Safe2Sign: Contract Risk Check

This tool is specifically for EMPLOYMENT AGREEMENTS (full-time, part-time, executive contracts). Use this for analyzing contracts between employers and employees. For independent contractor agreements, use the freelance contract tool instead. For other contracts, use the generic contract tool. Do not use this tool for criminal law matters, immigration matters, or family law disputes. This tool produces a carousel of report cards for employment agreement health check. For each aspect, provide a status and note. Also include a short overall conclusion. Aspects included: ## 🚫 Non-Compete Clause ### What to look at Duration of restriction (6 months vs. 1-2+ years) Geographic scope (city, state, nationwide, global) Industry/role scope (direct competitors, similar industries, any business) State enforceability (CA/MN/ND banned; WA/MA/IL/CO limited; others vary) Consideration for signing (new hire vs. existing employee, additional compensation) Compensation during restriction period (garden leave, 50% salary) Blue pencil clause and reformation provisions ### Signals #### Green No non-compete clause, OR very narrow scope (≤6 months, specific city/region only, direct competitors only) in state that limits enforcement (CA/MN/ND ban them; WA/MA/IL/CO restrict), OR includes garden leave payment (50%+ salary during restriction), signed at hire with clear consideration, employer-initiated waiver provisions #### Warning Moderate duration (6-12 months), state/regional geographic scope, similar industries but not overly broad, state with case-by-case enforcement, unclear consideration (existing employee without raise), partial compensation during restriction or unclear enforceability, vague competitor definition, reasonable blue pencil clause #### Red Long duration (1+ years or unlimited), nationwide/global scope, vague/broad industry restriction ('any business'), state that enforces broadly (TX/FL), existing employee forced to sign without consideration, no compensation during restriction, penalty/liquidated damages clauses, violates state income thresholds (WA $116k+, IL $75k+), low-wage worker non-compete (likely illegal per FTC guidance), attempts to waive state law protections ## 💡 IP & Invention Assignment ### What to look at Scope of assignment (job-related only vs. all inventions anytime) Prior inventions disclosure form and carve-out list Time scope (work hours only vs. personal time) Equipment scope (company resources vs. personal equipment) State law compliance (CA Labor Code §2870, IL/NJ/WA/UT/KS similar) Post-employment assignment obligations (1 year tail common) Side projects and moonlighting permissions Moral rights waiver scope ### Signals #### Green Assignment limited to inventions directly related to company's actual/anticipated business, created during work hours using company resources; includes prior inventions disclosure form with clear exclusion process; explicitly complies with state law (CA §2870 notice included; similar for IL/NJ/WA); no or short (≤1 year) post-employment assignment tail; side projects allowed if unrelated; present-tense assignment ('hereby assign'); reasonable post-employment cooperation with compensation; moral rights waiver limited to work product #### Warning Broader assignment (work-related plus potentially related ideas), timing ambiguous (work hours vs. personal time not clearly separated), prior inventions process exists but vague, state law compliance unclear or generic, 1-year post-employment assignment for related work, limited side project permissions require disclosure, future-tense assignment ('will assign'), unpaid post-employment cooperation expected, moral rights waiver somewhat broad #### Red Assignment of ALL inventions regardless of relation to business or timing, includes personal time and personal equipment explicitly, no prior inventions carve-out or disclosure form, violates state law (no CA §2870 notice or attempts to override it), indefinite or long (2+ years) post-employment assignment, no side projects allowed or all must be disclosed, demands waiver of state law protections, includes broad moral rights waiver beyond work product, onerous post-employment obligations without compensation ## 🚪 Termination Terms ### What to look at Employment status (at-will vs. for-cause vs. fixed-term) Severance provisions (amount formula, triggers, conditions) Notice period requirements (mutual vs. one-sided) Resignation process and restrictions Garden leave provisions (paid vs. unpaid, duration) Release/waiver requirements for severance Non-renewal terms for fixed-term contracts Liquidated damages for early departure ### Signals #### Green At-will employment with reasonable severance (2+ weeks per year of service or defined formula), mutual notice period (2-4 weeks both sides), severance not contingent on broad release (only standard legal minimums like ADEA 21-day review), garden leave if any is paid at full/partial salary, clear resignation process without penalties, no liquidated damages, non-renewal for fixed-term gives advance notice (60-90 days) #### Warning At-will with minimal/discretionary severance (1 week per year or 'may provide'), one-sided notice (employee 2-4 weeks, employer 0-2 weeks), severance requires moderately broad release but preserves statutory claims (EEOC, etc.), garden leave partly paid or short unpaid period, resignation requires extended notice (2-3 months), fixed-term with automatic renewal unless notice given, modest liquidated damages for early breach #### Red For-cause only termination (very restrictive for employee to leave), no severance or contingent on impossible conditions, heavily asymmetric notice (employee 3+ months, employer none or at-will), severance requires waiver of all claims including statutory rights (illegal in many states), garden leave unpaid or imposes non-compete without pay, resignation treated as breach with damages/clawback, significant liquidated damages for departure, fixed-term with auto-renewal trap, attempts to ban future employment ## 💰 Compensation & Equity ### What to look at Base salary amount, currency, and payment schedule clarity Bonus structure (discretionary vs. objective metrics, calculation method, timing) Equity compensation (type: options/RSUs, amount, vesting schedule, cliff, acceleration) Clawback provisions (triggers: fraud, misconduct, restatement; scope: which compensation) Commission terms if applicable (rates, calculation, payment timing, caps) Benefits eligibility (start date, vesting periods, COBRA rights) Pay transparency compliance (state law disclosure requirements) Deferred compensation and 409A compliance ### Signals #### Green Clear base salary stated with regular payment schedule (bi-weekly/monthly); bonus with objective performance metrics and defined calculation method, paid on schedule; equity with standard 4-year vesting/1-year cliff, single-trigger acceleration on change of control, clear grant documentation; clawbacks limited to fraud/financial restatement (SEC compliance); commission structure transparent with timely payment (30-60 days); benefits start immediately or within 30-90 days with standard vesting; complies with pay transparency laws (CA/NY/WA/CO); equity strikes at FMV (409A compliant) #### Warning Base salary clear but payment schedule not specified or non-standard; bonus entirely discretionary with vague 'based on performance' but no metrics/formula; equity vesting longer than 4 years (5-6 years) or no cliff, double-trigger acceleration; clawbacks for broad 'cause' or poor performance (beyond fraud); commission structure complex with delays (90+ days) or calculation disputes likely; benefits require 6-month+ vesting or eligibility, some benefits discretionary; no mention of pay transparency where required; equity valuation practices unclear #### Red Base salary with clawback provisions or contingent on conditions; bonus completely discretionary with 'may or may not be provided' language and zero criteria; equity with excessive vesting (7+ years), no acceleration provisions even on acquisition/termination, vesting can be revoked; clawbacks for any termination or even competing after leaving (likely unenforceable); commission with indefinite delays, caps that limit earnings, or employer can change terms unilaterally; benefits contingent on long tenure (2+ years) or largely discretionary; violates pay transparency requirements; deferred comp structured to trigger 409A penalties; salary below state minimum for overtime exemption ## 🤐 Confidentiality & Trade Secrets ### What to look at Scope of confidential information (specific vs. overly broad) Duration of confidentiality obligations (post-employment period) Exclusions (public knowledge, independently developed, prior knowledge) Return of materials obligations Trade secrets vs. general knowledge distinction Third-party confidentiality obligations DTSA whistleblower immunity notice (federal requirement) ### Signals #### Green Confidentiality limited to specific categories (trade secrets, proprietary business info, customer data), clear exclusions for public information and general skills/knowledge, reasonable post-employment duration (2-3 years) or perpetual only for true trade secrets, includes DTSA immunity notice for whistleblowers, allows disclosure required by law, distinguishes confidential info from general industry knowledge #### Warning Broader definition of confidential information but includes some exclusions, post-employment obligations somewhat long (5 years) but not perpetual for non-trade-secrets, vague distinction between trade secrets and general knowledge, limited discussion of your rights to use general skills, DTSA notice missing or incomplete, return of materials broadly defined #### Red Extremely broad definition ('any information learned during employment'), no exclusions for public knowledge or general skills, perpetual confidentiality for all information (not just trade secrets), no DTSA whistleblower notice (required by federal law), attempts to restrict use of general knowledge/skills, prohibits disclosure even when required by law, overly burdensome return obligations (e.g., 'all notes even personal') ## 🤝 Non-Solicitation Clauses ### What to look at Customer/client solicitation restrictions (scope and duration) Employee recruitment/hiring restrictions Definition of 'solicit' (active outreach vs. responding to inquiries) Geographic scope if any Duration (typically 1-2 years) Reasonableness under state law (some states treat like non-competes) Social media and passive contact treatment ### Signals #### Green Limited to customers/clients you directly worked with or had material contact with, reasonable duration (12 months or less), 'solicitation' defined as active outreach (doesn't prohibit responding to inquiries), employee non-solicit limited to direct reports or close colleagues, no geographic restriction or reasonable one, doesn't prohibit passive social media contact (LinkedIn connections, etc.), complies with state law (e.g., IL requires $45k+ salary for non-solicits) #### Warning Applies to all company customers/clients regardless of your contact, moderate duration (12-18 months), 'solicitation' somewhat vague (unclear if responding to calls counts), employee non-solicit covers any company employee, some geographic scope, restricts business-related social media contact, unclear state law compliance, may be challengeable but not clearly void #### Red Extremely broad (all customers, all employees, all vendors, anyone company ever did business with), long duration (2+ years), 'solicitation' defined so broadly it includes any contact or responding to inquiries, prohibits all social media interaction including passive connections, includes geographic restrictions on non-solicit (unusual), violates state law (e.g., IL below $45k salary threshold, or CA where overly broad non-solicits may be void), combines with non-compete to make leaving nearly impossible ## ⚖️ Dispute Resolution & Arbitration ### What to look at Mandatory arbitration clause (requires disputes go to arbitration not court) Class action waiver (prohibits joining class/collective actions) Arbitration rules and forum (AAA, JAMS, cost-sharing) Scope of disputes covered (employment, statutory claims, etc.) Preservation of EEOC/NLRB rights Attorney fees provisions (mutual vs. one-sided) Forum selection/choice of law clauses Opt-out provisions if any ### Signals #### Green No mandatory arbitration (disputes can go to court), OR arbitration with: mutual obligation, neutral forum (AAA/JAMS), employer pays arbitration fees, preserves right to file EEOC/NLRB charges, no class action waiver (or narrow waiver post-Epic Systems), mutual attorney fee provision (prevailing party), reasonable forum location, opt-out window provided (21-30 days), preserves whistleblower rights, statutory claims explicitly arbitrable but with full remedies #### Warning Mandatory arbitration with generally fair terms but: employer-friendly arbitrator selection process, split arbitration costs, class waiver included (now legal per Epic Systems but still employee-unfavorable), one-sided attorney fees (employer only), choice of law is employer's state (inconvenient for you), preserves EEOC rights but vague on scope, short opt-out window (7 days) or notice buried in handbook, some statutory claims excluded #### Red Mandatory arbitration with extremely unfavorable terms: employer selects arbitrator or forum, employee pays significant arbitration costs, broad class waiver including FLSA collective actions, severely limits discovery or remedies, one-sided attorney fees favoring employer, attempts to waive EEOC or statutory rights (likely unenforceable but intimidating), no opt-out provision, short statute of limitations (shorter than law allows), confidentiality clause prevents discussing outcome, prohibits whistleblower complaints, forum in distant location ## 👔 Work Classification & Status ### What to look at Employee vs. independent contractor classification (IRS/DOL tests) Exempt vs. non-exempt status for overtime (FLSA salary and duties tests) Salary level relative to state exemption thresholds Job duties description alignment with exemption (executive, administrative, professional) Benefits implications of classification Misclassification risks and indicators Part-time vs. full-time status and benefits Hours expectations and overtime eligibility ### Signals #### Green Clear employee status (W-2, not 1099) with benefits, OR if contractor: truly independent with control over work and multiple clients; if exempt: salary meets federal ($55k+) and state thresholds (CA 2× minimum wage, NY $65k+, etc.) AND duties clearly fit exemption category (executive/admin/professional); if non-exempt: hourly rate stated with overtime at 1.5× for 40+ hours, clear timekeeping; full-time with benefits eligibility; no misclassification indicators #### Warning Classification arguably correct but close to line: employee status but some contractor-like control, OR salary near exemption threshold ($50-60k) in states with rising minimums, duties somewhat ambiguous for exemption (mix of exempt and non-exempt work), benefits limited or vesting required, part-time status with unclear benefits, if contractor: some control by company but still independent, classification could be challenged but likely defensible #### Red Clear misclassification indicators: labeled contractor but controlled like employee (set hours, can't work for others, provided equipment, integrated into company), OR labeled exempt but salary below threshold ($50k in high-threshold states, <$55k federal pending rule), OR exempt label but duties are clearly non-exempt (no management, no discretion), employee bears misclassification risk (e.g., no taxes withheld but can't work independently), no overtime for clearly non-exempt work, missing benefits that should apply, contract attempts to waive misclassification claims ## 🤝 Parties & Basics ### What to look at Employer legal entity name, address, and correct employee name Effective date, start date, and role title listed consistently Signature blocks and authority to sign (HR, officer, or delegated manager) ### Signals #### Green All parties and dates are clear and consistent; signatures are properly authorized; attachments and referenced documents are included #### Warning Minor inconsistencies or missing identifiers (addresses, entity suffixes); referenced documents not attached #### Red Employer entity unclear or incorrect; missing or conflicting dates; unsigned or unauthorized signature blocks ## 📋 Role Scope & Duties ### What to look at Job title, primary responsibilities, and reporting line Work location expectations (remote, hybrid, onsite) and travel requirements Performance expectations or role changes clause ### Signals #### Green Role and responsibilities are clearly defined with reasonable flexibility and clear reporting structure #### Warning Duties described broadly with some ambiguity; location or travel expectations unclear #### Red Employer can unilaterally change role, location, or responsibilities without limits; duties defined as 'any tasks assigned' ## 🕊️ Compliance & Policies ### What to look at Compliance with laws and workplace policies (harassment, safety, security) Reference to handbooks or codes of conduct and how they change Export controls, background checks, or eligibility to work requirements ### Signals #### Green Standard compliance obligations with clear, accessible policies and reasonable change process #### Warning Broad policy references that can change with notice; unclear which documents apply #### Red Employer can change policies at any time without notice; employee guarantees broad compliance with unlimited liability ## 📑 Boilerplate ### What to look at Entire agreement clause and hierarchy of documents Notice requirements and delivery methods Amendment requirements and severability clause ### Signals #### Green Clear hierarchy; amendments only in writing; reasonable notice procedures #### Warning Confusing hierarchy between offer letter and handbook; notice methods unclear #### Red Employer can change terms unilaterally; deemed acceptance by continued work You can leave aspects that are not applicable to this employment agreement as null. But in general, try to provide a status for each applicable aspect. After all aspects, provide a concise conclusion with general considerations and questions the user may want to discuss with a qualified attorney. Do not provide legal advice and do not tell the user a contract is "safe to sign". Important: sometimes, the document you are analyzing is in different language than user's language. ALWAYS use user's language for the report! Important: If you are calling the widget, but get error like this: "This tool call was blocked by OpenAI because we couldn't determine the safety status of the request." It means that you have included too sensitive information into the tool call. Try again, but do not include any sensitive information (names, phone number, address, email, company names, etc.) --- ## Call Example For example, you are analyzing a Senior Software Engineer Employment Agreement. The contract is written in German, but the user speaks Spanish. ```json { "user_preferred_language": "Spanish", "contract_title": "Contrato de Empleo para Ingeniero de Software Senior", "compensation": {"status": "Green", "note": "Salario competitivo con estructura de bonos clara y calendario de adquisición de acciones."}, "non_compete": {"status": "Warning", "note": "No competencia de 12 meses es largo. Negociar a 6 meses o alcance más limitado."}, "ip_assignment": {"status": "Red", "note": "Asigna todas las invenciones incluyendo proyectos personales. Negociar excepción para trabajo no relacionado."}, "conclusion": "Oferta sólida con una preocupación importante. Negociar la cláusula de asignación de PI antes de firmar." } ```

This tool is specifically for FREELANCE / INDEPENDENT CONTRACTOR AGREEMENTS. Use this when analyzing contracts between freelancers/contractors and clients. For employment agreements, use the employment contract tool instead. For lease/rental agreements, use the lease contract tool instead. For general business contracts that don't fit those categories, use the generic tool. Do not use this tool for criminal law matters, immigration matters, or family law disputes. This tool produces a carousel of report cards for freelance contract health check. For each aspect, provide a status and note. Also include a short overall conclusion. Aspects included: ## 💰 Payment Terms ### What to look at Invoice due dates and net terms (Net-15/Net-30, etc.) Upfront deposit percentage and timing Milestone or phased payments for long projects Late fees or interest for overdue invoices Payment method, currency, and who covers processing/transfer fees Conditional payment language (pay-when-paid, subjective acceptance) Invoice cadence for longer engagements ### Signals #### Green Net-15/Net-30 due dates; 25-50% deposit before work starts; milestone or phased payments for long projects; clear invoice cadence and objective acceptance criteria; late fee/interest around 1-1.5% per month; payment method, currency, and processing/transfer fees specified; no pay-when-paid or third-party contingencies; aligns with freelancer payment protections where applicable. #### Warning Net-45/Net-60; no late fee; payment only on completion for long projects; deposit missing or minimal; vague acceptance language (e.g., 'upon approval') without objective criteria; invoice timing unclear; slow methods (check by mail) or fees/currency not addressed; conditional payment language that could delay payment. #### Red Net-90+ or no due date; pay-when-paid or third-party-contingent payment; client discretion or subjective satisfaction controls payment; unilateral changes to payment terms; ability to withhold payment for vague reasons; refusal to sign a written contract or no payment schedule at all. ## 🛑 Kill Fees & Cancellation ### What to look at Termination clause and grounds (for cause vs. convenience) Notice period requirements Kill fee or cancellation fee percentage/formula Payment for work completed to date or milestones Treatment of deposits/retainers on cancellation Ownership/usage of work-in-progress after termination ### Signals #### Green Clear termination clause; written notice (7-30 days); kill fee around 25-50% of remaining fee or pro-rata payment for work completed; deposit/retainer non-refundable or credited as minimum kill fee; mutual termination rights with for-cause vs for-convenience distinction; work-in-progress rights transfer only upon payment. #### Warning Very short notice or no notice; low kill fee (~10%); client-only termination rights; ambiguous 'reasonable fee' language; unclear treatment of deposits; cancellation tied to client 'satisfaction' without defined rejection criteria; no explicit pro-rata payment for work done. #### Red No termination clause; client can cancel anytime without paying for work in progress; freelancer cannot terminate or must refund all payments; client retains or uses work without full payment; cancellation triggered by subjective rejection with no compensation. ## 🔁 Revisions & Scope Changes ### What to look at Deliverables list and scope baseline Number of revision rounds included Definition of a 'revision' vs. a new scope request Change-order process and pricing for extra work Explicit exclusions or out-of-scope items Timeline impact for major changes or excessive revisions Language implying unlimited revisions (e.g., 'as needed', 'including but not limited to') ### Signals #### Green Deliverables and scope clearly listed; revision rounds limited (e.g., 2-3) with a clear definition of 'revision'; change-order process with written approval and added fees; explicit exclusions/out-of-scope items; timeline adjusts for major changes or excessive revisions. #### Warning Scope vague or proposal/SOW not referenced; 'reasonable revisions' without a number; no change-order process; timeline fixed even if scope changes; language like 'as needed' or 'including but not limited to' without limits. #### Red Unlimited revisions or open-ended work; scope undefined; client can unilaterally change scope within original fee; no ability to charge for added work; broad 'any tasks required' phrasing. ## 💡 IP Ownership & Licensing ### What to look at Ownership clause (assignment vs license vs work for hire) When rights transfer (upon full payment) License scope (exclusive/non-exclusive, duration, territory, permitted uses) Portfolio/self-promotion rights Pre-existing/background IP carve-outs Third-party/open-source components treatment Moral rights waiver or credit terms Source files/raw materials expectations ### Signals #### Green Ownership transfers only after full payment; clear assignment or license scope (duration, territory, permitted uses); portfolio/self-promotion rights allowed when not confidential; pre-existing/background IP retained; third-party/open-source components carved out; reasonable credit/moral rights terms. #### Warning Work-for-hire designation without discussion; assignment upon delivery instead of payment; overly broad 'all rights' without fee alignment; ambiguous license scope or term; no mention of portfolio rights or background IP; warranties about third-party components not scoped. #### Red Claims ownership of all work including unrelated or pre-existing materials; rights transfer before payment; bans any portfolio/credit indefinitely; broad moral rights waiver; requires all source files/raw materials without additional compensation; gag clauses beyond reasonable NDA. ## 📋 Scope Definition & Deliverables ### What to look at Specific deliverables with quantities/formats Milestones tied to deliverables Acceptance criteria or sign-off process Client responsibilities (content, approvals, feedback) Process for adding/changing scope Avoid open-ended obligations ('etc.', 'as needed') Statement of Work or proposal referenced ### Signals #### Green Itemized deliverables with quantities/formats; milestones tied to deliverables; acceptance criteria/sign-off process; client responsibilities (content/feedback) defined; changes require written agreement; SOW/proposal referenced. #### Warning High-level or vague deliverables; 'as needed' or 'etc.' phrasing; no milestones; unclear client responsibilities; unrealistic volume for fee/time; change process missing. #### Red No defined scope; outcome-based promises ('increase traffic by 50%'); client can change scope at no cost; scope includes unrelated roles; blanket contract for future work without separate statements of work. ## 🛡️ Indemnification & Liability ### What to look at Who indemnifies whom and for what claims Mutual vs one-sided indemnity Liability cap amount (fees paid, multiple, or fixed sum) Consequential/indirect damages exclusions Warranties or guarantees that expand liability Insurance requirements Responsibility for client-provided materials ### Signals #### Green Mutual indemnity limited to each party's breach/negligence or IP infringement; liability cap at fees paid (or reasonable multiple); exclusion of consequential damages; client warrants their materials; remedies limited to fix/refund. #### Warning One-sided indemnity; no liability cap; broad warranties or result guarantees; insurance requirements you cannot meet; indemnity not limited to contractor-controlled issues or missing carve-outs for client materials. #### Red Indemnify client for any and all claims regardless of fault; indemnify for client negligence/misuse; no cap plus broad indemnity; large liquidated damages or uncapped attorney fees; covers client affiliates and all losses. ## 🧾 Expenses & Reimbursements ### What to look at Expense reimbursement clause and covered categories Pre-approval requirements and spending limits Reimbursement timing and receipts process Who pays for travel, materials, software, or subcontractors If no clause, whether costs are implied to be included Currency/FX fees or international expense handling ### Signals #### Green Client reimburses pre-approved reasonable expenses; categories and budgets listed; reimbursement within 15-30 days; client pays big-ticket items directly; clear non-reimbursable overhead. #### Warning Expenses omitted despite expected costs; 'all expenses included' without pricing; slow reimbursement; very low approval thresholds; post-hoc 'reasonable' approval; currency/fees not addressed. #### Red No reimbursement even when expenses required; travel/on-site required but not reimbursed; contractor must purchase expensive tools/licenses at own cost; reimbursement only at client's sole discretion; punitive or impractical approval rules. ## ⏱️ Timeline & Deadlines ### What to look at Milestone dates or overall schedule Strict timing language (e.g., 'time is of the essence') Delay provisions for client feedback or dependencies Force majeure clause Penalty/bonus or rush fee terms Work schedule or availability expectations Extensions for scope changes or time zone clarity ### Signals #### Green Realistic schedule with milestones; extensions for client delays; force majeure clause; timeline adjusts for scope changes; reasonable penalties/bonuses with caps; rush fee for accelerated timeline; collaborative language. #### Warning Aggressive or vague deadlines; 'time is of the essence' without buffer; penalties without cap; no client-delay clause; no force majeure; rigid daily hours/availability that blur employment. #### Red Impossible deadlines with harsh penalties or liquidated damages; termination or no payment for minor delays; no allowances for dependencies or client delays; payment contingent on strict deadlines; exposure to large damages for small slips. You can leave aspects that are not applicable to this contract as null. But in general, try to provide a status for each applicable aspect. After all aspects, provide a concise conclusion with general considerations and questions the user may want to discuss with a qualified attorney. Do not provide legal advice and do not tell the user a contract is "safe to sign". Important: sometimes the document you are analyzing is in a different language than user's language. ALWAYS use the user's language for the report. Important: If you are calling the widget, but get error like this: "This tool call was blocked by OpenAI because we couldn't determine the safety status of the request." It means that you have included too sensitive information into the tool call. Try again, but do not include any sensitive information (names, phone number, address, email, etc.). --- ## Call Example For example, you are analyzing a Logo Design Freelance Contract. The contract is written in English, but the user speaks Japanese. ```json { "user_preferred_language": "Japanese", "contract_title": "ロゴデザイン業務委託契約", "payment_terms": {"status": "Green", "note": "50%前払い、納品後50%。30日以内の支払い条件は標準的。"}, "revisions": {"status": "Warning", "note": "修正回数が無制限。3回までに制限することを推奨。"}, "kill_fees": {"status": "Red", "note": "キャンセル料の規定なし。完了作業分の支払いを保証する条項を追加すべき。"}, "conclusion": "概ね良好な契約だが、キャンセル料条項の追加が必要。署名前に交渉を。" } ```

This tool is for GENERIC contracts that don't fit into specialized categories. USE SPECIALIZED TOOLS FOR: - Lease/rental agreements: use show_lease_contract_report - Employment agreements: use show_employment_contract_report - Freelance/contractor agreements: use show_freelance_contract_report Use this tool only if there is no specialized tool for your contract --- Do not use this tool for criminal law matters, immigration matters, or family law disputes. This tool produces a carousel of report cards for contract health check. For each aspect, provide a status and note. Also include a short overall conclusion. Aspects included: ## 🤝 Parties & basics ### What to look at Who signs, full legal names, registration details, addresses Correct contract date, appendices listed, language of the contract ### Signals #### Green All data exact and consistent, signatory has title/power #### Warning Minor inconsistencies (short names, missing registration number) #### Red Party name wrong or unclear authority; empty fields ## 📋 Subject ### What to look at What exactly is being sold/licensed/provided Deliverables, services, volumes, quality criteria ### Signals #### Green Clear description of what you give and get; concrete specs or referenced appendices #### Warning Vague description with only examples or verbal understanding #### Red Performance undefined (“as agreed by the parties”), acceptance unclear ## 💰 Payment terms ### What to look at Amount, currency, taxes, payment schedule, method Prepayment vs post-payment, late fees / interest ### Signals #### Green Clear price and dates; reasonable, capped late fees #### Warning Payment only after acceptance with fuzzy deadlines; high prepayment without protection #### Red Open-ended payment term or extreme penalties / unilateral delay rights ## 🚚 Delivery & Acceptance ### What to look at Deadlines for performance, delivery terms, acceptance procedure What happens if the other side is silent ### Signals #### Green Dated milestones; silence after X days = acceptance #### Warning Approximate deadlines; acceptance partly subjective #### Red No acceptance path; customer can reject anytime and never pay ## 🔄 Changes ### What to look at Who can change scope, deadlines, price, or contract text ### Signals #### Green Changes only via written addendum signed by both #### Warning Automatic price/indexation formula that is broad but limited #### Red One party may change price/terms unilaterally by notice or posting online ## 💡 Intellectual property ### What to look at Who owns IP in results; license type, territory, term Sublicensing/transfer rights ### Signals #### Green Ownership or license stated; transfer after payment; reasonable territory/term #### Warning Very broad, worldwide perpetual license but tied to purpose #### Red All present/future IP transferred for free, irrevocable, worldwide ## 🔒 Data protection ### What to look at What is confidential; duration; exclusions Data-security duties; personal data handling ### Signals #### Green Balanced mutual duty with reasonable period and standard exclusions #### Warning Only you are bound; vague data protection #### Red Unlimited liability for any leak; extremely long period; they may freely use data ## 🛡️ Warranties ### What to look at Quality, uptime, performance commitments Remedies: fix, re-perform, refund, service credits ### Signals #### Green Clear, time-limited warranties; remedies capped to re-perform or limited refund #### Warning Broad warranties but time-limited #### Red Unlimited, fit-for-any-purpose warranties with no time limit ## ⚖️ Limitation of liability ### What to look at Damage caps; exclusions of indirect loss; carve-outs ### Signals #### Green Mutual cap (e.g., 12 months of fees), no indirect damages, reasonable carve-outs #### Warning Cap only for one side or heavy carve-outs #### Red Your liability unlimited; theirs strictly limited; liable for all losses ## 💸 Penalties ### What to look at Daily penalties, one-time fines, bonuses for performance ### Signals #### Green Reasonable, capped penalties proportionate to contract value #### Warning High but capped penalties; only you pay #### Red Very high penalties with no cap; combined with unlimited liability ## ⏳ Renewal & termination ### What to look at Duration, automatic renewal Grounds and notice for termination; effects on IP/data/payments ### Signals #### Green Clear term or evergreen with notice; both can terminate for breach with cure #### Warning Hard to exit but symmetrical #### Red Only they can terminate for convenience; unclear post-termination handling ## 🌩️ Force majeure ### What to look at Events covered; suspension vs termination; notification ### Signals #### Green Standard events; duty to notify; long event lets both terminate #### Warning Very broad list but mutual #### Red Clause protects only them or excuses payment under their control ## 🏛️ Dispute resolution ### What to look at Which law applies; court vs arbitration; location and language ### Signals #### Green Reasonable/neutral forum and clear procedure #### Warning Foreign forum acceptable for deal size #### Red Exotic jurisdiction or one-sided choice causing unfair burden ## 📊 Audit & reporting ### What to look at Audit rights scope, frequency, notice, cost allocation ### Signals #### Green Limited, scheduled audits with notice and confidentiality #### Warning Broad audit right but some limits; you pay only if major non-compliance #### Red Anytime/anywhere audits including other clients' data; all costs on you ## 🔗 Subcontracting ### What to look at Transfer of rights/obligations; subcontracting or sublicensing ### Signals #### Green Assignment with consent or limited to group/merger; subcontracting allowed but liable #### Warning They can assign freely; you need consent #### Red They can assign to anyone and shed liability; you cannot assign or subcontract ## 🥅 Non-compete ### What to look at Restrictions vs competitors, similar products, territory, duration ### Signals #### Green Narrow, time-limited exclusivity tied to volume or fees #### Warning Broad but time-limited non-compete #### Red Long/indefinite restrictions blocking core business without compensation ## 🕊️ Compliance ### What to look at Anti-corruption, sanctions, export controls, codes of conduct ### Signals #### Green Standard mutual legal compliance obligations #### Warning Reference to large unilateral code that can change #### Red You guarantee all-country compliance with unlimited liability or immediate termination ## 📑 Boilerplate ### What to look at Entire agreement, notice process, language versions, severability, amendment clause ### Signals #### Green Clear hierarchy; appendices listed; amendments only in writing #### Warning Confusing hierarchy between offer/PO/general terms #### Red They can change general terms unilaterally; deemed acceptance by performance You can leave aspects that are not applicable to this contract as null. But in general, try to provide a status for each applicable aspect. After all aspects, provide a concise conclusion with general considerations and questions the user may want to discuss with a qualified attorney. Do not provide legal advice and do not tell the user a contract is "safe to sign". Important: sometimes, the document you are analyzing is in different language than user's language. ALWAYS use user's language for the report! Important: If you are calling the widget, but get error like this: "This tool call was blocked by OpenAI because we couldn't determine the safety status of the request." It means that you have included too sensitive information into the tool call. Try again, but do not include any sensitive information (names, phone number, address, email, etc.) --- ## Call Example For example, you are analyzing a Software Development Services Agreement. The contract is written in Russian, but the user speaks English. ```json { "user_preferred_language": "English", "contract_title": "Software Development Services Agreement", "parties": {"status": "Green", "note": "Both parties clearly identified with legal names and addresses."}, "scope": {"status": "Warning", "note": "Scope is broadly defined. Consider adding specific deliverables list."}, "liability": {"status": "Red", "note": "Unlimited liability clause. Consider discussing liability limits and exclusions with a qualified attorney."}, "conclusion": "Moderately balanced contract overall, but the liability clause is a significant concern. Consider clarifying liability limits and discussing with a qualified attorney before signing." } ```

This tool is specifically for RESIDENTIAL LEASE/RENTAL AGREEMENTS (apartments, houses, condos, townhouses) from a TENANT'S perspective. Do not use this tool for criminal law matters, immigration matters, or family law disputes. This tool produces a carousel of report cards for lease health check. For each aspect, provide a status and note. Also include a short overall conclusion. Aspects included: ## 🔒 Security Deposit ### What to look at - Deposit amount relative to monthly rent (check state maximums) - Refundability and conditions for deductions - Return timeline after move-out (state-mandated, typically 14-30 days) - Itemized deduction requirements - Interest on deposit (required in some jurisdictions) - Non-refundable fees vs. refundable deposit distinction ### Signals #### Green Deposit is 1-2 months rent within state limits; explicitly refundable with itemized deductions only for actual damages beyond normal wear; return within state-mandated timeframe (14-30 days); interest paid if required by state; pre-move-in/move-out inspection process; normal wear and tear explicitly excluded from deductions; clear procedure for requesting deposit return #### Warning Deposit at state maximum or slightly high (1.5-2 months); vague deduction language without specifics; return timeline at maximum allowed or unclear; no mention of interest where required; 'non-refundable' fees labeled separately but unclear distinction; lease allows deposit deduction for professional cleaning regardless of condition; missing itemization requirement #### Red Deposit exceeds state maximum (e.g., >2 months unfurnished in CA); 'non-refundable deposit' terminology (legally suspect); return timeline exceeds state law or unspecified; automatic deductions for normal wear and tear (faded paint, minor scratches, worn carpet); deposit automatically forfeit for lease-breaking without accounting; waiver of right to itemized statement; requires tenant action to recover deposit or rights waived ## 🔧 Maintenance & Repairs ### What to look at - Clear division of landlord vs. tenant responsibilities - Repair timeline requirements (urgent vs. non-urgent) - Emergency repair procedures and contacts - Habitability standards and warranty acknowledgment - Repair and deduct rights (if applicable in jurisdiction) - As-is clauses and their scope ### Signals #### Green Landlord responsible for structural, major systems (HVAC, plumbing, electrical), pest control; clear emergency contact; reasonable response times (24-48 hours urgent, 7-30 days non-urgent); tenant duties limited to minor upkeep and not causing damage; habitability warranty acknowledged; repair and deduct rights preserved; clear procedure for reporting issues #### Warning Some ambiguity in responsibilities; longer response times or 'reasonable time' without specifics; minor repair costs on tenant ($50-100 threshold); no explicit emergency procedure; as-is clause for cosmetics but not habitability; no mention of repair and deduct rights; landlord entry for repairs without clear notice terms #### Red Tenant responsible for major repairs (roof, HVAC, plumbing); waiver of implied warranty of habitability (illegal in most jurisdictions); no repair timelines or landlord discretion on timing; tenant liable for all maintenance regardless of cause; waiver of right to withhold rent or repair-and-deduct; no emergency contact; broad as-is clause attempting to waive habitability; landlord not liable for injuries from defective conditions ## 🚪 Early Termination ### What to look at - Early termination fee/penalty amount (typically 1-2 months rent) - Notice period required (30-60 days standard) - Landlord's duty to mitigate (re-rent the unit) - Legal exceptions (military/SCRA, domestic violence, uninhabitability) - Job relocation clauses - Security deposit treatment on early termination ### Signals #### Green Defined early termination option with reasonable fee (1-2 months rent); 30-60 day notice requirement; landlord required to mitigate by seeking new tenant; legal exceptions acknowledged (military deployment under SCRA, domestic violence, uninhabitability); job relocation clause (50+ miles); clear procedure; deposit applied toward damages only, not automatic forfeiture #### Warning Fee of 2-3 months rent; 60-90 day notice; no special circumstances provisions mentioned (rely on law); unclear mitigation obligation or 'may try to re-let'; deposit may be applied to termination costs; complex requirements to exercise termination right; no job relocation clause; onerous conditions (certified mail, find replacement tenant yourself) #### Red Penalty equals all remaining rent (acceleration clause); excessive notice period (4+ months); no duty to mitigate stated or explicitly waived; automatic deposit forfeiture plus additional fees (double-dipping); no exceptions for legally protected situations (contradicts SCRA/DV laws); 'no early termination under any circumstances'; landlord sole discretion on allowing termination; liquidated damages far exceeding actual harm ## 📅 Renewal & Rent Increases ### What to look at - Automatic renewal terms and notice requirements - Month-to-month conversion terms after lease end - Rent increase caps or formulas (check rent control jurisdictions) - Notice requirements for rent changes - Holdover rent penalties - Right to renewal or non-renewal conditions ### Signals #### Green Clear end date and what happens after; automatic renewal only with prominent disclosure and reasonable notice to opt out (30-60 days); month-to-month conversion at same rent or modest increase; mutual notice periods; rent increases capped or tied to reasonable formula (CPI, 3-5%); complies with local rent control if applicable; holdover becomes month-to-month at same terms #### Warning Automatic renewal requiring 60-90 day advance notice to decline; one-sided renewal control (landlord decides terms); rent increase specified but high (10%+); holdover rent at 150% of base; notice to change rent is short (15-30 days); unclear what happens at lease end; auto-renewal buried in document without highlighting #### Red Hidden auto-renewal violating notification laws; rent increases during fixed term at landlord discretion; automatic renewal with harsh penalties if not noticed in time; holdover rent at 200%+ (punitive); waiver of statutory notice rights; landlord can revise terms unilaterally with minimal notice; violates rent control regulations; auto-renewal trap with acceleration clause for breaking renewed term ## 🏠 Landlord Entry Rights ### What to look at - Notice period for non-emergency entry (typically 24-48 hours) - Permitted reasons for entry (repairs, inspections, showings) - Timing restrictions (business hours, reasonable times) - Emergency entry exceptions - Inspection frequency limits - Tenant presence requirements ### Signals #### Green 24-48 hour written notice for non-emergency entry; entry limited to legitimate reasons (repairs, inspections, showings to prospective tenants); business hours specified (9am-6pm); emergency exception clearly defined (fire, flood, gas leak); inspection frequency limited (annual or move-in/move-out); landlord will knock and announce; tenant can propose alternate times #### Warning Notice period vague ('reasonable notice'); broad entry reasons beyond typical (any time landlord 'deems necessary'); frequent inspections mentioned (monthly/quarterly); no timing restrictions specified; tenant must be present for all entry; emergency broadly defined; silent on notice but law applies #### Red Entry 'at any time' without notice; waiver of notice rights by tenant; insufficient notice (under 24 hours for non-emergency); no emergency limitation (landlord can enter for any reason); 'random inspections' at any time; lockout clauses (landlord can change locks if tenant behind on rent); landlord retains key with implied right to enter when absent; entry without notice for suspected lease violations ## 🔄 Subletting & Assignment ### What to look at - Whether subletting/assignment is permitted with consent - Consent standard (not unreasonably withheld) - Sublet fees or conditions - Original tenant liability after sublet/assignment - Roommate policies - Short-term rental (Airbnb) restrictions ### Signals #### Green Subletting permitted with landlord consent 'not unreasonably withheld'; clear procedure for requesting approval; reasonable processing fee ($50-100); subtenant screening criteria same as original tenant; roommates allowed with notice; original tenant remains liable (standard); complies with local sublet rights (e.g., NYC 4+ unit buildings) #### Warning Consent required but may be withheld for any reason; high sublet fee (1 month rent); strict subtenant requirements; no mention of roommates; original tenant remains liable even after full assignment; short-term rentals explicitly banned; procedural burdens (90-day notice, landlord approval of replacement); 'landlord sole discretion' #### Red Absolute prohibition on subletting/assignment; sublet attempt is material breach with eviction/penalty; excessive fees or profit-sharing on sublet rent; contradicts statutory sublet rights (e.g., NYC tenants' right to sublet); ban on any guests or roommates; 'no person other than lessee may occupy'; excessive penalty for unauthorized sublet (double rent) ## 💡 Utilities & Services ### What to look at - Clear breakdown of which utilities tenant pays (electric, gas, water, trash, internet) - Shared meter arrangements and cost allocation method - Landlord billing procedures and markup (if any) - Utility caps if included in rent - Metering and billing transparency - Required services (cable, internet) bundled with rent ### Signals #### Green Clear enumeration of who pays what utilities; individually metered utilities in tenant's name; if shared meter, transparent formula (equal split or by usage); no markup on passed-through utility costs; landlord provides actual bills on request; complies with utility billing regulations (e.g., Maryland requires disclosure); reasonable utility budget if included #### Warning Ambiguous 'tenant pays utilities' without specifying which; shared meter with unclear split; landlord bills without showing actual bills; small admin fee on utility billing ($5-10); utility caps if included ('includes up to $100 electric'); no reconciliation of estimated charges; mandatory service bundles #### Red Landlord can shut off utilities for nonpayment (illegal in most jurisdictions); tenant pays utilities for common areas or other units; excessive markup on utility pass-through; billing for non-utility items (taxes, insurance) as utilities; no disclosure of shared meter arrangement; conflict with utility billing regulations; gross overestimation of utility charges without reconciliation ## 🐾 Pet Policies ### What to look at - Pet deposit amount and refundability - Monthly pet rent - Breed, size, and species restrictions - Service/assistance animal accommodations (must be allowed by law) - Pet rules and requirements - Pet damage liability ### Signals #### Green Pets allowed with reasonable deposit ($200-300) refundable if no damage; modest or no monthly pet rent ($25-50); service/assistance animals explicitly exempt from fees and restrictions (required by law); clear pet rules (leashing, cleanup); breed restrictions disclosed upfront; pet addendum with clear expectations; small pets (fish, hamsters) allowed without approval #### Warning High pet deposit (full month's rent); significant monthly pet rent ($50-100+); breed/weight restrictions that may affect common pets; 'one strike' noise policy; professional cleaning required at move-out; no mention of service animal accommodations (rely on law); approval required for any pet including small caged animals; insurance requirement #### Red Pet fees charged for service/assistance animals (illegal); requiring declawing or devocalization; exorbitant non-refundable pet fee ($500+); all pet wear classified as 'extraordinary damage'; immediate eviction for single pet complaint; ban on breeds that applies to service animals; no pets clause attempting to override assistance animal rights; excessive restrictions on emotional support animals ## 💰 Rent & Payment Terms ### What to look at - Monthly rent amount and due date - Grace period before late fees apply - Late fee amount and caps - Accepted payment methods - Rent increase provisions during lease term - Prorated rent for partial months ### Signals #### Green Clear rent amount and due date (typically 1st of month); reasonable grace period (3-5 days); late fees capped (typically 5% or $50 max); multiple payment methods accepted; no rent increases during fixed term; prorated rent clearly calculated for move-in/move-out; no mandatory auto-pay #### Warning Short or no grace period (1-2 days); late fees at higher end but still legal (10% or state max); limited payment methods (check only); rent can increase with 60+ day notice; prorated calculation unclear; mandatory online payment portal with fees #### Red No grace period with immediate late fees; excessive late fees exceeding state limits; compounding daily late fees; cash only or single inconvenient method; rent increases during fixed term at landlord discretion; late payment reported to credit immediately; hidden fees (processing, convenience, admin); late fee plus interest ## ⚖️ Liability & Insurance ### What to look at - Tenant liability for injuries on premises - Indemnification clauses (tenant holds landlord harmless) - Renters insurance requirements - Landlord liability limitations - Property damage responsibility - Waiver of claims against landlord ### Signals #### Green Balanced liability - tenant responsible for own negligence only; landlord maintains property insurance; renters insurance encouraged but reasonable minimum ($100k liability); landlord liable for injuries from property defects; clear distinction between tenant damage and normal wear; no broad indemnification #### Warning Mandatory renters insurance with higher minimums ($300k+); broad indemnification but excluding landlord negligence; tenant responsible for guests' actions; landlord liability limited but not eliminated; landlord named as additional insured on tenant policy; vague property damage responsibility #### Red Tenant indemnifies landlord for ALL claims including landlord's negligence (often unenforceable); excessive insurance requirements ($500k+); waiver of all claims against landlord; tenant liable for criminal acts of third parties; landlord disclaims all liability for property conditions; tenant responsible for common area injuries; pre-dispute waiver of jury trial ## 🏛️ Dispute Resolution ### What to look at - Governing law and jurisdiction - Mandatory arbitration vs. court - Class action waiver - Attorney fees provisions - Mediation requirements - Small claims court access ### Signals #### Green Local jurisdiction where property is located; disputes in local courts; no mandatory arbitration; mutual attorney fees (prevailing party); small claims court preserved; no class action waiver; reasonable notice and cure period before legal action #### Warning Mandatory mediation before litigation (reasonable); arbitration optional but not required; one-sided attorney fees (landlord only if they prevail); state law of different state but same country; unclear on small claims; 30-day notice requirement before any action #### Red Mandatory binding arbitration with tenant paying fees; distant or inconvenient jurisdiction; class action waiver (may be unenforceable for tenants); tenant pays all landlord attorney fees regardless of outcome; waiver of right to jury trial; extremely short dispute windows; tenant must pay for landlord's collection costs regardless of validity ## 📋 Contract Basics ### What to look at - All parties clearly identified with correct names/addresses - Property address and description accurate - Lease term dates clearly stated - All referenced addenda and attachments included - Signature requirements and dating - Amendment and modification procedures ### Signals #### Green All parties identified with full legal names; property address complete and accurate; lease start/end dates clear; all addenda referenced are attached; both parties sign and date; amendments require written mutual consent; entire agreement clause; severability clause #### Warning Minor inconsistencies in names or addresses; some terms reference external documents not attached; electronic signature used (valid but verify); vague amendment process; missing some standard boilerplate; verbal agreements mentioned alongside written #### Red Party names unclear or wrong entity; property description vague or missing unit number; dates missing or contradictory; referenced documents not provided; unsigned or undated; landlord can amend unilaterally with notice; disclaims verbal promises but relies on them; conflicting terms between main lease and addenda with unclear hierarchy You can leave aspects that are not applicable to this lease as null. But in general, try to provide a status for each applicable aspect. After all aspects, provide a concise conclusion with general considerations and questions the user may want to discuss with a qualified attorney. Do not provide legal advice and do not tell the user a contract is "safe to sign". Important: sometimes, the document you are analyzing is in different language than user's language. ALWAYS use user's language for the report! Important: If you are calling the widget, but get error like this: "This tool call was blocked by OpenAI because we couldn't determine the safety status of the request." It means that you have included too sensitive information into the tool call. Try again, but do not include any sensitive information (names, phone number, address, email, etc.) --- ## Call Example For example, you are analyzing a 1-Bedroom Apartment Lease. The contract is written in French, but the user speaks English. ```json { "user_preferred_language": "English", "contract_title": "1-Bedroom Apartment Lease Agreement", "security_deposit": {"status": "Green", "note": "Standard 1-month deposit with clear return conditions within 30 days."}, "early_termination": {"status": "Warning", "note": "2-month penalty for early termination. Consider asking whether the fee can be reduced or whether alternatives exist."}, "entry_rights": {"status": "Red", "note": "Landlord can enter without notice. Consider asking for a clear advance-notice requirement (for example, 24 hours)."}, "conclusion": "Mostly fair lease overall, but the entry rights clause is concerning. Consider clarifying notice requirements and discuss with a qualified attorney before signing." } ```