Contract Risk Analysis
The expensive clauses are rarely the complicated ones. They are one sentence, in the middle of a page nobody read twice.
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Analysis Results
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Contract risk is concentrated in a small number of recurring places. Knowing what they are is most of the work — the rest is checking whether they are in the document in front of you.
The clauses worth finding first
An indemnity with no cap. One sentence, easy to miss, and the only term in a commercial contract that can exceed the value of the deal itself. If you read nothing else, search for "indemnify".
Auto-renewal with a short notice window. The renewal is not the problem; the window is. A clause that requires ninety days' notice before a renewal you have forgotten about is a clause designed to be missed.
Termination that runs one way. Check that both sides can leave on the same terms. Very often only one can, and it is not you.
Scope defined by adjectives. "Reasonable support", "as needed", "industry standard" — every one of these is a future argument, priced at whoever has more patience.
IP assignment that reaches too far. "All work product and all materials used to create it" quietly takes the tools you brought with you, not just the deliverable.
Confidentiality with no exclusions. An NDA without carve-outs for information you already had, or that becomes public, is unenforceable in places and dangerous in the rest.
How the analysis scores risk
Risk Protection asks what you can actually do if the other side breaches — a contract full of obligations and empty of remedies scores badly here.
Balance of Terms asks whose contract this is. Overall Risk Exposure asks what you are carrying by signing it.
Alongside them you get a count of the concrete weaknesses found, which is the number worth reading first: it is the difference between a tidy-up and a renegotiation.
What you get
Named risks, not a colour
Each score is explained in a sentence, so you can go and look at the clause it is talking about.
The weakness count
How many concrete problems a rewrite would fix — a number that tells you how hard to push.
It reads the whole document
Including the page thirty-one nobody reaches, which is where the indemnity usually lives.
And then rewrites it
With an account, the risky provisions are made safer and the missing protections added, with a log of every change.
When you need this
- A supplier contract has an auto-renewal somewhere and you cannot find it.
- You have been asked to accept unlimited liability and want to know what else is in there.
- A deal is worth less than the exposure it carries and you need to show that.
- Every contract the company signs should be checked against the same list.
What it will not do
- It finds risks in the text. It cannot price them against your business, your insurance, or your relationship with the counterparty.
- An unusual or bespoke risk allocation can be misread — the clauses above are common patterns, and contracts are not obliged to be common.
- Flagging a clause is not advice to refuse it. Plenty of one-sided terms are worth accepting for the right deal.
Contract Risk Analysis — questions
What are the most common contract risks? +
Uncapped indemnities, auto-renewals with short notice windows, one-way termination rights, scope defined by adjectives rather than deliverables, overbroad IP assignment, and confidentiality clauses with no carve-outs.
How do I find an auto-renewal clause? +
Search the document for "renew", "term" and "notice". The trap is usually the notice period rather than the renewal itself — check how many days before the renewal date you have to act, and put it in a calendar the day you sign.
What is an unlimited liability clause? +
An indemnity or liability provision with no cap on the amount. It means your exposure is not bounded by the value of the contract, which is the one term that can turn a small deal into a company-ending one.
Can the analysis find all the risks? +
No, and treat any tool that claims so with suspicion. It reliably finds the common patterns and what is missing; a bespoke risk allocation written by a good lawyer can be missed.
Analysis by document type
What the review looks for changes with the document. These pages say what it checks in each one.
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