confidence: [Confidence: High]
🟢 Low Risk
Risk 10: Difficulty enforcing the subcontracting ban
Risk type: Performance risk
Risk layer: Clause-level
Related clause(s): Art. 9—"Party B may not subcontract development work to third parties"
Risk description: Although subcontracting is prohibited, Party A can hardly monitor in real time whether Party B covertly subcontracts. A small company with insufficient capacity has strong incentives to subcontract.
Probability of occurrence: Low to medium
Impact severity: Ordinary
Response recommendations:
Prevention: Agree that Party B shall develop at a Party A-designated site or in a manner Party A can monitor; require periodic reports of project team membership; agree liquidated damages for violating the subcontracting ban
Confidence: [Confidence: Medium]
Risk 11: Pros and cons of the arbitration clause
Risk type: Dispute risk
Risk layer: Clause-level
Related clause(s): Art. 13—"Disputes submitted to Beijing Arbitration Commission for arbitration"
Risk description: Arbitration is final and not appealable. If the award is unfavorable, Party A lacks appellate relief. Arbitration also offers confidentiality and relatively high efficiency; overall it is a reasonable choice for technology contract disputes.
Probability of occurrence: Low (the arbitration clause itself is valid; risk lies in outcome uncertainty)
Impact severity: Ordinary
Response recommendations:
If Party A prefers to retain appeal rights, switch to court jurisdiction; if accepting arbitration, confirm the full and accurate name "Beijing Arbitration Commission" (avoid confusion with bodies such as CIETAC)
Confidence: [Confidence: High]
Key Recommendations Summary
Highest priority—complete the requirements document before signing: Complete and mutually confirm the requirements document before signing and attach it as an annex. This is the key measure to reduce the contract's greatest risk.
Highest priority—Party B due diligence: Conduct due diligence on Party B before signing—assess technical capacity, financial condition, and past project experience. Consider requiring a performance bond.
High priority—add change management: Establish a complete requirements change management process.
High priority—improve acceptance standards: Clarify concrete mid-term and final acceptance standards, timelines, and procedures.
High priority—amend the termination clause: Clarify post-termination delivery of work product and fee settlement.
High priority—adjust liquidated damages: Bring late-delivery liquidated damages to a reasonable level and add reciprocal clauses.
Medium priority—improve IP clauses: Distinguish newly developed results, pre-existing components, and third-party components.
Medium priority—strengthen warranty clauses: Extend the warranty period, clarify defect levels and response standards, and retain a warranty amount.
Medium priority—improve confidentiality clauses: Broaden confidentiality scope; add data processing and return clauses.
Limitations of the Analysis
This analysis is based on 12 main clauses provided by the user; the full contract was not seen, so risks in other clauses may be omitted
Detailed Party B background (past projects, financial statements, core team) was not obtained; counterparty risk assessment is inferred from limited information
No requirements document was seen (not yet prepared), so technical feasibility risk cannot be assessed
Party A's IT infrastructure and integration needs are unknown; technical compatibility risk may be omitted
The user is advised to provide the full contract text and detailed Party B materials for supplemental analysis
This report is a reference legal risk analysis and does not constitute a formal legal opinion. For high-risk matters, engage a qualified lawyer for in-depth review.
