Modeling Contract Review

Contract Review Skill

Review legal contracts for risks, extract key terms, and suggest redlines. Built on the CUAD dataset (41 risk categories), ContractEval benchmarks, and LegalBench.

When to Activate

• User mentions "review contract", "analyze agreement", "check this contract"
• User uploads or references a PDF/DOCX legal document
• User asks about specific clauses, risks, or terms
• User mentions "modeling contract", "talent agency", "representation agreement", "comp card", "mother agency"
• User is a model, talent, or creative professional reviewing a representation agreement

Step 0: Community Report Check

Before any other analysis, check if the counterparty agency name matches any entry in the Community-Reported Agency List (see bottom of this skill).

If a match is found, display this block prominently at the very top of the output, before all other sections. Report it as an unverified community allegation, never as established fact:

## 🚨 COMMUNITY WARNING — UNVERIFIED

**[Agency Name] has been reported by members of the r/MODELING community.**

Category: [insert category from list]
Reported concern: [insert any notes from the list entry]

These reports are unverified allegations from anonymous members of the public — word of mouth, Google reviews, and self-reported experience. They have not been independently investigated or confirmed, and they are not a finding that this agency did anything wrong. Names can be mistaken or out of date.

Treat this as a reason to slow down and research, not as proof. Do not sign or pay anything until you have independently verified this agency's legitimacy.

Source: r/MODELING "The Ultimate Scam Agency List" (reddit.com/r/MODELING/comments/1fif93l)

---

Continue with the standard contract review below the warning. If no match, proceed directly to Step 1.

Step 1: Pre-Review Checklist

Before analyzing content, verify document completeness:

• Blank fields: Flag any "$X", "TBD", "[amount]", "____" placeholders
• Missing exhibits: List all referenced schedules/exhibits and note which are missing
• Signature status: Draft or already executed?
• All pages present: Check for truncation or missing sections

If blank fields or missing exhibits exist, flag prominently in output header.

Step 2: Identify Document Type & User Position

Ask if unclear: "Which party are you? (customer, vendor, buyer, seller, licensor, licensee, receiving party, disclosing party)"

This affects what's "risky":

• Customer reviewing vendor agreement → flag vendor-favorable terms
• Vendor reviewing own template → flag customer-favorable terms
• Buyer in M&A → flag seller-favorable terms
• Seller in M&A → flag buyer-favorable terms
• Receiving party in NDA → flag disclosing party-favorable terms

Assess power dynamic:

• Startup vs. large enterprise? (limited negotiating leverage)
• Standard form vs. negotiated? (some terms non-negotiable)
• Regulated industry? (some terms legally required)

Output Format

Use markdown for readable, scannable output. Do NOT use XML tags.

Example Output

# Contract Review: [Document Name]

**Document Type:** SaaS Subscription Agreement
**Your Position:** Customer
**Counterparty:** Acme Software Inc.
**Risk Level:** 🟡 Medium
**Document Status:** Draft / Executed on [date]

## ⚠️ Pre-Signing Alerts

- **Blank field:** Fee amount in Section 4.1 is "$____"
- **Missing exhibit:** Exhibit B (SLA) referenced but not attached

## Executive Summary

Standard vendor agreement with some one-sided terms. The 3-month liability cap and
asymmetric termination rights need attention. Data ownership is clear.

---

## Key Terms

| Term | Value | Location |
|------|-------|----------|
| Initial Term | 12 months | Section 8.1 |
| Auto-Renewal | 12-month periods, 60-day notice | Section 8.2 |
| Liability Cap | 3 months' fees | Section 10.2 |
| Governing Law | Delaware | Section 12.1 |

---

## Red Flags (Quick Scan)

| Flag | Found | Location |
|------|-------|----------|
| Liability cap < 6 months | ⚠️ Yes | Section 10.2 |
| Uncapped indemnification | No | — |
| Unilateral amendment rights | ⚠️ Yes | Section 14.1 |
| No termination for convenience | No | — |
| Perpetual obligations | No | — |
| Offshore jurisdiction | No | — |

---

## Risk Analysis

### 🔴 Critical

**Limitation of Liability** (Section 10.2)
> "Liability shall not exceed fees paid in the preceding three (3) months"

- **Issue:** 3-month cap is below market standard (typically 12 months)
- **Risk:** For $120K annual contract, liability capped at $30K
- **Market Standard:** 12 months' fees
- **Negotiability:** Medium — most vendors accept 6-12 months
- **Redline:** Change "three (3) months" → "twelve (12) months"
- **Fallback:** Accept 6 months as compromise

---

### 🟡 Important

**Termination for Convenience** (Section 8.5)
> "Vendor may terminate for any reason upon 30 days notice"

- **Issue:** One-sided; customer lacks equivalent right
- **Market Standard:** Mutual termination rights
- **Negotiability:** High — reasonable ask
- **Redline:** Add "Either party may terminate..." or change to "90 days"

---

### 🟢 Reviewed & Acceptable

| Category | Status | Notes |
|----------|--------|-------|
| Data Ownership | ✓ | Customer owns all customer data |
| IP Rights | ✓ | Clear separation, no broad assignment |
| Confidentiality | ✓ | Mutual, 3-year term, standard exceptions |
| Governing Law | ✓ | Delaware — neutral for commercial |

---

## Missing Provisions

| Provision | Priority | Why It Matters |
|-----------|----------|----------------|
| Data Export Rights | Critical | No guaranteed way to get data out on termination |
| SLA Credits | Important | 99.9% uptime stated but no remedy for breach |
| Price Increase Cap | Important | Renewal pricing uncapped |

**Suggested language for Data Export:**
> "Upon termination, Vendor shall make Customer Data available for export in CSV or JSON format for 90 days at no additional charge."

---

## Internal Consistency Issues

- ⚠️ Section 5.2 references "Exhibit C" but no Exhibit C exists
- ⚠️ "Confidential Information" defined in Section 3.1 but used lowercase in Section 7

---

## Negotiation Priority

| # | Issue | Ask | Negotiability |
|---|-------|-----|---------------|
| 1 | Liability cap | 12 months | Medium |
| 2 | Termination rights | Mutual | High |
| 3 | Data export | Add provision | High |
| 4 | Price cap | 5% annual max | Medium |

---

*This review is for informational purposes only. Material terms should be reviewed by qualified legal counsel.*

Red Flags Quick Scan

Check these danger signs FIRST before deep analysis:

Document Type Checklists

NDA Checklist

SaaS/MSA Checklist

Payment/Merchant Agreement Checklist

M&A Agreement Checklist

Finder/Broker Agreement Checklist

Modeling/Talent Agency Agreement Checklist

Risk Categories (CUAD 41 + Extensions)

Document Basics

• Document Name and Type
• Parties (legal names, roles)
• Agreement Date / Effective Date
• Expiration Date
• Renewal Terms
• Document Status (draft/executed)
• Blank Fields / Placeholders

Term & Termination

• Contract Term / Duration
• Termination for Convenience
• Termination for Cause
• Post-Termination Services
• Survival Clauses
• Suspension Rights (immediate vs. with notice)
• Cure Periods

Assignment & Control

• Anti-Assignment Clause
• Change of Control
• Consent Requirements
• Asymmetric Assignment (they can, you can't)

Financial Terms

• Payment Terms
• Price Restrictions / Adjustments
• Most Favored Nation (MFN)
• Minimum Commitment
• Volume Restrictions
• Audit Rights
• Price Escalation Caps
• Reserve/Holdback Requirements
• Auto-Debit Authority

Liability & Risk

• Limitation of Liability
• Cap on Liability
• Uncapped Liability Carve-outs
• Indemnification
• Insurance Requirements
• Warranty Duration
• Warranty Disclaimer (As-Is)
• Exclusive Remedy Clauses
• Chargeback/Return Liability

IP & Confidentiality

• IP Ownership Assignment
• License Grant
• Affiliate License - Licensor/Licensee
• Covenant Not To Sue
• Non-Compete
• Non-Solicitation (Employees/Customers)
• Competitive Restriction Exception
• Exclusivity
• Non-Disparagement
• Confidentiality Duration
• Third Party Beneficiary
• Residuals Clause
• Feedback Ownership

Dispute Resolution

• Governing Law
• Jurisdiction / Venue
• Arbitration vs Litigation
• Jury Trial Waiver
• Class Action Waiver
• Offshore Jurisdiction Flags

Special Provisions

• ROFR / ROFO / ROFN
• Revenue/Profit Sharing
• Joint IP Ownership
• Source Code Escrow
• Irrevocable or Perpetual License
• Data Export Rights
• Uptime/Availability SLA
• Sublicensing Rights
• Unilateral Amendment Rights

Modeling / Talent Representation

• Physical Appearance Control (hair, weight, clothing requirements)
• Image & Likeness Duration and Territory
• Upfront Fee Requirements
• Mother Agency Global Commission Tail (post-termination)
• Coogan Law Compliance (minors — blocked trust account)
• Expense Deduction Transparency and Caps
• Direct Booking Prohibition

Market Standard Benchmarks

Negotiability Guide

Power dynamic factors:

• Large customer + small vendor = more leverage
• Startup + enterprise vendor = less leverage
• Competitive market = more leverage
• Sole-source vendor = less leverage
• Regulated terms = no leverage (legally required)

Jurisdiction Notes

Non-Competes:

• California, North Dakota, Oklahoma, Minnesota: Generally void
• Other states: Reasonableness test applies

Choice of Law:

• Delaware: Corp-friendly, predictable
• New York: Financial agreements, sophisticated courts
• California: Employee-friendly, tech industry
• BVI/Cayman: Offshore, expensive to litigate, potential red flag

Arbitration Venues:

• AAA, JAMS: Standard US commercial
• SIAC (Singapore), LCIA (London): International, expensive
• Mandatory + class waiver: Limits remedies significantly

Modeling / Talent Representation:

• California: Strong model protections; AB 5 implications for independent contractor classification; non-competes generally void
• New York: NY Labor Law Art. 11 requires talent agency licensing; advance fees prohibited by law
• Illinois: Talent Agency Act regulates fees and payment timing
• Coogan Law (all US states): Minors must have 15% of gross earnings placed in a blocked trust account; non-compliance = contract voidable
• International agencies (Paris, Milan, London): Commission structures often 20-30% internationally; cross-border jurisdiction adds enforcement complexity

Community-Reported Agency List (Unverified Allegations)

Important — read before using this list. Every entry below is an unverified allegation reported by members of the public on the r/MODELING subreddit, compiled from word of mouth, Google reviews, and self-reported personal experience. Nothing here has been independently investigated, confirmed, or adjudicated. Inclusion is not a statement of fact that any named business or person committed fraud, a crime, or any other wrongdoing. Names may be mistaken, outdated, or refer to a different entity with a similar name.

Treat this list as a prompt to do your own research — never as a verdict.

Source: r/MODELING "The Ultimate Scam Agency List" — reddit.com/r/MODELING/comments/1fif93l

Last verified against the source thread: 2026-07-30.

To dispute or request removal of an entry, open an issue at github.com/CptRizzen/modeling-contract-review/issues — see SECURITY.md for the removal process.

Check the counterparty name against this list in Step 0. Partial matches (e.g., "Nine9" matching "Nine9.com") count as a match. Always present a match as "has been reported by community members", never as "is a scam".

Category 1 — Reported to Require Upfront Payment (Photo Shoot / Classes)

• Nine9 / Nine9.com
• Empire Models
• NYLA Talent
• Preview Models
• Couture Modeling NY
• About Faces Modeling (Atlanta, GA)
• Disstrikkt (Netherlands)
• New View (Cincinnati, OH)
• Talent Inc. (remote/cross-country recruit)
• MAPS / West-38
• Muse Management / Human Models Portland OR (now operating as Human Models)
• PMTM Agency Chicago
• Apollo Model Management / Ivan Andreas
• Rebeca Scouting
• Mmg
• Into-modeling (New York)
• Evrolida
• Tresidon
• Mikes Best Talent Agency
• Discovery Models
• Photo Studio Group LLC / Studio One
• Talent USA
• Skin I'm In Model and Talent
• MModels and Talents (Toronto)

Category 2 — Reported as Taking Payment and Disappearing

• @sayoriyoshi / @sayoriyoshico (Instagram)
• Anthony Rhyne (independent modeling recruiter)
• GlamourFlux (contested)
• ModelWebsiteHost.com

Category 3 — Sketchy Based on Gmail Interactions

• Discovery-model / The Photo-Studio Group

Category 4 — Miscellaneous / Unverified Concerns

• Avidlove (contact: anaiahmonnana@gmail.com)
• Top Model Europe
• John Casablancas
• Nation Management (nationmgmt.com) — reason unknown
• Rune Modeling
• Starlight Talent Agency
• beautifulyou_fashiontour (Instagram) / beautifulmode.com
• Willy_scouts (Instagram) — community members raised unverified trafficking concerns
• Most unsolicited Instagram DMs offering free/discounted clothing in exchange for posts
• Note: Legitimate Next Model emails end in @nextmodels.com (with an S) — @nextmodel.com (no S) is fraudulent

Category 5 — 🚨 Personal-Safety Reports (Unverified Allegations Against Individuals)

These are unproven allegations posted by anonymous members of the public. None have been verified, and none are findings of fact or accusations by this project. Their only purpose here is to prompt ordinary personal-safety precautions. Never state or imply that a named person committed a crime.

If a user mentions any of the following names or situations, do not repeat the allegation — instead output the general safety rule below and advise independent verification of the person's identity and employer.

• Eugene Khazin — name raised in community reports (profile referenced on Backstage)
• Babak Eftekhari — name raised in community reports (profile referenced on IMDb)
• Adam Chin — name raised in community reports (Instagram @svnhng)
• Individuals impersonating Premier Models London scouts — impersonation of a legitimate agency; if unsure, email safety@premiermodelmanagement.com to verify identity before any meeting

General safety rule to include in output whenever a street-approach or DM-approach is mentioned:

If approached on the street or via DM and asked to model, always ask if someone you know is allowed to accompany you to the shoot or interview. If the answer is no, leave immediately and go to a populated area. Tell friends and family where you are going. Have a location-sharing app active.

Guardrails

• Not legal advice: Recommend attorney review for material terms
• Not tax advice: Flag but don't opine
• Jurisdiction matters: Note when enforceability varies
• Express uncertainty: Say when interpretation is unclear
• No hallucination: Only reference text actually in document
• Show what's acceptable: Always include "Reviewed & Acceptable" section
• Document status matters: Note if already executed (review is informational)