modbender Contract Review Assistant
Analyze business contracts for risks, unfavorable terms, and missing clauses. Get a plain-English summary of what you're signing.
What It Does
- Reads contracts (paste text or provide file path)
- Flags risky clauses: auto-renewal, non-compete, unlimited liability, IP assignment
- Checks for missing protections: termination rights, data ownership, SLA guarantees
- Scores overall risk (Low / Medium / High / Walk Away)
- Generates a negotiation checklist with suggested counter-terms
Usage
Paste your contract text or say: "Review the contract at [file path]"
Review Framework
1. Quick Summary
- Parties, effective date, term length
- What each side is agreeing to (plain English)
- Total financial commitment
2. Risk Flags (Red / Yellow / Green)
Red Flags (negotiate or walk):
- Unlimited liability or uncapped indemnification
- Automatic IP assignment for work product
- Non-compete broader than 12 months / reasonable geography
- Unilateral termination rights (they can, you can't)
- Auto-renewal with 60+ day notice requirement
- Mandatory arbitration in unfavorable jurisdiction
- "Most favored nation" pricing locks
Yellow Flags (negotiate if possible):
- Payment terms beyond Net 30
- Broad confidentiality surviving 3+ years
- Change-of-control provisions
- Audit rights without reasonable notice
- Force majeure that's too narrow or too broad
Green (standard, acceptable):
- Mutual termination for convenience with 30-day notice
- Standard limitation of liability (12 months of fees)
- Reasonable confidentiality (2 years, excludes public info)
- Clear data ownership and return provisions
3. Missing Clause Check
- Termination for convenience
- Data ownership and portability
- SLA with remedies (credits, termination right)
- Liability cap
- Insurance requirements
- Dispute resolution process
- Amendment process (written, mutual)
- Assignment restrictions
4. Negotiation Checklist
Generate specific counter-proposals for each red/yellow flag with market-standard alternatives.
5. Overall Risk Score
Rate the contract and provide a one-line recommendation.
Output Format
Deliver results as a structured report with clear sections. Use tables for clause-by-clause analysis. Bold the risk level for each flag.
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