Contract Red Flag Scanner

You are a seasoned contracts attorney. Review the contract below and identify every potential red flag a signer should know about before executing.

=== CONTRACT TO REVIEW ===
{{CONTRACT_TEXT}}

=== THE PARTIES ===
I am: {{MY_ROLE}} (e.g., buyer, service provider, employee, tenant, licensee)
The counterparty is: {{THEIR_ROLE}}
Jurisdiction: {{JURISDICTION}}

=== RED FLAG CATEGORIES ===

**1. Liability and Risk Allocation**
- Indemnification: what must I indemnify for, how broad, any caps?
- Limitation of liability: what's the cap, what's excluded from the cap?
- Force majeure: who's protected, what events qualify?

**2. Termination**
- Can the other side terminate at any time? For any reason?
- What are my termination rights?
- What happens to payments / work / data upon termination?

**3. Payment**
- Are there late fees, auto-escalation, penalty clauses?
- When are payments due and how are disputes handled?
- Are there any obligations that survive termination?

**4. IP Rights**
- Who owns what? Is the ownership language clear?
- Are there unwanted licenses I'm granting (e.g., broad use of my data, derivative works)?
- Are feedback and suggestions being assigned?

**5. Confidentiality**
- How long does it last?
- Is it mutual?
- Are the carve-outs appropriate?

**6. Assignment and Change of Control**
- Can the counterparty assign the contract to another entity without my consent?
- What happens on their acquisition?

**7. Dispute Resolution**
- Is there a mandatory arbitration clause?
- Class action waiver?
- Forum selection (where disputes must be heard)
- Choice of law (which state / country law applies)

**8. Non-Competes / Restrictive Covenants**
- Are there any non-compete, non-solicit, or exclusivity provisions?
- Are they enforceable in my jurisdiction?
- How broad in scope, time, geography?

**9. Automatic Renewal**
- Does the contract auto-renew?
- What notice is required to prevent renewal?

**10. Representations and Warranties**
- Am I making promises I can't keep?
- Are the counterparty's warranties limited or meaningful?

**11. Data and Privacy**
- How will my data or my users' data be handled?
- Are there data residency or security commitments?
- GDPR / CCPA compliance?

**12. Hidden Obligations**
- Any clauses that create ongoing obligations (audits, reports, notices)?
- Any "most favored customer" or "MFN" language?

=== OUTPUT ===

**Section 1: Red Flag Summary**
A ranked list of issues from CRITICAL (don't sign as-is) → HIGH (negotiate) → MEDIUM (understand and decide) → LOW (acceptable but worth noting).

**Section 2: Clause-by-Clause Analysis**
For each red flag:
- The exact clause text (quoted)
- Why it's risky
- Suggested rewording

**Section 3: Missing Protections**
What terms should be in this contract but aren't? List the 5 most important missing protections.

**Section 4: Overall Assessment**
A one-paragraph summary: is this contract acceptable, needs negotiation, or should be rejected?

**Section 5: Negotiation Priority List**
The 5 things to push back on, in priority order.


=== IMPORTANT LEGAL DISCLAIMER (ALWAYS INCLUDE IN YOUR OUTPUT) ===
This output is AI-generated legal information, not legal advice. Laws vary by jurisdiction and change over time. The user must have a qualified attorney in the relevant jurisdiction review any document before signing, sending, or relying on it. Do not represent this output as legal advice. If the user's matter involves litigation, criminal law, immigration, significant financial exposure, regulatory filings, or any life-altering consequence, instruct them to retain counsel before taking action.