# Modeling Contract Review

> Review legal contracts, NDAs, employment agreements, SaaS terms, M&A documents, modeling agency contracts, and talent representation agreements. Identifies unfavorable terms, suggests redlines, and compares to market standards. Use for contract analysis, due diligence, or negotiation prep.

- Skill: `cptrizzen/modeling-contract-review` (Agent Skill, multi-file: 9 files)
- Install (CLI): `npx skillmds@latest add cptrizzen/modeling-contract-review`
- Raw SKILL.md: https://api.skillmd.com/api/skills/cptrizzen/modeling-contract-review/raw
- Safety review: pending
- Works with: Claude Code, Claude.ai, OpenAI Codex
- Category: Coding & Dev Tools
- Author: CptRizzen (https://skillmd.com/u/cptrizzen)
- Updated: 2026-09-17
- Page: https://skillmd.com/skills/cptrizzen/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:

```markdown
## 🚨 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 Names can be mistaken or out of date.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

```markdown
# 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:

| Red Flag | Why It Matters |
|----------|----------------|
| Liability cap < 6 months | Inadequate protection |
| Uncapped indemnification | Unlimited exposure |
| "As-is" with no warranty | No recourse for defects |
| Unilateral suspension without notice | Service can vanish |
| Unilateral amendment rights | Terms can change |
| No termination for convenience | Locked in |
| Perpetual obligations (tails, non-competes) | Indefinite exposure |
| Offshore jurisdiction (BVI, Cayman) | Expensive to enforce |
| Pre-signed conflict waivers | No recourse for conflicts |
| "Sole discretion" language favoring counterparty | No objective standard |
| Class action waiver + mandatory arbitration | Limited remedies |
| Asymmetric assignment rights | They can assign, you can't |
| Any upfront fee (training/listing/comp card/test shoot) | Legitimate agencies earn only on booked work — upfront fees = scam signal |
| Commission >25% | Industry standard is 15-20%; above 25% is exploitative |
| "In perpetuity" image/likeness rights | Your face used forever, globally, across all media with no recourse |
| Physical appearance control without model consent | Agency can require haircut, color, shave, weight change — loss of bodily autonomy |
| No payment timeline specified | Agency can hold model earnings indefinitely |
| Mother agency commission on self-booked work | Paying commission on jobs the agency had nothing to do with |
| Penalty clause for early contract exit | Financially trapped when leaving a bad agency relationship |
| Vague "service charges" stacked on stated commission | Hidden fees that cut actual take-home below the stated percentage |

---

## Document Type Checklists

### NDA Checklist

| Category | Check For |
|----------|-----------|
| Direction | One-way or mutual? |
| Definition scope | "All information" too broad? Standard exceptions? |
| Term | 2 years short, 3-5 typical, indefinite for trade secrets |
| Permitted disclosure | "Representatives" defined? Flow-down required? |
| Residuals clause | Can use general knowledge retained in memory? |
| Non-solicitation | Employees protected? |
| Standstill | Prevents hostile acquisition actions? |
| No-contact | Customers, suppliers, employees protected? |
| Return/destruction | Certification required? |
| Public announcement | Prohibits disclosure of discussions? |
| Compelled disclosure | Notice required? Time to seek protective order? |
| Injunctive relief | Pre-agreed specific performance? Bond waiver? |

### SaaS/MSA Checklist

| Category | Check For |
|----------|-----------|
| Liability cap | 12+ months = standard |
| Uptime SLA | 99.9% with credits = standard |
| Suspension rights | Unilateral? Notice required? |
| Data ownership | Customer owns customer data? |
| Data export | Format, duration, cost on termination? |
| Price increases | Capped? Notice period? |
| Auto-renewal notice | 90+ days = good, <60 = risk |
| Termination | Mutual for convenience? Cure period for cause? |
| Subprocessors | Notice of changes? Approval rights? |
| Insurance | Vendor carries E&O, cyber? |

### Payment/Merchant Agreement Checklist

| Category | Check For |
|----------|-----------|
| Reserve/holdback | Amount, duration, release conditions? |
| Chargeback liability | Capped? Fraud protection? |
| Network rules | Incorporated by reference? Access provided? |
| Auto-debit authority | Notice before debits? |
| Settlement timing | When do you receive funds? |
| Volume commitments | Realistic? Penalty for shortfall? |
| Suspension rights | Immediate or notice? |
| Termination tail | How long do obligations survive? |
| Audit rights | Frequency, notice, cost allocation? |
| PCI compliance | Who bears cost? |

### M&A Agreement Checklist

| Category | Check For |
|----------|-----------|
| Purchase price | Cash vs. stock vs. earnout mix? |
| Earnout mechanics | Measurement, discretion, audit rights, acceleration? |
| Escrow/holdback | Amount (10-15% typical), duration (12-18 mo), release? |
| Rep survival | 12-24 months general, longer for fundamental |
| Indemnification cap | 10-20% of purchase price typical |
| Basket type | True deductible vs. tipping? |
| Sandbagging | Pro-buyer or anti-sandbagging? |
| Non-compete | 2-3 years, geographic scope? |
| Working capital | Target, collar, true-up mechanism? |
| MAC definition | Carve-outs for market conditions? |
| Employment comp | Counted in purchase price or separate? |

### Finder/Broker Agreement Checklist

| Category | Check For |
|----------|-----------|
| Fee percentage | Specified or blank? |
| Fee calculation | What's included in deal value? Employment comp? |
| "Covered buyer" definition | How broad? Any prior relationship carve-out? |
| Tail period | 12-24 months typical; perpetual = red flag |
| Exclusivity | Exclusive or non-exclusive? |
| Minimum fee | Floor amount? |
| Joint representation | Consent required? Conflict waiver? |
| Escrow deduction | Auto-pay from proceeds? |
| Term/termination | Can you exit? |
| Broker status | BD registered if securities involved? |

### Modeling/Talent Agency Agreement Checklist

| Category | Check For |
|----------|-----------|
| Contract Duration | 1-3 years standard; 5+ years = red flag; auto-renewal + required notice period |
| Commission Rate | 15-20% standard; >25% = red flag; watch for vague "service charges" stacked on top |
| Exclusivity Scope | Geographic limits? Category limits (fashion vs. commercial vs. runway vs. print)? |
| Mother Agency Rights | Global commission on ALL work including self-booked? For how long post-termination? |
| Image & Likeness | Duration, geography, medium; "in perpetuity" or "worldwide all media" = red flag |
| Physical Appearance Clauses | Can agency require haircuts, coloring, shaving, weight changes without model consent? |
| Upfront Fees | Any amount for training, listing, comp cards, or test shoots = red flag (scam indicator) |
| Expense Deductions | What agency deducts from pay (travel, digitals, shipping); capped? itemized? |
| Payment Timing | When does model receive pay after client pays agency? Net 30-60 is standard |
| Direct Booking | Can model book direct clients without agency cut? |
| Portfolio/Test Shoot Ownership | Who owns photos from agency-arranged test shoots? |
| Exit/Termination | Notice period to exit? Penalty clauses for leaving early? |
| Post-Termination Non-Solicitation | How long after termination: no working with agency's clients directly? |
| Coogan Law (if under 18) | Required trust account for minors (15% of gross earnings in blocked account) |

---

## 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

| Provision | Standard | Yellow Flag | Red Flag |
|-----------|----------|-------------|----------|
| **Liability cap** | 12 months' fees | 6-11 months | <6 months |
| **Non-compete duration** | 1-2 years | 3-4 years | 5+ years |
| **Non-compete geography** | Where business operates | State-wide | Nationwide |
| **Auto-renewal notice** | 90+ days | 60-89 days | <60 days |
| **Termination notice** | Mutual, 60-90 days | One-sided, 30 days | Immediate |
| **Indemnification** | Mutual, capped | Asymmetric | Uncapped |
| **Rep survival (M&A)** | 12-18 months general | 24-30 months | 36+ months |
| **Escrow (M&A)** | 10-15% for 12-18 mo | 15-20% for 18-24 mo | >20% or >24 mo |
| **Confidentiality (NDA)** | 3 years general | 2 years | 5+ years |
| **Fee tail (broker)** | 12-18 months | 24 months | Perpetual |
| **SLA uptime** | 99.9% with credits | 99.5% | No SLA |
| **Data export** | 90 days, standard format | 30 days | None |
| **Price increase cap** | CPI or 5% annual | 10% annual | Uncapped |
| **Cure period** | 30 days | 15 days | None |
| **Modeling contract duration** | 1-2 years | 3 years | 5+ years |
| **Agency commission (modeling)** | 15-20% | 20-25% | >25% |
| **Upfront fees (modeling)** | $0 | Any amount | — |
| **Image rights duration (modeling)** | Per-project or 1-2 years | 3-5 years | "In perpetuity" |
| **Payment timing (model paid)** | Net 30-60 from client payment | Net 61-90 | Undefined or Net 90+ |
| **Post-term non-solicitation (modeling)** | 6-12 months, current clients only | 12-18 months | 2+ years or "all clients" |
| **Early exit penalty (modeling)** | None or nominal | 1-3 months commission | >3 months or dollar amount |

---

## Negotiability Guide

| Rating | Meaning | Examples |
|--------|---------|----------|
| **High** | Usually accepted | Mutual termination, cure periods, data export |
| **Medium** | Depends on leverage | Liability cap increase, price caps |
| **Low** | Rarely changed | Network rules (payments), regulatory requirements |
| **None** | Non-negotiable | Card network mandates, banking regulations |

**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)