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Review legal contracts, NDAs, employment agreements, SaaS terms, and M&A documents. Identifies unfavorable terms, suggests redlines, and compares to market standards. Use for contract analysis, due diligence, or negotiation prep.
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Convert files and office documents to Markdown. Supports PDF, DOCX, PPTX, XLSX, images (with OCR), audio (with transcription), HTML, CSV, JSON, XML, ZIP, YouTube URLs, EPubs and more.
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When the user wants help with paid advertising campaigns on Google Ads, Meta (Facebook/Instagram), LinkedIn, Twitter/X, or other ad platforms. Also use when the user mentions 'PPC,' 'paid media,' 'ad copy,' 'ad creative,' 'ROAS,' 'CPA,' 'ad campaign,' 'retargeting,' or 'audience targeting.' This skill covers campaign strategy, ad creation, audience targeting, and optimization.
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| name | legal-review |
| description | Review legal contracts, NDAs, employment agreements, SaaS terms, and M&A documents. Identifies unfavorable terms, suggests redlines, and compares to market standards. Use for contract analysis, due diligence, or negotiation prep. |
| version | 3.0.0 |
Review legal contracts for risks, extract key terms, and suggest redlines. Built on the CUAD dataset (41 risk categories), ContractEval benchmarks, and LegalBench.
Before analyzing content, verify document completeness:
If blank fields or missing exhibits exist, flag prominently in output header.
Ask if unclear: "Which party are you? (customer, vendor, buyer, seller, licensor, licensee, receiving party, disclosing party)"
This affects what's "risky":
Assess power dynamic:
Use markdown for readable, scannable output. Do NOT use XML tags.
# Contract Review: [Document Name]
**Document Type:** SaaS Subscription Agreement
**Your Position:** Customer
**Counterparty:** Acme Software Inc.
**Risk Level:** 🟡 Medium
**Document Status:** Draft / Executed on [date]
## ⚠️ Pre-Signing Alerts
- **Blank field:** Fee amount in Section 4.1 is "$____"
- **Missing exhibit:** Exhibit B (SLA) referenced but not attached
## Executive Summary
Standard vendor agreement with some one-sided terms. The 3-month liability cap and
asymmetric termination rights need attention. Data ownership is clear.
---
## Key Terms
| Term | Value | Location |
|------|-------|----------|
| Initial Term | 12 months | Section 8.1 |
| Auto-Renewal | 12-month periods, 60-day notice | Section 8.2 |
| Liability Cap | 3 months' fees | Section 10.2 |
| Governing Law | Delaware | Section 12.1 |
---
## Red Flags (Quick Scan)
| Flag | Found | Location |
|------|-------|----------|
| Liability cap < 6 months | ⚠️ Yes | Section 10.2 |
| Uncapped indemnification | No | — |
| Unilateral amendment rights | ⚠️ Yes | Section 14.1 |
| No termination for convenience | No | — |
| Perpetual obligations | No | — |
| Offshore jurisdiction | No | — |
---
## Risk Analysis
### 🔴 Critical
**Limitation of Liability** (Section 10.2)
> "Liability shall not exceed fees paid in the preceding three (3) months"
- **Issue:** 3-month cap is below market standard (typically 12 months)
- **Risk:** For $120K annual contract, liability capped at $30K
- **Market Standard:** 12 months' fees
- **Negotiability:** Medium — most vendors accept 6-12 months
- **Redline:** Change "three (3) months" → "twelve (12) months"
- **Fallback:** Accept 6 months as compromise
---
### 🟡 Important
**Termination for Convenience** (Section 8.5)
> "Vendor may terminate for any reason upon 30 days notice"
- **Issue:** One-sided; customer lacks equivalent right
- **Market Standard:** Mutual termination rights
- **Negotiability:** High — reasonable ask
- **Redline:** Add "Either party may terminate..." or change to "90 days"
---
### 🟢 Reviewed & Acceptable
| Category | Status | Notes |
|----------|--------|-------|
| Data Ownership | ✓ | Customer owns all customer data |
| IP Rights | ✓ | Clear separation, no broad assignment |
| Confidentiality | ✓ | Mutual, 3-year term, standard exceptions |
| Governing Law | ✓ | Delaware — neutral for commercial |
---
## Missing Provisions
| Provision | Priority | Why It Matters |
|-----------|----------|----------------|
| Data Export Rights | Critical | No guaranteed way to get data out on termination |
| SLA Credits | Important | 99.9% uptime stated but no remedy for breach |
| Price Increase Cap | Important | Renewal pricing uncapped |
**Suggested language for Data Export:**
> "Upon termination, Vendor shall make Customer Data available for export in CSV or JSON format for 90 days at no additional charge."
---
## Internal Consistency Issues
- ⚠️ Section 5.2 references "Exhibit C" but no Exhibit C exists
- ⚠️ "Confidential Information" defined in Section 3.1 but used lowercase in Section 7
---
## Negotiation Priority
| # | Issue | Ask | Negotiability |
|---|-------|-----|---------------|
| 1 | Liability cap | 12 months | Medium |
| 2 | Termination rights | Mutual | High |
| 3 | Data export | Add provision | High |
| 4 | Price cap | 5% annual max | Medium |
---
*This review is for informational purposes only. Material terms should be reviewed by qualified legal counsel.*
Check these danger signs FIRST before deep analysis:
| Red Flag | Why It Matters |
|---|---|
| Liability cap < 6 months | Inadequate protection |
| Uncapped indemnification | Unlimited exposure |
| "As-is" with no warranty | No recourse for defects |
| Unilateral suspension without notice | Service can vanish |
| Unilateral amendment rights | Terms can change |
| No termination for convenience | Locked in |
| Perpetual obligations (tails, non-competes) | Indefinite exposure |
| Offshore jurisdiction (BVI, Cayman) | Expensive to enforce |
| Pre-signed conflict waivers | No recourse for conflicts |
| "Sole discretion" language favoring counterparty | No objective standard |
| Class action waiver + mandatory arbitration | Limited remedies |
| Asymmetric assignment rights | They can assign, you can't |
| Category | Check For |
|---|---|
| Direction | One-way or mutual? |
| Definition scope | "All information" too broad? Standard exceptions? |
| Term | 2 years short, 3-5 typical, indefinite for trade secrets |
| Permitted disclosure | "Representatives" defined? Flow-down required? |
| Residuals clause | Can use general knowledge retained in memory? |
| Non-solicitation | Employees protected? |
| Standstill | Prevents hostile acquisition actions? |
| No-contact | Customers, suppliers, employees protected? |
| Return/destruction | Certification required? |
| Public announcement | Prohibits disclosure of discussions? |
| Compelled disclosure | Notice required? Time to seek protective order? |
| Injunctive relief | Pre-agreed specific performance? Bond waiver? |
| Category | Check For |
|---|---|
| Liability cap | 12+ months = standard |
| Uptime SLA | 99.9% with credits = standard |
| Suspension rights | Unilateral? Notice required? |
| Data ownership | Customer owns customer data? |
| Data export | Format, duration, cost on termination? |
| Price increases | Capped? Notice period? |
| Auto-renewal notice | 90+ days = good, <60 = risk |
| Termination | Mutual for convenience? Cure period for cause? |
| Subprocessors | Notice of changes? Approval rights? |
| Insurance | Vendor carries E&O, cyber? |
| Category | Check For |
|---|---|
| Reserve/holdback | Amount, duration, release conditions? |
| Chargeback liability | Capped? Fraud protection? |
| Network rules | Incorporated by reference? Access provided? |
| Auto-debit authority | Notice before debits? |
| Settlement timing | When do you receive funds? |
| Volume commitments | Realistic? Penalty for shortfall? |
| Suspension rights | Immediate or notice? |
| Termination tail | How long do obligations survive? |
| Audit rights | Frequency, notice, cost allocation? |
| PCI compliance | Who bears cost? |
| Category | Check For |
|---|---|
| Purchase price | Cash vs. stock vs. earnout mix? |
| Earnout mechanics | Measurement, discretion, audit rights, acceleration? |
| Escrow/holdback | Amount (10-15% typical), duration (12-18 mo), release? |
| Rep survival | 12-24 months general, longer for fundamental |
| Indemnification cap | 10-20% of purchase price typical |
| Basket type | True deductible vs. tipping? |
| Sandbagging | Pro-buyer or anti-sandbagging? |
| Non-compete | 2-3 years, geographic scope? |
| Working capital | Target, collar, true-up mechanism? |
| MAC definition | Carve-outs for market conditions? |
| Employment comp | Counted in purchase price or separate? |
| Category | Check For |
|---|---|
| Fee percentage | Specified or blank? |
| Fee calculation | What's included in deal value? Employment comp? |
| "Covered buyer" definition | How broad? Any prior relationship carve-out? |
| Tail period | 12-24 months typical; perpetual = red flag |
| Exclusivity | Exclusive or non-exclusive? |
| Minimum fee | Floor amount? |
| Joint representation | Consent required? Conflict waiver? |
| Escrow deduction | Auto-pay from proceeds? |
| Term/termination | Can you exit? |
| Broker status | BD registered if securities involved? |
| Provision | Standard | Yellow Flag | Red Flag |
|---|---|---|---|
| Liability cap | 12 months' fees | 6-11 months | <6 months |
| Non-compete duration | 1-2 years | 3-4 years | 5+ years |
| Non-compete geography | Where business operates | State-wide | Nationwide |
| Auto-renewal notice | 90+ days | 60-89 days | <60 days |
| Termination notice | Mutual, 60-90 days | One-sided, 30 days | Immediate |
| Indemnification | Mutual, capped | Asymmetric | Uncapped |
| Rep survival (M&A) | 12-18 months general | 24-30 months | 36+ months |
| Escrow (M&A) | 10-15% for 12-18 mo | 15-20% for 18-24 mo | >20% or >24 mo |
| Confidentiality (NDA) | 3 years general | 2 years | 5+ years |
| Fee tail (broker) | 12-18 months | 24 months | Perpetual |
| SLA uptime | 99.9% with credits | 99.5% | No SLA |
| Data export | 90 days, standard format | 30 days | None |
| Price increase cap | CPI or 5% annual | 10% annual | Uncapped |
| Cure period | 30 days | 15 days | None |
| Rating | Meaning | Examples |
|---|---|---|
| High | Usually accepted | Mutual termination, cure periods, data export |
| Medium | Depends on leverage | Liability cap increase, price caps |
| Low | Rarely changed | Network rules (payments), regulatory requirements |
| None | Non-negotiable | Card network mandates, banking regulations |
Power dynamic factors:
Non-Competes:
Choice of Law:
Arbitration Venues: