openclaw/contract-reviewer

Contract Reviewer

Review any business contract for risks, gaps, and unfavorable terms. Outputs a structured risk report.

When to Use

• Reviewing NDAs, MSAs, SaaS agreements, vendor contracts, SOWs
• Pre-signature risk assessment
• Comparing contract terms against industry standards
• Identifying missing protective clauses
• Compliance gap analysis (GDPR, SOC 2, HIPAA references)

How to Use

1. User provides contract text (paste, file, or URL)
2. Agent analyzes against the framework below
3. Outputs structured risk report

Analysis Framework

1. Contract Metadata

Extract and confirm:

• Parties: Who is bound? Are entities correctly named?
• Effective date & term: Start, duration, auto-renewal?
• Governing law & jurisdiction: Which state/country?
• Contract type: NDA / MSA / SaaS / SOW / Employment / Vendor / Other

2. Financial Terms Review

Flag issues with:

• Payment terms: Net 30/60/90? Late payment penalties?
• Price escalation: Annual increases capped? CPI-linked?
• Hidden fees: Setup, overage, early termination, minimum commitments
• Currency & tax: Who bears tax obligations?

3. Risk Clauses (RED FLAGS)

Score each 🔴 High / 🟡 Medium / 🟢 Low:

| Clause | What to Check | |--------|--------------| | Limitation of liability | Is it capped? Mutual? Carve-outs for IP/data? | | Indemnification | One-sided or mutual? Uncapped exposure? | | Termination | Can either party terminate for convenience? Notice period? | | Auto-renewal | Silent renewal? Opt-out window too short? | | IP ownership | Who owns work product? License-back provisions? | | Data handling | DPA included? Breach notification timeline? Data return/deletion? | | Non-compete / non-solicit | Scope, duration, geography reasonable? | | Force majeure | Included? Pandemic/cyber covered? | | Assignment | Can they assign without consent? Change of control? | | Warranty disclaimers | "As-is" without recourse? SLA commitments? | | Confidentiality | Mutual? Duration? Carve-outs? Survival period? | | Dispute resolution | Arbitration vs litigation? Venue favorable? |

4. Missing Clauses Check

Flag if absent:

• [ ] Data Processing Agreement (if personal data involved)
• [ ] SLA with uptime commitments and credits
• [ ] Insurance requirements
• [ ] Audit rights
• [ ] Subcontractor approval rights
• [ ] Escrow provisions (for critical software)
• [ ] Business continuity / disaster recovery obligations
• [ ] Right to terminate for cause (material breach + cure period)

5. Plain Language Issues

• Ambiguous terms ("reasonable efforts" without definition)
• Undefined capitalized terms
• Conflicting clauses (e.g., termination vs auto-renewal)
• Missing exhibits or schedules referenced but not attached

Output Format

# Contract Review Report

## Summary
- **Contract**: [type] between [Party A] and [Party B]
- **Overall Risk Level**: 🔴/🟡/🟢
- **Top 3 Concerns**: [bullet list]
- **Recommendation**: Sign / Negotiate / Walk Away

## Detailed Findings

### 🔴 High Risk
[numbered list with clause reference, issue, recommendation]

### 🟡 Medium Risk
[numbered list with clause reference, issue, recommendation]

### 🟢 Low Risk / Acceptable
[numbered list noting well-drafted provisions]

## Missing Clauses
[checklist of what should be added]

## Suggested Redlines
[specific language changes recommended, with before/after]

## Next Steps
1. [prioritized action items]

Important Notes

• This is an AI-assisted review, not legal advice
• Always have a qualified attorney review before signing
• Flag jurisdiction-specific requirements the model may miss
• For regulated industries (healthcare, finance), additional compliance review needed

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