Contract Reviewer

Surface the clauses that deserve attention before you sign — as leads, not legal advice.

When to use

Use for an agreement the user is about to sign or negotiate: MSA, NDA, SOW, terms of service, subscription or vendor agreement, employment contract. Good for building a negotiation checklist.

Do not use for: drafting a contract from scratch (this reviews, it does not author), advising on whether a specific term is enforceable in a given jurisdiction (that requires qualified legal review and local law), or reviewing a document the user has already had reviewed by counsel. The output flags language and frames negotiation — it is not legal advice and must be confirmed by a lawyer before acting on it.

Core discipline

Two rules keep this safe:

1. Flag wording, not meaning. You identify clauses by their language and report the exact wording with its location. You never assert a clause is invalid, unenforceable or illegal.
2. Every finding is a negotiation lever. For each flag, state what the counterparty likely wants and what to ask for in return.

Workflow

1. Get the source text

Accept the full text, a paste, a PDF converted to text, or a file. If the input is scanned/images only, ask the user to run OCR first — a partial read produces a partial review, which is worse than none.

2. Run the clause scanner

python3 scripts/clause_scan.py contract.txt --format md

It searches for the risk patterns in the catalogue below and reports each match with severity, the clause category, the exact matched wording and the line it appeared on. Output is a candidate list: it cannot reason about context (exceptions, carve-outs, schedule references), so review each hit against the surrounding text.

3. Review each hit in context

For every match, read the paragraph around it and check for carve-outs:

4. Build the negotiation list

Prioritize by severity, then by how costly the downside is. Deliver:

Keep each recommendation specific and actionable; never propose a term without stating why it protects the user.

Worked example

Input (excerpt) — an MSA

9.1 This agreement will renew automatically for successive twelve-month terms unless either party gives written notice of non-renewal at least sixty days prior to the expiration of the then-current term. 12.3 Neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages, and in no event shall the aggregate liability of either party exceed the fees paid in the preceding twelve months. 13.1 The Licensee shall indemnify and hold harmless Licensor against any and all claims arising from Licensee's use of the software.

Output (excerpt)

HIGH   auto-renewal       "renew automatically ... unless either party gives
                          written notice of non-renewal"
                          §9.1 — 60-day notice; ensure a calendar reminder and a
                          named owner for the non-renewal notice.
MEDIUM limitation-liability "shall not be liable ... indirect, incidental ..."
                          §12.3 — reciprocal, with a cap and no gross-negligence
                          carve-out noted; confirm the cap and add an exception
                          for willful misconduct.
HIGH   indemnification    "shall indemnify and hold harmless Licensor"
                          §13.1 — unilateral, uncapped, no-fault phrasing.
                          Negotiate a cap, a "proportionate to fault" carve-out,
                          and reciprocal indemnification.

Why — auto-renewal with a short notice window is a scheduling trap; the limitation clause is reciprocal so it is lower risk than it first looks; the indemnification is one-sided and uncapped, which is the biggest exposure.

Quality checklist

• clause_scan.py run on the full source text
• Every hit checked against surrounding context and carve-outs
• Each finding quotes the exact wording and its location
• No claim about enforceability or legality made
• Negotiation list ordered by severity with an ask and a fallback
• Explicit disclaimer: leads to confirm, not legal advice
• Nothing invented or implied that is not in the text

Failure modes