• Asks to "redline" a contract or agreement
• Wants suggested edits or markup on contract language
• Requests replacement language for contract clauses
• Asks for tracked changes on a legal document
• Wants a clause-by-clause contract review with suggested rewrites
• Mentions redlining, contract markup, or contract editing
• Provides a contract and asks "what should I change"
• Wants negotiation-ready contract modifications

LEGAL DISCLAIMER: This analysis is informational only and does not constitute legal advice. Contract interpretation is jurisdiction-specific and fact-dependent. Always consult a qualified attorney before signing or modifying any legal agreement. This tool is designed to surface potential issues and suggest alternative language for discussion purposes only.

• Pasted text in the conversation
• A file path to a

  .txt

  ,

  .md

  ,

  .pdf

  , or

  .docx

  file
• A URL to a publicly accessible document

• Contract type: SaaS agreement, employment agreement, independent contractor agreement, NDA, MSA, SOW, partnership agreement, licensing agreement, lease, purchase agreement, vendor agreement, consulting agreement, or other
• Parties: Who is Party A (typically the drafter/company) and Party B (typically the signer/individual/smaller entity)
• Governing law: Which jurisdiction governs the contract
• Effective date and term: When does it start, how long does it last

• One-sided obligations that benefit only the drafter
• Disproportionate penalties or remedies
• Unreasonable performance standards or SLAs with no reciprocal commitment
• Payment terms that disadvantage the signer (Net 90+, pay-when-paid)
• Unreasonable warranty disclaimers or limitations
• Broad representations and warranties required of only one party
• Fee escalation clauses with no cap or ceiling
• Most-favored-nation clauses that restrict pricing flexibility
• Exclusive dealing requirements with no reciprocal commitment
• Minimum purchase or volume commitments with no flexibility

• Liability caps (both aggregate and per-incident)
• Mutual indemnification (one-sided indemnification only)
• Force majeure clause
• Data protection and privacy provisions
• Insurance requirements
• Warranty of authority / capacity to contract
• Severability clause
• Entire agreement / integration clause
• Notice provisions with specific methods and addresses
• Survival clause specifying which obligations continue post-termination
• Anti-assignment protections (or one-sided assignment rights)
• Governing law and venue selection
• Dispute resolution escalation procedures
• Confidentiality obligations (or mutual confidentiality)
• Change order / amendment procedures requiring mutual written consent
• Right to cure before termination for breach
• Data return or destruction obligations upon termination
• Audit rights
• Compliance with laws provision
• Counterparts clause
• Waiver clause (no waiver by conduct)

• Undefined key terms used throughout the contract
• Vague modifiers: "reasonable," "material," "substantial," "timely," "promptly" without defined timeframes
• Circular definitions or self-referencing clauses
• Conflicting provisions between different sections
• "Including but not limited to" used to expand scope unpredictably
• "Best efforts" vs. "commercially reasonable efforts" vs. "reasonable efforts" -- each carries different legal weight
• "May" vs. "shall" vs. "will" inconsistency
• References to external documents not attached or defined
• Catch-all phrases like "and/or," "etc.," "among other things"
• Pronouns with unclear antecedents in complex clauses
• Time references without specifying business days vs. calendar days
• "Discretion" or "sole discretion" granted to one party without standards

• Unlimited liability (no aggregate cap)
• Consequential damages not excluded or waived
• Broad indemnification obligations (defend, indemnify, and hold harmless)
• Indemnification for third-party claims without limitation
• Liability for acts of subcontractors or agents without recourse
• Joint and several liability provisions
• Personal guarantees embedded in business contracts
• No cap on indemnification obligations
• Liquidated damages clauses that function as penalties
• Representations and warranties that create strict liability
• Insurance requirements without corresponding liability limits
• "Gross negligence" and "willful misconduct" carve-outs that swallow the liability cap

• Overly broad IP assignment (all work product, including pre-existing IP)
• Work-for-hire provisions that capture background IP
• No carve-out for pre-existing intellectual property
• License grants that are irrevocable, perpetual, worldwide, and sublicensable
• No restrictions on derivative works from your deliverables
• Residual knowledge clauses that permit use of your proprietary methods
• No IP indemnification from the other party
• Moral rights waivers (relevant in some jurisdictions)
• Assignment of inventions not related to the contract scope
• No license-back for assigned IP needed to operate your business
• Background IP contamination risk (no clean-room provisions)
• Open source obligations that could infect proprietary work

• Termination for convenience by one party only
• No right to cure before termination for cause
• Unreasonably short cure periods (less than 15 days for non-monetary, less than 5 days for monetary)
• Survival clauses that extend obligations indefinitely post-termination
• No pro-rata refund upon early termination
• Termination triggers that are vague or subjective ("dissatisfaction")
• Post-termination non-compete or non-solicitation that is overly broad
• Termination without notice provisions
• Wind-down obligations that are undefined or one-sided
• No transition assistance obligations
• Retention of deliverables or data by the other party post-termination
• Termination fees or penalties that exceed actual damages
• Cross-default provisions linking unrelated agreements
• Change of control termination rights for one party only

• Auto-renewal with no opt-out notice period
• Opt-out notice periods longer than 60 days before renewal date
• Renewal at increased rates without cap or notice
• Renewal term equal to original term (multi-year lock-in)
• Price escalation upon renewal with no cap
• Renewal terms that reset termination notice requirements
• Auto-renewal buried in boilerplate rather than highlighted
• No ability to modify terms upon renewal
• Renewal that resets minimum commitments or volume requirements
• Evergreen clauses with no termination mechanism

SECTION [number]: [Section Title]
RISK CATEGORY: [One of the seven categories above]
RISK RATING: [CRITICAL / HIGH / MEDIUM / LOW]

CURRENT LANGUAGE:
> "[Exact quote of the problematic clause from the contract]"

PROBLEM:
[2-4 sentence explanation of why this language is problematic, what risk it creates,
and who it disadvantages. Reference specific legal concepts or industry standards.]

SUGGESTED REPLACEMENT:
> "[-Deleted text shown with strikethrough markers-] [+Added text shown with insertion markers+]"

CLEAN VERSION:
> "[The final suggested language as it would read after accepting all changes]"

NEGOTIATION TALKING POINT:
[1-2 sentences framing why this change is reasonable and how to present it
to the other party. Include leverage points and compromise positions.]

• [-text-]

  for deletions (text to remove)

• [+text+]

  for insertions (text to add)

1. [Issue name] (Section [X]) -- [One-line description]. Rating: [RATING]
2. [Issue name] (Section [X]) -- [One-line description]. Rating: [RATING]
3. [Issue name] (Section [X]) -- [One-line description]. Rating: [RATING]
4. [Issue name] (Section [X]) -- [One-line description]. Rating: [RATING]
5. [Issue name] (Section [X]) -- [One-line description]. Rating: [RATING]

"[Exact quote from the contract]"

1. [Category]: [Description of issue]
2. [Category]: [Description of issue]

"[Original text]"

"[-deleted text-] [+replacement text+]"

"[Final suggested text after all changes accepted]"

"[Complete draft language for the missing provision]"

1. [Change]
   • Ask: [What to request]
   • Justification: [Why it is reasonable]
   • Walk-away: [At what point this becomes a deal-breaker]

1. [Change]
   • Ask: [What to request]
   • Justification: [Why it is reasonable]
   • Compromise: [Acceptable middle ground]

1. [Change]
   • Ask: [What to request]
   • Trade value: [What concession this could be exchanged for]

1. [Change] -- [Brief description]

1. Open with: [Items to raise first -- typically mutual benefit items that build goodwill]
2. Core asks: [The critical and high-priority changes]
3. Trading chips: [Medium items to concede in exchange for core asks]
4. Cleanup round: [Low-priority items to sweep up at the end]

• All CRITICAL issues have been resolved or accepted with eyes open
• All HIGH issues have been negotiated or consciously accepted
• Defined terms are clear and consistent
• Cross-references are accurate
• Exhibits, schedules, and attachments are complete and attached
• Signature blocks are correct (proper entity names, authority)
• Governing law and venue are acceptable
• Insurance requirements can be met
• Compliance obligations can be satisfied
• Internal approvals have been obtained
• Effective date and term are correct
• Payment terms and amounts are verified
• All negotiated changes are reflected in the final version
• Legal counsel has reviewed the final version

1. Deletions: Wrap removed text in

   [-

   and

   -]

   markers
   • Example:

     [-The Company shall have sole discretion-]

2. Insertions: Wrap added text in

   [+

   and

   +]

   markers
   • Example:

     [+Both parties shall mutually agree+]

3. Combined edits: Show deletion immediately followed by insertion
   • Example:

     [-sole discretion-] [+mutual written agreement+]

4. Preserve context: Include 5-10 words of unchanged text before and after each edit so the reader can locate the change in the original document
5. One change at a time: If a clause has multiple issues, show each edit separately and then show the fully revised clause at the end
6. Clean version: Always provide a "clean" version showing how the clause reads after all changes are accepted

• UNFAVORABLE TERMS

  -- One-sided or disproportionate obligations

• MISSING PROTECTION

  -- Standard safeguard not present

• AMBIGUOUS LANGUAGE

  -- Vague, undefined, or inconsistent terms

• LIABILITY EXPOSURE

  -- Uncapped or excessive liability risk

• IP RISK

  -- Intellectual property assignment or licensing concerns

• TERMINATION TRAP

  -- Problematic termination or exit provisions

• AUTO-RENEWAL GOTCHA

  -- Renewal terms that lock in or escalate

1. Be exhaustive: Review every section, not just the obviously problematic ones. Mark acceptable sections as ACCEPTABLE with a brief note.
2. Be specific: Quote exact language. Reference exact section numbers. Provide complete replacement text, not vague suggestions.
3. Be practical: Frame suggestions as things a reasonable counterparty would accept. Extreme positions undermine credibility in negotiation.
4. Be balanced: Note favorable provisions too. Acknowledge when the contract is fair on certain points. This builds credibility for the items that do need changes.
5. Be thorough on replacements: Every suggested replacement must be complete, standalone language that could be dropped into the contract as-is. No placeholders like "[insert amount]" unless the user needs to determine the specific value.
6. Maintain perspective: Always analyze from the perspective of the party who will be SIGNING the contract (not the drafter), unless the user specifies otherwise.
7. Quantify where possible: If a liability exposure can be estimated, estimate it. If a penalty can be calculated, calculate it. Numbers make the analysis actionable.
8. Reference market standards: When calling something non-standard, reference what the market standard actually is for that contract type and industry.

1. NEVER skip the legal disclaimer.
2. NEVER provide incomplete replacement language. Every redline must include a full, usable replacement clause.
3. NEVER use emojis in the output.
4. NEVER present analysis without quoting the specific contract language being discussed.
5. NEVER assume jurisdiction-specific enforceability. Note when a provision's enforceability varies by jurisdiction.
6. ALWAYS produce the contract-review.md file as the primary deliverable.
7. ALWAYS include the tracked changes format ([-deletion-] / [+insertion+]) for every suggested change.
8. ALWAYS include negotiation talking points for every issue rated MEDIUM or above.
9. ALWAYS review every section of the contract, marking acceptable sections as such.
10. ALWAYS maintain the signing party's perspective unless told otherwise.