Reviews complex contracts clause by clause
Works out what every defined term actually means and how the clauses hang together, then redlines one-sided or conflicting language in Track Changes.
MASTER SERVICES AGREEMENT
7. Acceptance and Warranty
7.1 Customer shall notify Supplier of any nonconformity within five (5) Business Daysten (10) Business Days after delivery. Failure to respond shall constitute irrevocable acceptancetrigger a three-Business-Day cure notice before deemed acceptance.
7.2 Supplier warrants that the Deliverables will materially conform to the Specifications for six (6) monthstwelve (12) months following acceptance. Supplier will correct reproducible defects at no additional charge.
Review note: added a cure process before deemed acceptance and aligned the warranty period with the playbook.
11. Limitation of Liability
Each party's aggregate liability shall not exceed all losses arising from this Agreement100% of the Fees paid or payable in the preceding twelve months. The cap does not apply to fraud, willful misconduct, breach of confidentiality, personal-data incidents, or third-party intellectual-property claims. All consequential and special damages are recoverableNeither party is liable for unforeseeable indirect, special, or consequential damages.
| Issue | Draft | Proposed position | Risk |
| Liability | Unlimited; indirect damages included | 100% fee cap with carve-outs | High |
| Background IP | All technology transfers to Customer | Only bespoke deliverables transfer | High |
| Acceptance | Automatic after five days | Ten days plus cure notice | Medium |
I’ll work out what each defined term means and check that every clause reference lines up across the 24-page agreement and all three exhibits before editing anything.
Scanned 42 clauses and 6 schedules
Mapped liability, acceptance, IP, and privacy terms
Found 2 broken cross-references
Section 4 → Schedule 2; Section 15 → DPA §6
Checked liability against the services playbook
Applied 18 positions from the negotiation matrix
Confirmed 72-hour breach notice in the DPA
23 insertions and 17 deletions
Added 14 legal review notes
Preserved numbering and document styles
Review summary
- ·3 high-risk issues: uncapped liability, background-IP transfer, and restricted data export
- ·5 medium-risk issues: acceptance, warranty, subprocessors, termination effects, and governing law
- ·Negotiation path: each issue includes preferred language and a fallback position