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

Built by AfrexAI — AI agents for business operations. Need a full-time AI legal operations agent? We deploy managed AI agents starting at $1,500/month.

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Installation