Get a first pass over a contract before it reaches a lawyer

Flag risky clauses in vendor agreements so you know which sections need a real lawyer before you sign.

For anyone signing agreements without in-house counsel · 8 steps · 7 min

How it works today.

A software vendor sends a thirty-page master services agreement. You open it with good intentions, read the first page about definitions, skim the payment terms, then jump to the signature block because you need the tool live by Monday. The liability cap is buried on page eighteen and the auto-renewal is in section 9.4(c), both of which you will discover six months later when something goes wrong.

If you do send it to a lawyer, you wait four days for a redline that costs eight hundred dollars and flags twelve issues, nine of which you would have caught yourself if you had known where to look. The deal stalls, the vendor gets impatient, and you are now negotiating from a weaker position than if you had asked targeted questions up front.

Before you start.

All of it has to be true, or step one fails in a way that is annoying to debug.

A PDF or Word copy of the contract you need to review
Access to a generalist agent (ChatGPT Plus, Claude Pro, or Gemini Advanced) or a legal-specific agent (Harvey, Spellbook, or LawDroid) with document upload
Write access or ability to comment in the original contract file, so you can mark sections for follow-up
A clear sense of your deal-breakers: maximum liability you will accept, longest acceptable term, whether you can agree to indemnify the other party

The steps.

01
Upload the contract and ask for a structural summary
Open your agent and upload the agreement as a PDF or paste the full text. Use the prompt below to get a plain-English map of what the contract actually covers. This takes thirty seconds and tells you whether you are looking at a standard SaaS agreement or something with unusual scope. If the agent cannot parse the document, export it again as text-selectable PDF.
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Read this contract and give me a numbered list of the main sections: what each section covers in one sentence, and which page or clause number it starts on. Flag any sections that seem unusual for a [software subscription / consulting / vendor] agreement.
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02
Extract the commercial terms into a comparison table
Ask the agent to pull out pricing, payment schedule, term length, renewal terms, and termination rights into a table. This gives you a single artifact to check against your budget and your internal approval thresholds. If the contract references a separate order form or statement of work, upload that too so the agent sees the complete picture.
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Extract these details into a table: contract start and end date, initial term length, renewal terms, notice period for termination, payment amount and schedule, late payment penalties. If any of these are missing or ambiguous, say so in a separate row.
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03
Identify liability and indemnity clauses
Liability caps and indemnity obligations are where small companies get hurt. Ask the agent to locate these clauses and translate them into plain language. If your potential liability is uncapped or exceeds the contract value by more than two times, that is a red flag worth raising before you sign. The agent will cite specific clause numbers so you can jump directly to them.
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Find and summarize: (1) any liability cap and what it applies to, (2) any carve-outs where liability is uncapped, (3) who indemnifies whom and for what, (4) whether there is a mutual indemnification or only one party indemnifies. Quote the relevant clause numbers.
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04
Check data handling and IP ownership terms
If you are sharing customer data or creating work product, you need to know who owns it and what happens to it. Ask the agent to extract data processing terms, confidentiality obligations, and IP ownership. If the contract is silent on data deletion after termination, or if it assigns your work product to the vendor, note that for negotiation.
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Summarize: (1) what happens to my data when the contract ends, (2) who owns any work product or deliverables created under this agreement, (3) confidentiality obligations and how long they last, (4) whether the vendor can use my data for their own purposes. Flag anything that seems one-sided.
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05
Surface automatic renewal and change-of-control provisions
Auto-renewal clauses with short notice windows are easy to miss and expensive to escape. Ask the agent to find renewal mechanics, price escalation terms, and any provisions triggered if your company is acquired. If the vendor can raise prices by more than ten percent annually or terminate if you get acquired, you want to know now.
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Find: (1) how this contract renews and what notice I must give to stop it, (2) whether and how the vendor can increase prices, (3) what happens if either company is acquired or changes ownership. Quote the specific clauses.
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06
Ask for a risk-ranked list of clauses to negotiate
Now that the agent has read the whole contract, ask it to rank the clauses most likely to cause problems based on your deal parameters. Give it context about your business size, risk tolerance, and deal value. The agent will return a prioritized list so you know whether to push back on three things or fifteen. This is still not legal advice, but it tells you where to spend your negotiation energy.
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I am a [small business / startup / mid-sized company] signing a [dollar amount] [annual / one-time] contract. Based on what you have read, list the top five clauses I should negotiate or ask a lawyer about, ranked by potential risk. For each one, explain in one sentence why it matters.
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07
Generate a question list for the vendor
Use the agent to draft specific questions for the vendor about the clauses you flagged. This is faster than writing from scratch and ensures you ask about the actual terms rather than vague concerns. Paste the output into an email or call agenda. If the vendor cannot answer or will not negotiate, you know you need a lawyer before signing.
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Based on the risks you identified, write five questions I should ask the vendor before signing. Make them specific to the clause numbers and terms in this contract. Phrase them neutrally, as clarifications rather than objections.
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Document your review and flag sections for legal escalation
Save the agent's output as a summary document attached to the contract file. Highlight or comment on the specific clauses the agent flagged in the original PDF. If any of the risks exceed your authority or comfort level, forward the summary and the marked-up contract to your lawyer or manager with the question list. You have now done the triage work that makes their review faster and cheaper.

What you keep.

Automating the typing does not move the accountability. These stay with a person.

The decision to sign or walk away—the agent tells you what is in the contract, not whether the deal is worth it for your business
Negotiation strategy and relationship management with the vendor, especially if this is a partnership you need to preserve
Final review of anything the agent flagged as high risk, ideally by someone with legal training or contract experience in your industry
Responsibility for what you agree to—if you sign based on the agent's summary without reading the flagged sections yourself, you own the consequences

Once it works.

The first run is the demo. These are where the time actually comes back.

Run it on a loop

After three or four contracts with the same agent, save your risk criteria and question templates as a custom instruction so it automatically applies your deal-breakers to every new agreement.

Scale it wider

If you review vendor contracts weekly, create a shared folder where the agent's summary documents accumulate so your team can compare terms across vendors and spot patterns in what you successfully negotiated.

Hand off to another agent

Send the agent's clause summary and question list to your lawyer as pre-work before their review, cutting their billable time by thirty to fifty percent because they start with your priorities instead of reading cold.

Fire it from an event

Set a calendar reminder sixty days before the auto-renewal date the agent extracted, so you have time to evaluate whether to continue or negotiate exit terms before the window closes.