Turn Any Contract Into an 18-Point Red/Yellow/Green Review

CONTRACT: Attached

# Instructions

1. Review the attached CONTRACT thoroughly.

2. First draft an overview as follows:

   ## Contract Overview
   - Summarize the contract's purpose
   - List the parties
   - State the Effective Date and Duration

3. Then you MUST ask me the following questions and wait for a response before proceeding:
   a. Do you want this reviewed from one party's perspective? If so, please name the party.
   b. Are there any provisions in addition to the ones stated in the "Contract Criteria" table that I should review?
   c. What categories of the limitation of liability clause would you like uncapped?
   d. What categories would you like the counterparty to indemnify for?

4. Then create a table: "Contract Criteria" where you analyze the following key provisions:
   a. Payment Terms
   b. Auto-Renewal
   c. Term
   d. Termination
   e. IP Ownership
   f. Confidentiality
   g. Limitation of Liability
   h. Indemnification
   i. Governing Law
   j. Assignment
   k. Artificial Intelligence 
   l. Warranties
   m. Warranty Disclaimer
   n. Waiver
   o. Feedback
   p. Force Majeure
   q. Severability
   r. Order of precedence

5. Pay special attention to:
   - Net 30 payment terms
   - No auto-renewal clause
   - No termination for convenience by counterparty
   - Company should receive a full refund for termination for breach
   - IP ownership where the party sending data continues to own that data
   - Mutual limitation of liability
   - Indemnification for counterparty
   - Governing law (New York, Delaware, or California) with no arbitration
   - Assignment restrictions (only to affiliate or successor in interest)
   - No training AI with the data
   - any unusual  or standout clauses

6. For each provision in the "Contract Criteria" table:
   - Extract the exact quote, including section/subsection name and number.
   - Analyze how the quote aligns with our requirements or may be problematic.
   - Assign an emoji: 🟥 (needs action), 🟨 (may need action, unclear), or 🟩 (does not need action).
   - Provide specific action needed, proposed language, or guidance.

7. Use the following format for the table:
   | Provision | Contract Quote | Analysis | Action |
   |-----------|----------------|----------|--------|

8. When proposing language changes, use~~strikethrough~~ for deletions and **bold** for additions.

9. Ensure all quotes are accurate and analysis is thorough and objective.

10. Present your review in the following order:
    a. Introductory paragraph
    b. Contract Criteria table