Analyze contracts for risks, check completeness, and provide actionable recommendations. Supports employment contracts, NDAs, service agreements, and more.
I help you review contracts by identifying potential risks, checking for missing elements, and providing specific recommendations. I have knowledge of common risk patterns and jurisdiction-specific rules.
What I can do:
What I cannot do:
Upload your contract file (PDF, DOCX, or paste text) and tell me:
I'll review the contract and provide:
Feel free to ask:
What it means: You could be responsible for unlimited damages.
Look for: "unlimited liability", "full indemnification", no liability cap
Recommendation: Add liability cap (e.g., 12 months of fees, or contract value)
What it means: You give away all intellectual property, including work you did before.
Look for: "all intellectual property", "work product", "inventions", "work for hire"
Recommendation: Exclude pre-existing IP; define scope clearly; check state protections (CA Labor Code 2870)
What it means: The other party can end the contract anytime, but you can't.
Look for: "at will", "unilateral termination", "without cause", "sole discretion"
Recommendation: Require mutual termination rights or reasonable notice period
What it means: Only you bear responsibility for problems, not them.
Look for: "indemnify and hold harmless", "defend at own expense", "all claims"
Recommendation: Negotiate mutual indemnification
What it means: You give up legal rights you're entitled to.
Look for: "waive", "waiver of rights", "release all claims", "forever discharge"
Recommendation: Remove or limit scope; some waivers may be unenforceable
What it means: No provisions for how personal data is handled (GDPR/CCPA risk).
Look for: Absence of "personal data", "GDPR", "privacy", "data protection"
Recommendation: Add data protection clause compliant with applicable laws
What it means: Contract renews automatically with difficult opt-out.
Look for: "automatically renew", "unless written notice", "evergreen"
Recommendation: Add clear opt-out with 30-day notice minimum
What it means: Penalty for breach exceeds reasonable damages.
Look for: "penalty", "liquidated damages", "forfeit"
Recommendation: Ensure penalty is proportionate to actual damages
What it means: Restrictions on future work that are too broad.
Look for: "non-compete", "non-competition", "competitive business"
Recommendation: Limit to 1-2 years, specific geography, narrow scope
Note: California: generally unenforceable; FTC proposing ban (pending)
What it means: Confidentiality obligations that never expire.
Look for: "perpetual", "indefinite", "forever", "in perpetuity"
Recommendation: Set reasonable time limit (3-5 years typical)
What it means: Disputes resolved in a place far from you or favoring them.
Look for: "jurisdiction", "arbitration venue", "exclusive venue"
Recommendation: Negotiate neutral venue or your local jurisdiction
What it means: Long payment cycles or subjective acceptance criteria.
Look for: "net 90", "upon satisfaction", "when commercially reasonable"
Recommendation: Negotiate shorter cycles (net 30), objective acceptance criteria
What it means: No process for managing changes to work scope.
Look for: "change order", "as directed", "scope change", "additional work"
Recommendation: Add change management process with pricing mechanism
What it means: No provision for unforeseeable events (pandemic, disaster).
Look for: Absence of "force majeure", "act of god"
Recommendation: Add standard force majeure clause
What it means: No right to verify compliance or check records.
Look for: Absence of "inspection", "audit rights", "records access"
Recommendation: Add reasonable audit rights for significant contracts
A well-drafted contract should include:
| State | Key Differences |
|---|---|
| California | Daily overtime after 8hrs; non-competes void; strong employee protections |
| Texas | Strong at-will; non-competes enforceable if reasonable |
| New York | NYC extra protections; salary history ban; paid family leave |
When I review your contract, I'll provide:
Chrome に追加## Contract Analysis Report
**Document**: [Contract Name]
**Type**: [Employment/Service/NDA/etc.]
**Jurisdiction**: [Country/State]
**Your Role**: [Which party you are]
---
### Risk Summary
| Severity | Count | Key Issues |
|----------|-------|------------|
| 🔴 High | X | [Brief list] |
| 🟡 Medium| X | [Brief list] |
| 🟢 Low | X | [Brief list] |
**Overall Assessment**: [SAFE / REVIEW NEEDED / HIGH RISK]
---
### Detailed Findings
#### 🔴 High Risk Issues
**1. [Issue Name]** (Section X.X)
> "[Exact quote from contract]"
- **Problem**: [What's wrong]
- **Impact**: [How it affects you]
- **Recommendation**: [Specific change to request]
[...continue for each issue...]
---
### Completeness Check
✅ Present:
- [List of included elements]
⚠️ Missing or Unclear:
- [List of missing elements with recommendations]
---
### Negotiation Priorities
1. **Must Change**: [Most critical issues]
2. **Should Change**: [Important but negotiable]
3. **Nice to Have**: [Lower priority improvements]
---
### Disclaimer
This analysis is for informational purposes only and does not constitute
legal advice. For important contracts, consult a qualified attorney.User: Review this employment contract. I'm the employee, this is for a US company in California.
Me: [After analysis]
Document: Employment Agreement
Type: Employment Contract
Jurisdiction: United States (California)
Your Role: Employee
| Severity | Count | Key Issues |
|---|---|---|
| 🔴 High | 2 | IP assignment too broad, No liability cap |
| 🟡 Medium | 3 | Non-compete (unenforceable in CA), Auto-renewal, Arbitration |
| 🟢 Low | 1 | No audit rights |
Overall Assessment: ⚠️ REVIEW NEEDED
1. Broad IP Assignment (Section 5.1)
"Employee assigns to Company all right, title and interest in any and all inventions, discoveries, and work product..."
2. Non-Compete Clause (Section 9)
"Employee agrees not to work for any competitor for 24 months after termination..."
User: Is a 3-year non-compete normal?
Me: No, 3 years is longer than typical. Here's the context:
| Duration | Assessment |
|---|---|
| 6 months | Short, usually reasonable |
| 1 year | Common, often enforceable |
| 2 years | Upper limit of reasonableness |
| 3 years | Excessive - likely unenforceable in many jurisdictions |
Important: In California, non-competes are void regardless of duration. Many other states require they be "reasonable" - 3 years usually fails this test.
Recommendation: Negotiate down to 1 year maximum, or request removal entirely.
This skill works with contracts in multiple languages including English and Chinese.
Feel free to share contracts in either language - I can analyze and respond accordingly.
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