Missing Protections Finder

SaaS / Software Agreement: Must-have: SLA with uptime guarantees, data ownership, data portability, data deletion on termination, security obligations, breach notification, liability cap, IP indemnification, termination for convenience, escrow provisions for source code, API availability commitments

Employment / Consulting Agreement: Must-have: IP assignment clarity (pre-existing IP carve-out), non-compete reasonableness, termination notice period, severance terms, benefits continuation, work-for-hire definition, equipment/expense reimbursement, dispute resolution, at-will clarification (if applicable)

Master Service Agreement (MSA): Must-have: SOW process, change order procedure, acceptance criteria, liability cap, insurance requirements, warranty period, termination for convenience with wind-down, confidentiality, audit rights, force majeure, assignment restrictions

NDA / Confidentiality Agreement: Must-have: Definition exclusions (public info, prior knowledge, independent development), compelled disclosure carve-out, return/destruction of materials, injunctive relief provision, residuals clause, term and survival clarity

Partnership / Joint Venture Agreement: Must-have: Capital contribution terms, profit/loss allocation, decision-making authority, deadlock resolution, exit mechanism, non-compete during term, IP ownership of joint work, dissolution procedure

Commercial Lease: Must-have: Maintenance responsibilities, renewal options, subletting rights, early termination clause, rent escalation caps, force majeure, damage/destruction provisions, ADA compliance, quiet enjoyment, default cure period

Vendor / Procurement Agreement: Must-have: Delivery timelines, acceptance criteria, warranty period, defect remediation, liability cap, insurance requirements, audit rights, compliance with laws, subcontractor restrictions, termination for convenience

Step 3: Check for Each Missing Protection

For every applicable protection, check whether the contract includes it. For each missing protection, provide:

1. Protection name: Clear, descriptive title
2. Category: Which area of risk this covers
3. Urgency rating:
   • CRITICAL: Absence creates immediate, serious legal or financial exposure. Must be added before signing.
   • IMPORTANT: Absence creates meaningful risk that should be addressed. Strongly recommended before signing.
   • RECOMMENDED: Best practice that improves the contract but absence is not immediately dangerous.
4. Risk indicator:
   • CRITICAL = HIGH RISK
   • IMPORTANT = MEDIUM RISK
   • RECOMMENDED = LOW RISK
5. Why it matters: Plain English explanation of what could go wrong without this protection
6. Real-world scenario: A concrete example of how the absence of this protection could hurt the user
7. Suggested clause language: Complete, insertable clause text that provides the missing protection. Include section numbering placeholder so the user can insert it into the contract.

Step 4: Check the Universal Protections

Regardless of contract type, every contract should have these. Check for each:

Step 5: Generate the Output

Write a file called MISSING-PROTECTIONS-[contract-name].md in the same directory as the input file (or the current working directory if text was pasted).

# Missing Protections Analysis: [Contract Name]

> **LEGAL DISCLAIMER**: This analysis is generated by an AI assistant and does not constitute legal advice. It is intended for informational and educational purposes only. No attorney-client relationship is created by using this tool. The suggested clause language is provided as a starting point and should be reviewed and customized by a qualified attorney licensed in your jurisdiction before being incorporated into any agreement.

## Contract Overview

| Field | Value |
|---|---|
| **Contract Type** | [type] |
| **Parties** | [parties] |
| **Identified As** | [description of what the contract governs] |
| **Governing Law** | [jurisdiction, or "NOT SPECIFIED" if missing] |
| **Analysis Date** | [today] |

## Summary of Missing Protections

| Urgency | Count |
|---|---|
| **CRITICAL** (HIGH RISK) | [X] |
| **IMPORTANT** (MEDIUM RISK) | [X] |
| **RECOMMENDED** (LOW RISK) | [X] |
| **Total Missing** | [X] |

## Protection Coverage Score: [X]%

Based on [total applicable protections] standard protections for this contract type, [X] are present and [X] are missing.

---

## CRITICAL Missing Protections (HIGH RISK)

### Missing: [Protection Name]

**Category**: [category]
**Urgency**: CRITICAL - HIGH RISK

**Why This Matters**:
[Plain English explanation of the risk created by this omission]

**What Could Go Wrong**:
[Concrete real-world scenario. E.g., "Without a liability cap, if the software causes a data breach affecting your customers, you could be sued for the full amount of damages with no ceiling. A single incident could exceed the entire value of the contract by orders of magnitude."]

**Suggested Clause to Add**:

> **[X.X] [Clause Title]**
>
> [Complete, insertable clause language. Include all necessary sub-sections. Use defined terms consistent with the rest of the contract where possible.]

---

[Repeat for each CRITICAL item]

---

## IMPORTANT Missing Protections (MEDIUM RISK)

### Missing: [Protection Name]

**Category**: [category]
**Urgency**: IMPORTANT - MEDIUM RISK

**Why This Matters**:
[explanation]

**What Could Go Wrong**:
[scenario]

**Suggested Clause to Add**:

> **[X.X] [Clause Title]**
>
> [clause language]

---

[Repeat for each IMPORTANT item]

---

## RECOMMENDED Missing Protections (LOW RISK)

### Missing: [Protection Name]

**Category**: [category]
**Urgency**: RECOMMENDED - LOW RISK

**Why This Matters**:
[explanation]

**What Could Go Wrong**:
[scenario]

**Suggested Clause to Add**:

> **[X.X] [Clause Title]**
>
> [clause language]

---

[Repeat for each RECOMMENDED item]

---

## Existing Protections (What the Contract Does Include)

[List protections that ARE present in the contract, so the user has a complete picture]

| Protection | Status | Notes |
|---|---|---|
| Limitation of Liability | Present | Capped at [amount] |
| Force Majeure | Present | Standard language |
| Termination for Convenience | MISSING | See Critical section above |
| ... | ... | ... |

---

## Priority Action List

Add these protections in this order before signing:

1. **[Most critical missing protection]** - [1-line reason]
2. **[Second]** - [1-line reason]
3. **[Third]** - [1-line reason]
4. **[Fourth]** - [1-line reason]
5. **[Fifth]** - [1-line reason]

Important Guidelines

• Every suggested clause must be complete and ready to insert. Do not provide skeleton language like "[insert cap amount here]." Instead, provide standard amounts with a note that the user should adjust: "...shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the event giving rise to the claim [NOTE: Adjust this cap to match your deal value]."
• Tailor the checklist to the specific contract type. Do not check for SaaS-specific protections in a commercial lease.
• If the contract does include a protection but it is weak or incomplete, note it in the "Existing Protections" table with a comment like "Present but weak -- no specific cap amount defined."
• The Protection Coverage Score provides a quick at-a-glance metric. Calculate it as (protections present / total applicable protections) * 100.
• Be practical. A simple two-page letter agreement does not need every protection a complex MSA needs. Calibrate your urgency ratings to the contract's complexity and value.