| name | legal-doc-summarizer |
| description | Read contracts, NDAs, terms of service, employment agreements, leases, and SaaS MSAs and produce a structured summary that flags risk, surfaces hidden obligations, and gives plain-language explanations. Identifies indemnification, limitation of liability, IP assignment, non-compete, auto-renewal, choice-of-law, arbitration, termination, and payment-terms clauses. Compares clauses to market norms and flags deviations. Outputs a redline checklist of what to push back on. NOT a substitute for licensed counsel — provides general information only. Use when asked to summarize a contract, review an NDA, explain an employment agreement, audit a SaaS MSA, check a lease, prepare for negotiation, redline a contract, or understand what a clause means. Triggers on "summarize this contract", "review this NDA", "explain this clause", "redline", "review my offer letter", "lease review", "MSA review", "DPA review", "ToS summary", "what does this mean". |
| metadata | {"tags":["legal","contracts","nda","msa","employment","lease","review","negotiation"]} |
Legal Document Summarizer
Read a contract or legal document and return a structured, risk-aware summary. Built for non-lawyers who need to understand what they are about to sign — and what to push back on — before paying a lawyer to nitpick at $400/hr.
This skill is not a substitute for licensed legal advice. It surfaces issues, flags norms, and explains terminology. Final review on any high-stakes document should go to a lawyer admitted in the relevant jurisdiction.
Usage
Basic invocation:
Summarize this NDA — paste the text
Review my offer letter
Explain this non-compete clause
What's wrong with this MSA?
With context:
NDA from a Series B startup, mutual, I'm joining as contractor. Term: 5 years.
SaaS MSA, vendor side, $200k ARR deal, customer is a US bank.
Lease review: 5-year commercial in NYC, rent escalator 4%/yr.
Employment agreement: SF Bay Area, senior engineer, $180k base + 0.1% stock.
The agent reads the document, classifies it, runs the appropriate checklist, and outputs a structured summary with risk flags, market-norm comparison, and a redline list.
Document Type Routing
The agent first classifies the document, because the risk surface differs:
| Type | Key risk areas |
|---|
| NDA (mutual or one-way) | Term, scope of confidential info, residuals, return/destruction, jurisdiction |
| Employment agreement | At-will, IP assignment, non-compete, severance, equity vesting |
| Independent contractor | Worker classification, IP, payment terms, indemnification |
| Offer letter | Comp, equity, vesting, signing bonus, clawback, start date |
| SaaS MSA / SOW | SLA, data ownership, indemnification, limitation of liability, termination |
| DPA (data processing) | Sub-processors, data location, audit rights, breach notification |
| Lease (commercial) | Term, escalator, build-out, exit, personal guarantee |
| Lease (residential) | Term, deposit, repairs, early termination, jurisdiction caps |
| Investor docs (SAFE/note/term sheet) | Valuation cap, discount, MFN, pro-rata, board, liquidation prefs |
| Software license / EULA | Use scope, IP retention, audit rights, transferability |
| Settlement agreement | Releases, scope, payment terms, non-disparagement, confidentiality |
| ToS / privacy policy (consumer) | Data use, arbitration, class action waiver, jurisdiction |
For each type, the agent runs the relevant checklist below.
Universal Risk Flags
These appear across most contracts and warrant attention regardless of document type:
🚩 Limitation of liability — if cap is below 12 months of fees, push back
Standard cap: 12 months of fees paid in the period before the claim. Anything below = vendor pushing too much risk to customer. "$0 cap" or "$10,000 cap" on a $200k deal = walk away or aggressive redline. Direct vs consequential damages distinction matters: vendor-side wants to exclude consequential/lost-profits, customer wants those covered for breach of confidentiality, IP, indemnification.
🚩 Indemnification scope and triggers
Mutual, narrow indemnification is the norm. Watch for:
- One-sided indemnification (you indemnify them, no reciprocal)
- "Arising out of or relating to" — too broad; prefer "caused by" or "resulting from"
- IP indemnification missing on vendor side (a SaaS vendor MUST indemnify for IP infringement)
- Defense vs indemnify — defense obligation is bigger; ensure the indemnifying party has duty to defend AND indemnify
🚩 IP assignment overreach
Employment agreements often assign "all IP created during employment" — overbroad if you have side projects. Push for:
- Carve-out for prior inventions (list them in a schedule)
- Carve-out for work done outside scope, on personal time, without company resources (some states like CA, IL, MN, NC, NV, NY, UT, WA have statutory carve-outs)
- Time/place limitation — only IP related to company business
🚩 Non-compete
Major shift 2024–2026:
- FTC non-compete ban faced legal challenges; status varies by jurisdiction
- California: void by statute (most non-competes unenforceable)
- Massachusetts: garden leave required (paid 50% during the non-compete)
- Most other states: enforceable if reasonable in scope, time, geography
- Standard tolerable: 12 months, customers and prospects only, geographic limit to where you actually worked. Beyond that = aggressive redline or walk.
🚩 Auto-renewal and termination
- Evergreen clauses with 60–90 day cancellation notice are vendor-friendly. Mark calendar.
- One-sided termination for convenience (vendor can leave anytime, customer can't) = bad
- Termination for cause cure period: 30 days for non-payment, 30 days for material breach is normal. Anything shorter = aggressive.
🚩 Choice of law and venue
- "Delaware law, Delaware courts" = standard for B2B
- "[Vendor's state] law, exclusive jurisdiction in [vendor's county]" = customer disadvantage; prefer customer's state or neutral
- Arbitration vs court: arbitration faster but caps damages, limits discovery, no jury. Class action waivers paired with arbitration are red flags in consumer contracts.
🚩 Confidentiality term
- 3–5 years for general confidential info is market
- Trade secrets: indefinite term until they enter public domain (this is fine, it's how trade secrets work)
- "Perpetual confidentiality" on everything = deviation; push to 3–5 years with trade-secret carve-out
Document-Specific Checklists
NDA Checklist
□ Mutual or one-way (mutual is preferred unless one-sided info flow)
□ Definition of "Confidential Information" — broad enough but with standard exceptions
□ Standard exceptions: publicly known, independently developed, prior knowledge, lawfully received from third party, required by law
□ Term: 2–5 years for general info, indefinite for trade secrets
□ Permitted purposes — clearly stated, not too broad
□ Return / destruction at end of relationship
□ Residuals clause — if accepted, beneficial to receiving party (employees can use general knowledge mentally retained)
□ No grant of license to IP
□ Injunctive relief without bond — standard; don't fight
□ No non-compete or no-solicit hidden in NDA (sometimes happens — flag)
□ Jurisdiction reasonable
Employment Offer Checklist
□ Title, reporting, location (and remote policy if applicable)
□ Base salary (annual or hourly) and pay frequency
□ Bonus eligibility — discretionary vs formula vs commission plan
□ Equity — type (RSU/ISO/NSO/SAR), grant amount, strike price, vesting schedule (4yr/1yr cliff is standard), accelerated vesting on change of control
□ Sign-on bonus — clawback period and pro-rata terms
□ Benefits — health, dental, vision, 401k match, PTO policy
□ At-will employment statement (US private sector)
□ IP assignment language — check carve-outs
□ Confidentiality post-employment
□ Non-compete and non-solicit (and whether legally enforceable in your state)
□ Severance — none is normal at IC level; senior executives often negotiate
□ Arbitration agreement (often separate; review JAMS/AAA rules)
□ Background check / drug test contingency
□ Start date and at-will reminder
SaaS MSA Checklist
□ Term and renewal — co-term with SOWs, no auto-renewal without notice
□ Fees and payment — Net 30/45 standard; late fees capped
□ SLAs — uptime % with credits as sole remedy, response time, support tiers
□ Data ownership — customer data is customer property; vendor has limited license to provide service
□ Sub-processors — list, customer right to object to new ones
□ Security — SOC 2 / ISO 27001 referenced, breach notification within 72 hours (GDPR alignment)
□ Confidentiality — mutual, term 3–5 years
□ IP — vendor retains service IP, customer retains data; no ownership of feedback/improvements unless explicit
□ Indemnification — vendor indemnifies for IP infringement, customer indemnifies for unauthorized use of service
□ Limitation of liability — 12-month cap with carve-outs (confidentiality breach, indemnification, gross negligence, willful misconduct)
□ Insurance — vendor minimum coverage cited
□ Termination — for convenience with notice + for cause with cure
□ Return / destruction of data on termination
□ Force majeure — narrow scope; not an out for performance
□ Assignment — restricted, mutual consent (with carve-out for change of control)
□ Audit rights — customer right to audit security or vendor SOC 2 report
□ Governing law / venue
□ Order of precedence between MSA, SOW, DPA
Commercial Lease Checklist
□ Premises clearly defined (square footage, common area allocation, exclusive/non-exclusive parking)
□ Term and options to renew (with rent reset basis: fixed bumps, CPI, FMV)
□ Base rent and escalators (cap escalators if FMV-based)
□ Operating expenses / CAM / NNN — exclude capital improvements, controllable expenses cap (e.g., 4% YoY)
□ Build-out / TI allowance — sufficient for fit-out, in writing, with timeline
□ Use clause — broad enough for current and future use
□ Assignment / sublet — landlord consent not unreasonably withheld; permitted transfers (affiliates, M&A)
□ Personal guarantee — push to limit (good guy, term-limited, capped)
□ Insurance and indemnification — mutual, standard limits
□ Maintenance and repair — landlord covers structure, tenant covers interior
□ Defaults and cure — 10-day for monetary, 30-day for non-monetary
□ Termination — for convenience usually no, but negotiate option to terminate for casualty, condemnation, co-tenancy
□ Holdover — 150% rent (negotiable down to 125%)
□ Subordination, non-disturbance, attornment (SNDA) — request from existing lender
□ Estoppel certificates — limited in scope and timing
□ Brokerage commission — landlord pays
□ Surrender condition — broom-clean, no restoration of base building
Investor Term Sheet Checklist (Founder Side)
□ Pre-money valuation and round size
□ Investor type and lead identity
□ Liquidation preference — 1x non-participating standard; multipliers and participating = aggressive
□ Anti-dilution — broad-based weighted average standard; full ratchet aggressive
□ Pro-rata rights — standard for major investors
□ Board composition — keep founder majority pre-Series B; adjust thereafter
□ Protective provisions — required votes for major decisions; shouldn't block ordinary course
□ Vesting on founders — common in early rounds; 4yr with 1yr cliff, accelerated on double-trigger
□ Drag-along — required, but with thresholds
□ Right of first refusal / co-sale on founder shares
□ Information rights — standard for major investors
□ MFN clause — tracks any later better terms (in convertibles)
□ Discount and cap (in SAFEs and notes)
□ Conversion mechanics — pre/post-money SAFE distinction matters
□ Expense reimbursement to investor — capped
□ No-shop / exclusivity — limited duration (30–45 days)
□ Confidentiality
□ Closing conditions
Plain-Language Explanations
For any clause, the agent provides:
- What it says (verbatim quote, key phrases)
- What it means (translation into plain English)
- Why it's there (the risk it allocates)
- Market norm (what is typical)
- Risk to you (signing-party-specific)
- Suggested redline (specific language change)
Example output:
Clause: Section 8.3 Limitation of Liability
Says: "In no event shall Vendor's total liability under this Agreement exceed the
fees paid by Customer in the three (3) months preceding the event giving rise to
the claim."
Means: If Vendor screws up badly enough to cost you millions, the most you can
recover is what you paid them in the prior quarter.
Why: Vendors limit liability to make pricing predictable and insurable.
Market norm: 12 months of fees is standard. 3 months is aggressive.
Risk to you: At $50k MRR, your maximum recovery would be $150k. If a data
breach costs you $5M in incident response and notification, you absorb $4.85M.
Suggested redline: "...exceed the greater of (a) the fees paid by Customer in
the twelve (12) months preceding the event, or (b) [$X], with the following
carve-outs from this cap: Vendor's indemnification obligations under Section 9,
breach of Section 11 (Confidentiality), and Vendor's gross negligence or willful
misconduct."
Output Format
For a contract review, the agent returns:
## Document: [type] | Risk: [Low/Medium/High] | Signing party: [you]
### Plain-language summary
[2–3 paragraphs on what this contract does]
### Top 5 risks
1. [Risk] — [Section] — [What to push back]
2. ...
### Market deviations
- [Clause]: [their term] vs [market norm]
### Redline checklist (paste into negotiation email)
- Section X: change "X" to "Y" because...
- Section Y: add "...carve-out for..."
- Section Z: delete (overbroad)
### Things you might miss
- [Hidden auto-renewal, off-checklist clause, schedule reference]
### Walk-away triggers
[If they refuse to fix items 1, 3, 5 — consider walking]
When to Stop and Get a Lawyer
The agent will tell you to escalate if:
- Document is for a transaction worth > $100k (or material to your business)
- Personal guarantee is involved
- Restrictive covenants (non-compete, non-solicit) with multi-year scope
- IP assignment of significant prior inventions
- Litigation, settlement, or regulatory matter
- Cross-border with non-trivial choice-of-law
- M&A, financing, or material change-of-control
- You don't understand a clause and the agent's plain-language explanation didn't help
- Your gut says something is off
Better to spend $1k on a lawyer review than $50k on a bad clause.
What This Skill Does Not Do
- Provide legal advice (it provides general information for educational purposes)
- Substitute for a lawyer admitted in your jurisdiction
- Predict litigation outcomes
- Calculate damages or settlement value
- Interpret highly specialized regulated contracts (FDA, FCC, defense) without explicit caveats
- Take responsibility for your decisions
If you're going to ignore this section, hire a lawyer instead.
