Fortax Contract Review

Contract review

Needs Python 3 and internet: runs scripts/fortax.py (the Fortax engine on ai.fortax.in; your file is processed and not stored).

Typical asks: "is contract me client kis cheez se bandh raha hai", "NDA triage karo", "liability cap theek hai?", "rent agreement GST ke liye chalega?", "signing se pehle checklist bana do".

Three jobs, one procedure:

What this is, and what it is not

A CA is handed contracts constantly: a client's vendor agreement, a rent agreement for GST registration, a service contract whose payment clause decides the TDS, a shareholders' agreement before an allotment. They need to know what the document actually says, what it costs the client, and which clauses are dangerous.

You give them that. You do not give a legal opinion, and you never tell the client a clause is "enforceable" or "safe" as a conclusion of law. Where the answer turns on how a court would read something, say so and say the client should take an advocate's view. That line goes in the output once, plainly, not as boilerplate at the bottom of every section.

Step 1 — get the text, all of it

• A file in the client folder: read the file. PDF, Word, RTF and plain text all work.
• A page open in the browser: read it with your browser tool (Claude in Chrome, a Playwright/browser MCP, or the Codex browser). If you have none, ask the CA to save the page as PDF or paste the text.
• Pasted text: use it as given.

If pages come back with no text, the document is a scan. Say so, read those pages as images (see fortax-pdf-extraction), and mark every figure from them as read from an image.

Read the whole document before flagging anything. Clauses interact: an uncapped indemnity may be cut down by a liability cap three pages later, and a definition in Schedule 1 can change what a clause in the body means.

Step 2 — before the substance, check the paper

• Blanks. Any "₹____", "[amount]", "TBD", a blank date. List them at the top. A blank in a signed contract is a problem; in a draft it is a question for the client.
• Schedules and annexures. List every one the body refers to and say which are missing. A payment schedule that is "as per Annexure B" with no Annexure B means the price is unknown.
• Parties. Exact legal names. A proprietor contracting in a trade name, a company whose name does not match its CIN, or a signatory with no stated authority are all flags.
• Executed or draft, and the effective date against the signing date.
• Stamping. Whether the instrument appears stamped (e-stamp certificate, franking, stamp paper), and in which state. An insufficiently stamped instrument can be refused as evidence until duty and penalty are paid under the state's stamp law. Stamp duty is a state schedule that changes: look it up for the state and the instrument type, never state a rate from memory.
• Registration. A lease of immovable property for more than a year, and some other instruments, need registration under the Registration Act, 1908. Flag it; the CA confirms.

Step 3 — whose side, and what kind of document

Ask if it is not obvious: which party is our client? Customer or vendor, landlord or tenant, disclosing or receiving party, investor or promoter. Risk only exists relative to a side.

Then name the document type, because it decides which clauses are material. Leverage matters too: a small client buying from a sole-source vendor will get fewer changes than a large customer in a competitive market; terms required by a regulator (RBI, card networks, NPCI) are not negotiable.

Step 4 — the clause map

Go through every clause that exists and every one that should but does not. For each, quote the clause number so the CA can find it.

For deal-specific checklists (NDA, SaaS/MSA, payment/merchant, M&A, finder/broker), the 41-category CUAD risk list and the negotiability guide, read references/clause-checklists.md. They were written for US practice: use them as a list of what to look at, not as the Indian market standard.

Step 5 — red flags first

Before the deep pass, scan for these. Any one of them goes to the top of the findings.

Step 6 — rate each finding

Say why each RED is red in money or consequence, not in adjectives: "No liability cap, so a data breach claim against the client has no ceiling" beats "this is a high-risk clause". For a scored severity x likelihood view of a single risk, use fortax-legal-compliance-check.

Step 7 — what to ask for

For every RED and AMBER, give:

Clause 11.2 — Limitation of liability
Says:     "The Service Provider's aggregate liability shall not exceed fees paid in the preceding
           one month."
Ask for:  "…shall not exceed the fees paid in the twelve months preceding the claim."
Why:      A one-month cap on an annual contract leaves the client carrying almost all the risk.
Priority: Must have
Fallback: Six months' fees.

Quote the contract exactly. Keep suggested language plain and usable; the CA may paste it into a mail. Do not draft a whole replacement agreement unless asked.

Output of a full review

Contract review — <document name>
Parties: <our client> (<side>) and <counterparty>
Type: <type>   Status: <draft / executed>   Read from: <file / page / pasted>, <N> pages

Before anything else
- <blanks, missing schedules, stamping, registration, authority — or "Nothing missing">

What it binds the client to
- <plain summary: pay what, when, for how long, and how to get out>

Money and dates
| Item | Value | Clause |

Findings
| # | Rating | Clause | Issue | Consequence |

What to ask for
<the Step 7 blocks, RED first>

Needs an advocate's view
- <only the points that turn on how a court would read them>

Tax points for the CA
- <GST, TDS, MSME, related-party, FEMA — flagged, not concluded>

Save it next to the contract in the client folder as YYYY-MM-DD_<document>_review.md and give the CA the first two sections in chat.

Step 8 — NDA triage

For an incoming NDA the CA wants sorted fast, screen it against the ten criteria in references/nda-triage.md (structure, definition, obligations, carve-outs, permitted disclosures, term, return/destruction, remedies, problem provisions, law and forum) and classify:

• GREEN — standard. Mutual (or one-way in the right direction), all five standard carve-outs (public, prior possession, independent development, third-party receipt, legal compulsion), term 1-3 years with survival 2-5 years, no non-solicit / non-compete / exclusivity, no or narrow residuals, Indian law and a sensible forum, no liquidated damages, disclosure allowed to employees, contractors and advisers, retention exception for legal copies. Client can sign under its normal authority.
• YELLOW — needs a look. Broader definition, longer but market term, one carve-out missing, narrow residuals, non-preferred forum, minor asymmetry, workable marking rule, no explicit retention exception. One pass of redlines should fix it.
• RED — full review, do not sign. Wrong direction, missing independent-development or legal-compulsion carve-out, non-solicit or non-compete inside the NDA, exclusivity or standstill without an M&A reason, 10+ years or perpetual without a trade-secret reason, overbroad definition, broad residuals, hidden IP licence or assignment, liquidated damages, unscoped audit rights, foreign forum with mandatory arbitration, or a document that is not really an NDA (commercial terms inside). Counter with the client's own NDA or send for full review under Steps 1-7.

If the client or firm has its own NDA playbook (a file in the client folder), use it and say so; otherwise say the defaults above were applied. Output format is in the reference.

Step 9 — pre-signature check and signing order

Only on a final agreed draft. Nothing is sent or signed from here: you prepare the checklist and the signing order; the client signs and the CA or client sends it.

Pre-signature check — <document>
[ ] Final agreed form, no open redlines or comments, blanks filled
[ ] All schedules, annexures and exhibits attached
[ ] Exact legal names, CIN/LLPIN/PAN/GSTIN where quoted, registered addresses
[ ] Signatory authority: board resolution / partner authority / POA for each signer
[ ] Internal approvals done: board, shareholders (s.180/s.188 where relevant), lender consent if a covenant needs it
[ ] Stamp duty paid before or at execution, in the right state and amount (confirm the state schedule); e-stamp certificate attached
[ ] Registration needed? (lease > 1 year, conveyance) — book the sub-registrar
[ ] E-signature allowed for this instrument? The IT Act, 2000 First Schedule excludes some documents (e.g. power of attorney, trust, will, sale/conveyance of immovable property) — confirm
[ ] Dates: execution date and effective date agreed, or left blank for the date of last signature
[ ] Witnesses where the instrument or state law needs them
[ ] Reviewed by an advocate where Step 7 said it needs one

Then the signing configuration:

| Order | Signer | Email / phone | Signs for | Mode (wet / Aadhaar eSign / DSC) |
| 1     |        |               | <client>  |                                   |
| 2     |        |               | <counterparty> |                              |
CC on the executed copy: <names>
Status: Ready for the client to send / Issues to resolve first: <list>
Next: expected turnaround, follow-up if not signed within <N> days, where the executed copy is filed

The most common signing errors are a wrong legal entity name and a signer with no authority. Once executed, the copy goes into the client folder next to the review, stamp certificate with it.

Rules that do not bend

• Every finding points at a clause number. A finding you cannot anchor to text is not a finding.
• No rates, no limits, no due dates from memory. Stamp duty, TDS rates, the MSME credit limit, interest rates: run python3 scripts/fortax.py kb "<question>" --topics tds,gst and quote the source and captured date. If the match is weak or none, write "confirm on the notification / state schedule" and name the law.
• No case law from memory. Research it (fortax-deep-research) and use only a judgment you can cite.
• Never tell the CA to sign. You say what the document does. They and the client decide.
• Never send the document to the counterparty or a signing platform. Draft; the CA sends.

Credits: the clause-by-clause workflow, the three-tier rating and the redline format are adapted from review-contract; the NDA screen from triage-nda; the pre-signature checklist and signing configuration from signature-request — all in anthropics/knowledge-work-plugins, © Anthropic, Apache License 2.0 (LICENSE-THIRD-PARTY-knowledge-work-plugins.txt). The blanks-and-exhibits pre-check, red-flag scan and the checklists in references/clause-checklists.md are from evolsb/claude-legal-skill, MIT, Copyright (c) 2026 Christopher Sheehan (LICENSE-THIRD-PARTY-claude-legal-skill.txt).

Changes by Fortax: adapted for Indian law and CA practice, merged with triage-nda and signature-request (knowledge-work-plugins) and the checklists of claude-legal-skill; added Indian stamping, registration, GST, TDS, MSME, DPDP, Contract Act, Companies Act and FEMA checks; removed CLM / e-signature connector steps (nothing is sent or signed by the agent).