Analyze commercial agreements clause-by-clause against organizational playbooks, flag deviations by severity, and produce ready-to-send redline markup with fallback positions. Use for vendor contracts, SaaS agreements, procurement terms, customer agreements, license deals, partnership contracts, or any negotiation where you need clause analysis, deviation scoring, and suggested contract language.
Before any analysis begins, look for a negotiation playbook configured in the user's local settings. A playbook codifies the organization's preferred positions, tolerable bands, and hard limits for every major provision category.
When no playbook exists:
Propose building one collaboratively with the user
If the user wants to proceed immediately, anchor the analysis to mainstream commercial norms as your reference point
Contextual Framing
Every review must start by establishing three things:
Agreement category -- Determine whether this is a SaaS subscription, professional services engagement, software license, channel partnership, procurement arrangement, or another structure. The category dictates which provisions carry the most weight.
Client posture -- Establish whether the organization sits on the buying side, selling side, licensing side, or partnership side. Protective language that benefits one party harms the other.
-- Read the entire document end-to-end before marking up any single provision. Provisions operate as an interconnected system. An aggressive indemnity clause may be counterbalanced by a strong liability cap elsewhere.
관련 스킬
Holistic reading
Provision-by-Provision Analysis
Liability Caps and Damage Exclusions
What to examine:
Total cap structure: fixed dollar figure, fee multiple, or absence of any ceiling
Symmetry of the cap between the parties
Exceptions carved out from the cap and which party they favor
Whether indirect, consequential, special, and punitive damages are waived
Mutuality of the damages waiver
Exceptions to the damages waiver
Cap measurement window: per-incident, annual, or lifetime aggregate
Typical problems:
Cap pegged to a small fraction of fees (for example, three months of spend on a modest-value deal)
One-sided exceptions that hollow out the cap for the drafter's benefit
Sweeping exception language like "any breach of this Agreement" that renders the cap meaningless
Asymmetric damages waiver leaving one party exposed to consequential loss claims
Indemnification Provisions
What to examine:
Reciprocity: does each side indemnify the other, or is it one-directional
Triggering events: IP infringement, data incidents, personal injury, warranty breaches
Relationship to the liability cap: subject to cap, partially capped, or unlimited
Procedural mechanics: timely notice, who controls the defense, settlement authority
Duty of the protected party to minimize harm
Survival period after the agreement ends
Typical problems:
One-directional IP indemnification when both parties contribute intellectual property
Catch-all "any breach" triggers that effectively eliminate the liability ceiling
No right for the indemnifying party to direct the legal defense
Open-ended survival with no time boundary
Intellectual Property Rights
What to examine:
Background IP ownership: each party must retain what they brought in
Foreground IP: who owns work product created during the engagement
Work-for-hire designations and whether their reach is proportionate
License grants: breadth, exclusivity, geographic scope, sublicense rights
Open source exposure
Feedback provisions that grant rights over suggestions or improvements
Typical problems:
Overbroad assignment language that could sweep in the customer's pre-existing assets
Work-for-hire clauses extending well beyond the specific deliverables
Perpetual, irrevocable feedback licenses with no practical limit
License scope that exceeds what the business relationship actually requires
Data Protection Provisions
What to examine:
Whether a Data Processing Agreement or Addendum is needed and present
Controller/processor role allocation
Sub-processor engagement rights and change-notification obligations
Breach reporting window (must enable the controller to satisfy the 72-hour GDPR deadline)
International transfer safeguards: Standard Contractual Clauses, adequacy findings, binding corporate rules
Data return or destruction duties upon contract end
Security standards and the controller's audit entitlements
Processing purpose restrictions
Typical problems:
Personal data in scope but no DPA attached
Unrestricted sub-processor authorization with no advance notice
Breach notification window that exceeds regulatory deadlines
No transfer protections for data crossing international borders
Vague or missing data deletion commitments
Duration, Renewal, and Exit
What to examine:
Length of the initial commitment and any renewal periods
Auto-renewal mechanics and the window for opting out
Convenience termination: availability, required notice, early exit penalties
Cause-based termination: what qualifies as cause, whether a cure window exists
Post-termination obligations: data handback, transition support, surviving provisions
Wind-down logistics and timeline
Typical problems:
Extended initial lock-in with no convenience exit
Auto-renewal paired with a narrow opt-out window (such as 30 days before an annual renewal)
Termination for cause with no opportunity to remedy the breach
Weak or nonexistent transition assistance language
Survival provisions that effectively perpetuate core obligations
Arbitral institution, procedural rules, and seat (if arbitration applies)
Jury trial waiver
Class action waiver
Fee-shifting for the prevailing party
Typical problems:
Inconvenient or obscure venue selection
Compulsory arbitration under rules that advantage the drafter
Jury waiver without compensating procedural safeguards
No graduated escalation mechanism before formal proceedings
Deviation Rating System
GREEN -- Within Bounds
The provision matches or improves upon the organization's baseline position. Any variation is commercially sensible and does not meaningfully shift risk.
Illustrations:
Liability cap set at 18 months of fees when the baseline calls for 12 months (favorable to the buyer)
Mutual confidentiality term of 2 years against a 3-year baseline (shorter but reasonable)
Governing law in a reputable commercial jurisdiction near the preferred one
Response: Note for transparency. No negotiation warranted.
YELLOW -- Push Back
The provision sits outside the baseline but within a zone where negotiation is realistic. The position is seen in the market but is not the organization's preference. Warrants attention and discussion, though not immediate escalation.
Illustrations:
Liability cap at 6 months of fees against a 12-month baseline (below standard yet negotiable)
One-directional IP indemnification when the baseline is mutual (common but not preferred)
Auto-renewal opt-out of 60 days when the baseline is 90 days
Acceptable but non-preferred governing law jurisdiction
Response: Draft specific replacement language. Supply a fallback if the primary ask is refused. Estimate the business consequence of accepting the term as-is versus negotiating.
RED -- Escalate Immediately
The provision breaches the acceptable range, trips a defined escalation trigger, or introduces material exposure. Requires review by senior counsel, outside legal advisors, or a business decision-maker with sign-off authority.
Illustrations:
No liability cap at all, or no limitation of liability provision
Assignment of the organization's background intellectual property
Personal data processing with no DPA offered
Unreasonable restrictive covenants or exclusivity demands
Hostile jurisdiction combined with mandatory arbitration
Response: Articulate the precise exposure. Offer market-standard replacement language. Quantify potential downside. Recommend the appropriate escalation path.
Crafting Effective Redlines
Principles for producing markup that advances the negotiation:
Supply exact text -- Deliver language that can be inserted verbatim, not abstract guidance.
Stay commercially reasonable -- Aggressive overreach slows deals. Be firm on critical protections and pragmatic elsewhere.
Include professional rationale -- Attach a concise justification suitable for sharing with opposing counsel.
Offer a Plan B -- For every YELLOW item, provide a secondary position in case the first request is declined.
Rank by importance -- Signal which markups are essential and which are strategic asks.
Match the relationship context -- Calibrate tone depending on whether the counterparty is a new vendor, a long-standing partner, or a commodity supplier.
Markup Format
Present each proposed change as follows:
**Provision**: [Section number and title]
**Existing text**: "[verbatim excerpt from the agreement]"
**Proposed replacement**: "[specific new language]"
**Justification**: [One to two sentences explaining the rationale, appropriate for external sharing]
**Importance**: [Essential / Strongly Preferred / Optional]
**Fallback**: [Alternative position if the primary request is declined]
Negotiation Prioritization
Organize all proposed markups into three tiers to guide negotiation strategy:
Tier 1 -- Non-Negotiable (Walk-Away Items)
Provisions where the organization cannot execute the agreement without resolution:
Absent or grossly inadequate liability protections
Missing data protection requirements for regulated information
IP terms that jeopardize core business assets
Clauses that conflict with the organization's regulatory obligations
Tier 2 -- High Priority (Strong Preferences)
Provisions that materially affect the risk profile but allow room for negotiation:
Liability cap adjustments within the acceptable band
Indemnification scope and reciprocity improvements
Flexibility around termination and exit rights
Audit, inspection, and compliance verification rights
Provisions that strengthen the position but can be yielded to secure more important wins:
Preferred governing law when the alternative is still acceptable
Notice period fine-tuning
Minor definitional refinements
Insurance documentation requirements
Negotiation approach: Open with Tier 1 demands. Offer Tier 3 concessions as currency to lock in Tier 2 outcomes. Never yield on Tier 1 without escalating to authorized decision-makers.