legal-contract

name	legal-contract
description	Draft and review legal documents like NDAs, contracts, and lease agreements with plain-language explanations.

Legal Contract Assistant

Draft and review common legal documents including NDAs, service agreements, freelancer contracts, and lease reviews. Provide plain-language explanations and flag potential issues.

IMPORTANT DISCLAIMER: This provides general information and templates only. It does NOT constitute legal advice. Always consult a qualified attorney for legal matters.

When to Use

• User needs a basic NDA, service agreement, or freelancer contract
• User wants a plain-language review of a contract they received
• User needs to understand specific legal terms or clauses
• User wants a lease or rental agreement reviewed for red flags

When NOT to Use

• Complex litigation or regulatory compliance
• Employment law disputes
• International trade agreements
• Anything involving criminal law
• Situations requiring jurisdiction-specific legal analysis

Open-Source Template Libraries (Use These First)

Never draft from scratch. Start from committee-vetted open-source agreements released under CC BY 4.0:

Source	Documents	Style	Get it
Bonterms	Mutual NDA, Cloud Terms (SaaS), SLA, DPA, PSA, AI Standard Clauses	US; "cover page + standard terms"	github.com/Bonterms
Common Paper	Mutual NDA, Cloud Service Agreement, DPA, Design Partner Agreement	US; standards committee of 40+ attorneys	commonpaper.com/standards
oneNDA	NDA (777 words), oneDPA	UK/EU; strict variable-only edits	onenda.org

Workflow: webFetch("https://bonterms.com/forms/mutual-nda/") → extract the standard terms → build a cover page with the user's deal-specific variables (parties, effective date, term, governing law, jurisdiction). Don't modify the body; that's the whole point of standards.

Red-Flag Language to Grep For

When reviewing, search the document text for these exact phrases — each is a known risk pattern:

Phrase	Why it's dangerous	Suggested fix
"any and all claims"	Unlimited indemnity scope	"claims arising directly from [Party]'s breach of Section X"
"indemnify, defend, and hold harmless"	"Hold harmless" blocks your counterclaims even if they caused the loss	Strike "and hold harmless"; keep "indemnify and defend"
"sole discretion" / "absolute discretion"	One party can act arbitrarily (block settlements, reject deliverables)	"consent not to be unreasonably withheld, conditioned, or delayed"
"including but not limited to" in IP assignment	Open-ended IP grab beyond deliverables	Enumerate specific deliverables; add "excluding pre-existing IP"
No liability cap stated	Courts default to unlimited liability	"Aggregate liability capped at fees paid in the 12 months preceding the claim"
"time is of the essence"	Any delay = material breach	Delete, or limit to payment obligations only
Indemnity carved out of liability cap	Your cap doesn't protect you where exposure is highest	"Indemnification obligations are subject to the cap in Section X"
Auto-renewal with <30-day opt-out window	Easy to miss; locked in another term	60–90 day notice window; email notice permitted
"perpetual" + "irrevocable" license	Can never be revoked even after breach	Term-limited; terminable on material breach

Indemnity forms (escalating risk): Limited = you cover only your own negligence. Intermediate = everything except their sole negligence. Broad = you cover losses even when caused entirely by them. Flag intermediate and broad as Critical.

Playbook Checks (What Harvey/Spellbook Actually Run)

AI contract tools run a fixed checklist per document type. For a Service Agreement run these checks and grade each Pass/Flag/Missing:

1. Is there a liability cap? Is it mutual? Is it tied to fees paid (1x, 2x)?
2. Is indemnity mutual or one-way? Subject to the cap or carved out?
3. Does IP assignment exclude contractor's pre-existing tools/libraries?
4. Is there a cure period (typically 30 days) before termination for breach?
5. Are "consequential damages" (lost profits, lost data) excluded? Mutually?
6. Payment terms: Net 30 or better? Late fee specified?
7. Can the client terminate for convenience? If so, is there a kill fee?
8. Governing law + venue: neutral, or the other party's home court?

Review Output Format

# Contract Review: [Document Type]
**NOT LEGAL ADVICE — for informational purposes only. Consult an attorney before signing.**

## Summary
[2–3 sentences: what this is, who it favors, biggest concern]

## Critical — Do Not Sign Without Addressing

1. **[Clause §X.Y]**: [quote the exact language]
   - **Risk**: [plain English]
   - **Suggested redline**: "[replacement text]"

## Warnings — Negotiate If You Have Leverage

## Notes — Standard But Be Aware

## Missing Protections
[clauses that should be here but aren't — e.g., no liability cap, no cure period]

## Overall: [Fair / Favors Counterparty / Consult Attorney Before Signing]

Output: Always Produce PDF & DOCX

Every drafted contract MUST be delivered as both a PDF and a DOCX file. Clients need PDF for signing and DOCX for redlining — always provide both.

Architecture: React + Vite → Puppeteer PDF + python-docx DOCX

Build the contract as a React web artifact first (source of truth for layout), then export:

PDF via Puppeteer:

// generate-contract.ts
import puppeteer from 'puppeteer-core';

// Find Chromium: ls /nix/store/*chromium*/bin/chromium
const CHROMIUM_PATH = "/nix/store/FIND_YOUR_PATH/bin/chromium";
// Use the artifact's actual URL, not localhost
const CONTRACT_URL = `https://${process.env.REPLIT_DEV_DOMAIN}/ARTIFACT-SLUG`;

const browser = await puppeteer.launch({
  executablePath: CHROMIUM_PATH,
  headless: true,
  args: ['--no-sandbox', '--disable-setuid-sandbox'],
});
const page = await browser.newPage();
await page.goto(CONTRACT_URL, { waitUntil: 'networkidle0' });
await page.pdf({
  path: 'contract.pdf',
  format: 'Letter',
  printBackground: true,
  margin: { top: '1in', bottom: '1in', left: '1.25in', right: '1.25in' },
});
await browser.close();

DOCX via python-docx:

from docx import Document
from docx.shared import Pt, Inches
from docx.enum.text import WD_ALIGN_PARAGRAPH

doc = Document()

# Set default font
style = doc.styles['Normal']
font = style.font
font.name = 'Times New Roman'
font.size = Pt(12)

# Set margins
for section in doc.sections:
    section.top_margin = Inches(1)
    section.bottom_margin = Inches(1)
    section.left_margin = Inches(1.25)
    section.right_margin = Inches(1.25)

# Title
title = doc.add_heading('MUTUAL NON-DISCLOSURE AGREEMENT', level=0)
title.alignment = WD_ALIGN_PARAGRAPH.CENTER

# Preamble
doc.add_paragraph(
    'This Mutual Non-Disclosure Agreement ("Agreement") is entered into '
    'as of [DATE] by and between:'
)

# Parties table
table = doc.add_table(rows=2, cols=2)
table.style = 'Table Grid'
# ... populate with party details

# Sections with numbered clauses
doc.add_heading('1. Definition of Confidential Information', level=1)
doc.add_paragraph('...')

# Signature block
doc.add_paragraph('\n\n')
sig_table = doc.add_table(rows=4, cols=2)
# ... signature lines with name, title, date

doc.save('contract.docx')

Styling for Legal Documents

• Font: Times New Roman 12pt (standard for legal docs) or similar serif
• Margins: 1" top/bottom, 1.25" left/right
• Line spacing: 1.5 or double-spaced (jurisdiction dependent)
• Section numbering: Use hierarchical numbering (1, 1.1, 1.1.1)
• Page numbers: Bottom center, "Page X of Y"
• Headers: Document title and date on each page
• Signature blocks: Two-column layout with lines for signature, printed name, title, date

Contract Review Output

For reviews (not drafting), output the review analysis directly as text using the Review Output Format above. Do not generate PDF/DOCX for reviews — the review is commentary, not a document.

Drafting Rules

1. Always include the disclaimer at the top of every output — this is not legal advice
2. Start from Bonterms/Common Paper, don't invent clause language
3. Quote exact problem text with section numbers, then give replacement language
4. Flag jurisdiction dependencies — non-compete enforceability, anti-indemnity statutes, and consumer protection vary wildly by state/country
5. When stakes are high (>$50K, equity, exclusivity, personal guarantees) → recommend attorney review explicitly

Limitations

• NOT a substitute for legal advice from a licensed attorney
• Cannot account for jurisdiction-specific laws
• Cannot verify legal enforceability of any clause
• Cannot handle litigation, regulatory filings, or court documents
• Templates are starting points, not final legal documents