1. Overview

This agent reads a contract PDF and flags clauses that need attention: non-standard terms, liability risks, auto-renewal traps, and anything that deviates from typical market agreements for the contract type. It extracts key commercial terms into a structured summary and assigns a risk level to each flagged clause.

This is a first-pass review tool. It doesn't replace legal counsel, but it tells you where to focus your (or your lawyer's) attention.

2. Business value

• Faster review cycles: teams can scan a 20-page contract in seconds instead of reading it end to end, which means redlines start sooner.

• Consistent risk flagging: every contract gets the same analysis, so nothing slips through because a reviewer was tired or unfamiliar with a specific clause pattern.

• Non-lawyers can triage: product managers, procurement leads, and partnership teams can understand what's in a contract before deciding whether to loop in legal.

3. Inputs

4. Outputs

Executive summary

Two to three sentences describing what this contract is, who the parties are, and the most important things to know before signing.

Flagged clauses

Key terms extracted

Overall risk assessment

A single label: Low Risk, Medium Risk, or High Risk, with a one-sentence justification.

5. Execution steps

1. Parse the PDF and extract the full text. Identify section numbers, headers, and clause boundaries.

2. Identify the parties and determine which one corresponds to "Your Party Role" from the input.

3. Extract key commercial terms into the structured table above. If a term isn't present in the contract, note "Not specified" rather than guessing.

4. Scan each clause against known patterns for the selected contract type. Flag anything that deviates from market-standard terms (see Appendix A for common patterns to watch for).

5. Assign risk levels to each flagged clause:

   • Critical: clauses that could expose your party to significant financial, legal, or operational risk (e.g., unlimited liability, broad IP assignment, one-sided termination rights)

   • High: non-standard terms that materially favor the other party (e.g., unusually long non-competes, aggressive auto-renewal, one-sided indemnification)

   • Medium: terms that are somewhat one-sided or worth negotiating but aren't dealbreakers (e.g., narrow termination for convenience, short notice windows)

   • Low: minor deviations from standard that are worth noting but unlikely to cause problems

6. Write the executive summary based on the overall picture: what type of agreement this is, the key commercial relationship, and the 1-2 most important findings.

7. Determine overall risk assessment based on the highest-severity flagged clause and the total number of flags.

6. Validation checks

• Every clause cited in the flagged clauses table must reference a real section number from the contract. Don't invent section references.

• The recommendation column must contain an actionable suggestion, not just a restatement of the concern.

• If the contract type selected doesn't match the actual document content (e.g., user selected "NDA" but uploaded an MSA), note the mismatch in the executive summary and analyze based on the actual document.

7. Edge cases

• Scanned PDFs (image-based): if the PDF is a scanned image rather than text-based, attempt OCR. If the text extraction quality is poor (lots of garbled characters), flag this in the executive summary and note which sections may have extraction errors.

• Amendments and addenda: if the document includes amendments to a base agreement, analyze each amendment and note what it changes from the original terms.

• Multi-party agreements: if more than two parties are involved, identify all parties and analyze the obligations and risks from the perspective of "Your Party Role."

• Non-English contracts: if the contract is not in English, note this and provide best-effort analysis with a disclaimer about potential translation limitations.

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Appendix A: Common non-standard clause patterns