Contract Red-Flag Scanner

A real contract review needs an actual attorney - someone who understands your specific business, the counterparty, the deal context, and the jurisdiction. This tool does not replace that. What it does do is catch the patterns that show up in 80% of one-sided contracts, so you walk into the lawyer review (or negotiation) knowing what is in front of you.

Think of it as a spell-checker for contract risk. It will not catch the subtle stuff. It will reliably catch the obvious stuff that often gets missed because contracts are long and boring and you have other things to do.

Each pattern was chosen because it is (a) common in business contracts, (b) genuinely impactful if missed, and (c) detectable from text alone:

• Auto-renewal clauses - contracts that keep going until you cancel within a specific window
• Broad IP assignment - language that hands over "all right, title, and interest" in anything created
• One-sided indemnification - you cover their legal bills, they do not cover yours
• Non-compete clauses - restrictions on your future work
• Slow payment terms - Net 60, Net 90, Net 120
• Irrevocable / perpetual grants - rights given that cannot be taken back
• Unilateral discretion - "at Company's sole discretion" language
• Mandatory arbitration / class waiver - giving up court rights
• Liability caps - the maximum they have to pay if things go wrong
• Early termination fees - penalties for leaving

For deeper analysis (forum selection, choice of law, audit rights, change of control, force majeure scope, IP indemnity, source code escrow, etc.), our Contract Review Copilot reads the full document and flags dozens more patterns.

A pattern showing up does not automatically mean the contract is bad. Context determines severity:

• Auto-renewal is fine if cancellation is easy (30-day email). It is a problem if it requires 90+ days written notice via certified mail to a PO box.
• IP assignment is appropriate for employees and work product. It is overreach when applied to pre-existing IP, side projects, or general knowledge.
• Indemnification is reasonable for your own breach or negligence. It is dangerous when it covers "any and all claims arising from your work" - that is broader than insurance can cover.
• Non-compete is increasingly unenforceable (the FTC ban is in litigation, several states ban them outright). But it still costs you to enforce your rights to ignore one.
• Slow payment is industry-standard in some sectors (government, big retail). It is an aggressive lowball when offered by a peer-sized company in a peer-to-peer engagement.

Reading the flag is step one. Negotiating it is step two. Some tactics that work:

• Mutual it. If they want indemnification from you, ask for mutual indemnification. Same with confidentiality, IP, termination rights. Most one-sided clauses are not actually defensible once challenged.
• Cap it. If you cannot remove a liability or indemnity, cap it - "limited to fees paid in the prior 12 months" is a standard ask.
• Narrow the scope. Non-compete? Limit to named competitors, your specific role, a defined geography, and 6-12 months. IP assignment? Limit to deliverables produced under the engagement.
• Add cure periods. Any "material breach" or "default" clause should give you 15-30 days notice and a chance to fix the issue.
• Push the renewal clock. If auto-renewal is non-negotiable, push the notice window from 90 days to 30 and require email notice (not certified mail).

If you are not sure how to draft the counter-language, our Contract Review Copilot will write the exact redline.

This scanner is good at finding obvious patterns and bad at:

• Understanding the deal context (is this a $500 SOW or a $5M MSA?)
• Catching missing protections - a contract that has no liability cap at all is risky and this tool will not flag it (no pattern to match)
• Cross-referencing clauses that interact (e.g., a force majeure clause that interacts with a termination clause)
• Jurisdictional analysis (is this enforceable in your state?)
• Understanding industry custom

For anything you would not be comfortable signing in front of your lawyer, get a real lawyer. For everything else, this scanner buys you a meaningful step toward not signing something you will regret.