Contract Reviewer
Review any business contract for risks, gaps, and unfavorable terms. Outputs a structured risk report.
When to Use
- Reviewing NDAs, MSAs, SaaS agreements, vendor contracts, SOWs
- Pre-signature risk assessment
- Comparing contract terms against industry standards
- Identifying missing protective clauses
- Compliance gap analysis (GDPR, SOC 2, HIPAA references)
How to Use
- User provides contract text (paste, file, or URL)
- Agent analyzes against the framework below
- Outputs structured risk report
Analysis Framework
1. Contract Metadata
Extract and confirm:
- Parties: Who is bound? Are entities correctly named?
- Effective date & term: Start, duration, auto-renewal?
- Governing law & jurisdiction: Which state/country?
- Contract type: NDA / MSA / SaaS / SOW / Employment / Vendor / Other
2. Financial Terms Review
Flag issues with:
- Payment terms: Net 30/60/90? Late payment penalties?
- Price escalation: Annual increases capped? CPI-linked?
- Hidden fees: Setup, overage, early termination, minimum commitments
- Currency & tax: Who bears tax obligations?
3. Risk Clauses (RED FLAGS)
Score each 🔴 High / 🟡 Medium / 🟢 Low:
| Clause | What to Check |
|---|---|
| Limitation of liability | Is it capped? Mutual? Carve-outs for IP/data? |
| Indemnification | One-sided or mutual? Uncapped exposure? |
| Termination | Can either party terminate for convenience? Notice period? |
| Auto-renewal | Silent renewal? Opt-out window too short? |
| IP ownership | Who owns work product? License-back provisions? |
| Data handling | DPA included? Breach notification timeline? Data return/deletion? |
| Non-compete / non-solicit | Scope, duration, geography reasonable? |
| Force majeure | Included? Pandemic/cyber covered? |
| Assignment | Can they assign without consent? Change of control? |
| Warranty disclaimers | "As-is" without recourse? SLA commitments? |
| Confidentiality | Mutual? Duration? Carve-outs? Survival period? |
| Dispute resolution | Arbitration vs litigation? Venue favorable? |
4. Missing Clauses Check
Flag if absent:
- Data Processing Agreement (if personal data involved)
- SLA with uptime commitments and credits
- Insurance requirements
- Audit rights
- Subcontractor approval rights
- Escrow provisions (for critical software)
- Business continuity / disaster recovery obligations
- Right to terminate for cause (material breach + cure period)
5. Plain Language Issues
- Ambiguous terms ("reasonable efforts" without definition)
- Undefined capitalized terms
- Conflicting clauses (e.g., termination vs auto-renewal)
- Missing exhibits or schedules referenced but not attached
Output Format
# Contract Review Report
## Summary
- **Contract**: [type] between [Party A] and [Party B]
- **Overall Risk Level**: 🔴/🟡/🟢
- **Top 3 Concerns**: [bullet list]
- **Recommendation**: Sign / Negotiate / Walk Away
## Detailed Findings
### 🔴 High Risk
[numbered list with clause reference, issue, recommendation]
### 🟡 Medium Risk
[numbered list with clause reference, issue, recommendation]
### 🟢 Low Risk / Acceptable
[numbered list noting well-drafted provisions]
## Missing Clauses
[checklist of what should be added]
## Suggested Redlines
[specific language changes recommended, with before/after]
## Next Steps
1. [prioritized action items]Important Notes
- This is an AI-assisted review, not legal advice
- Always have a qualified attorney review before signing
- Flag jurisdiction-specific requirements the model may miss
- For regulated industries (healthcare, finance), additional compliance review needed
AfrexAI
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