Every contract, against your firm's actual standards.
Attorneys still confirm and send. AI does the first pass against the institutional knowledge captured at kickoff.
Your firm's preferred positions, made machine-readable.
Before the system reviews a single contract, we sit with your partners and capture the positions they already defend. Limitation of liability caps, indemnity carve-outs, governing law, termination terms. This is the data asset that powers every review that follows. Not a runtime step. An asset captured once, applied to every contract after.
Standards library · [Client]
Master services agreements · commercial contracts
The contract becomes structured clauses.
Parties, governing law, term length, every operative clause. Pulled into a structure the system can reason over.
Master Services Agreement
7. Limitation of liability
"...total aggregate liability shall not exceed amounts paid in the preceding twenty-four (24) months..."
9. Indemnification
"Provider shall indemnify and hold harmless [Counterparty] for any and all claims..."
14. Governing law
"This Agreement shall be governed by the laws of the State of New York..."
18. Term and termination
"Either party may terminate upon thirty (30) days written notice..."
{ "contract_id": "CT-4821", "type": "msa", "parties": ["[Client]", "[Counterparty]"], "governing_law": "New York", "term_length_months": 24, "liability_cap_present": true, "liability_cap_months": 24, "indemnity_mutual": false, "termination_notice_days": 30, "clauses": ["liability", "indemnity", "governing_law", "term", "ip", "confidentiality", "payment", "warranty"], "clauses_total": 8 }
Every clause checked against the standards library.
Contract #CT-4821 vs. standards library. 8 clauses checked, 3 deviations flagged for review. The judgment layer: where the contract departs from what the firm normally accepts.
Limitation of liability
Contract sets cap at 24 months of fees. Standards library: 12 months. Deviation flagged for partner review.
Indemnification
One-way indemnity in counterparty's favor. Standards library: mutual indemnity with gross-negligence carve-out.
Termination notice
Contract sets 30 days without cure rights. Standards library: 60 days with cure rights.
Governing law
New York. Standards library accepts NY or Delaware on commercial MSAs.
IP assignment
Work-product assigned, background IP retained. Matches standards library.
Confidentiality
5 years post-termination. Matches standards library.
Payment terms
Net 30 with 1.5% monthly late fee. Matches standards library.
Warranty disclaimer
Standard mutual disclaimer with statutory carve-outs. Matches standards library.
A redline draft, written the way your partners write.
Each deviation gets a proposed redline, citing the standards-library position that drives it. Advisory draft for attorney review. Never auto-applied.
Contract #CT-4821 · Redline draft
3 proposed edits · advisory only
Edit 1 · Section 7, Limitation of liability
"...total aggregate liability shall not exceed amounts paid in the preceding twenty-four (24) twelve (12) months..."
Standards library citation: liability cap, 12 months of fees
Edit 2 · Section 9, Indemnification
"Provider shall indemnify and hold harmless [Counterparty] for any and all claims Each party shall indemnify the other for third-party claims arising from its own negligence or willful misconduct, excluding claims arising from the indemnified party's gross negligence..."
Standards library citation: mutual indemnity with gross-negligence carve-out
Edit 3 · Section 18, Termination
"Either party may terminate upon thirty (30) sixty (60) days written notice, provided that the breaching party shall have thirty (30) days to cure any material breach..."
Standards library citation: 60-day notice with cure rights
Advisory note
Advisory draft for attorney review. Never auto-applied. The reviewing attorney edits, confirms, and sends. The system never finalizes a redline.
A one-page risk memo, with an audit trail.
A summary the partner can read in a minute. Every call traced back to the standards-library position that drove it. Attorney confirms before sending. The system never finalizes.
Contract #CT-4821 · Risk memo
Advisory draft · for attorney review
Summary risk level
Medium-low. 3 deviations from firm standards, all negotiable. No deal-blocking terms identified. Recommend partner-level approval before sending the redline back to counterparty.
Top three concerns
- Section 7 liability cap at 24 months exceeds firm standard of 12 months. Material exposure if a multi-year claim arises.
- Section 9 indemnity runs one-way in counterparty's favor. Firm standard is mutual with gross-negligence carve-out.
- Section 18 termination notice at 30 days with no cure rights. Firm standard is 60 days with cure rights.
Recommended negotiation positions
- Open with the 12-month cap. If counterparty resists, fall back to 18 months as the firm has previously accepted on similar deal size.
- Push for mutual indemnity. The gross-negligence carve-out has been accepted in the last 4 MSAs in this category.
- Hold firm on cure rights. Notice period is the lower-priority lever.
Audit trail
- 09:14:22 · Liability cap call driven by standards-library entry liability_cap_months = 12
- 09:14:23 · Indemnity call driven by standards-library entry indemnity_mutual = true with gross_negligence_carveout
- 09:14:24 · Termination call driven by standards-library entries termination_notice_days = 60, cure_rights = true
- 09:14:25 · 5 matching clauses logged. No further calls required.
Attorney confirmation
Attorney confirms before sending. The system never finalizes redlines or memos. Every output on this page is an advisory draft intended to compress first-pass review, not replace partner judgment.
Same partners. Every contract held to the same standard.
Attorneys still confirm and send. They just stop spending the first two hours of every review re-reading clauses they have already decided how to handle.
Want one for your business?
Record a 5-minute voice memo about your business. We'll show up to our call with a system already designed for it.
Tell us about your business Backed by our 6-week guarantee