contract-review.the paper, clause by clause

Six of these eight clauses cannot be signed as written.

A contract review is not a hunt for unusual words. It is a set of questions about what happens on the day something goes wrong: how much loss this company can absorb, who is allowed to move the data, and how it leaves. This reads each clause against the position the company already agreed, states the problem in one sentence, and says which decisions a rule cannot take on its behalf.

SimulationThe supplier paper, the standard positions and the figures are written for this demonstration, and the review is real code running in your browser. Nothing is connected to a document store and none of it is legal advice. The production build reads the paper and the company's own playbook, marks the document in place, and routes each escalation to whoever owns that clause.

Not signable today

4 clauses need a person, 3 can be negotiated by whoever is reviewing, and 1 can go through as written.

Total exposure
$1,824,000
Largest clause
$540,000
Days to move
23

The paper

Clause 1

critical

Limitation of liability

As it appears in the paper

The supplier's total liability under this agreement shall not exceed the fees paid in the one month preceding the claim, and shall exclude all indirect and consequential loss.

What is wrong with it

A one month liability cap on a three year contract, and no carve out for the two things the company can never be insured against: losing the customer's data and losing the customer's IP.

The standard position

Liability capped at twelve months of fees, with the cap not applying to confidentiality, data protection or IP infringement.

Why that standard exists

The cap decides how much of a mistake this company can absorb without a board conversation. A one month cap on a three year contract is not a cap, it is a waiver.

Why a rule cannot settle this

The exposure is large enough that signing it is a decision for the board rather than for the reviewer.

What to do

0 of 8 clauses decided by hand

How the review works

What it decides

  • Risk comes from the exposure on the clause, not from a banned-words list.
  • A position required by law is critical regardless of the figure, because it is not a trade.
  • A hard standard is escalated rather than negotiated, because negotiating it teaches the market that it moves.
  • Time is counted on everything that has to move, including the clauses a person has to decide.

What it does not claim

  • It is not legal advice and it does not replace a qualified reviewer.
  • It does not read an arbitrary contract. The clause set is written for this demonstration.
  • It does not guess at the counterparty's intent, which no document can tell you.
  • It does not decide the escalations. It identifies them and says why they cannot be automated.