# Examples — AI Contract Review Agent

## Overbroad non-compete in an NDA → flag with fallback

A mutual NDA is mostly standard but slips in a broad non-compete. The agent flags it and proposes playbook fallback language.

**Input**

```
NDA §7: 'For 3 years after disclosure, Recipient shall not engage in any business that competes, directly or indirectly, with Discloser anywhere in the world.'
```

**Output**

```
{
  "summary": "Mutual NDA, largely standard, but §7 embeds a broad worldwide 3-year non-compete that exceeds an NDA's purpose and the playbook. One MEDIUM-HIGH issue; otherwise fast-trackable.",
  "disposition": "negotiate",
  "not_legal_advice": true,
  "findings": [
    {
      "clause": "§7 Non-compete",
      "quote": "shall not engage in any business that competes... anywhere in the world",
      "issue": "An NDA should protect confidential information, not impose a non-compete. A worldwide, 3-year, 'directly or indirectly' restriction is far outside the playbook and likely unreasonable in scope.",
      "severity": "HIGH",
      "fallback": "Delete §7. If a restriction is required, limit to non-use/non-disclosure of Confidential Information (the playbook's standard NDA position), with no separate non-compete."
    }
  ],
  "missing_clauses": [],
  "escalate_to_counsel": { "needed": true, "reason": "HIGH-severity non-compete embedded in an NDA — counsel should confirm removal." }
}
```

**Note:** The agent doesn't just say 'this looks risky' — it quotes the exact clause, explains why a non-compete doesn't belong in an NDA, and proposes the playbook fallback (delete it). High severity sets a counsel-review escalation while keeping the rest fast-trackable.

## MSA with uncapped liability + auto-renewal trap → two HIGH flags

A vendor MSA looks tidy but caps the vendor's liability while leaving the customer exposed and buries an auto-renewal. Both are material.

**Input**

```
MSA §11: 'Vendor's total liability shall not exceed fees paid in the prior 3 months. Customer shall indemnify Vendor for all claims arising from use.' §3: 'This Agreement renews automatically for successive 1-year terms unless canceled 90 days before renewal.'
```

**Output**

```
{
  "summary": "Vendor MSA with an asymmetric, very low liability cap plus a broad one-way customer indemnity (§11) and a 90-day auto-renewal trap (§3). Two HIGH issues — counsel review required.",
  "disposition": "counsel_review",
  "not_legal_advice": true,
  "findings": [
    {
      "clause": "§11 Liability & indemnity",
      "quote": "Vendor's total liability shall not exceed fees paid in the prior 3 months... Customer shall indemnify Vendor for all claims",
      "issue": "Caps Vendor's liability at ~3 months of fees while making Customer's indemnity unlimited and one-way — a significant, asymmetric risk shift versus the playbook (mutual indemnity, 12-month cap, carve-outs for breach/IP/confidentiality).",
      "severity": "HIGH",
      "fallback": "Make liability mutual with a cap of 12 months' fees; add standard carve-outs (confidentiality, IP infringement, gross negligence). Make indemnity mutual and scope it to third-party claims."
    },
    {
      "clause": "§3 Term & renewal",
      "quote": "renews automatically... unless canceled 90 days before renewal",
      "issue": "Auto-renewal with a 90-day notice window is a lock-in trap and exceeds the playbook's 30-day standard.",
      "severity": "MEDIUM",
      "fallback": "Reduce the non-renewal notice period to 30 days, or require affirmative renewal."
    }
  ],
  "missing_clauses": [],
  "escalate_to_counsel": { "needed": true, "reason": "Asymmetric uncapped customer indemnity and low vendor cap (§11)." }
}
```

**Note:** It catches two different problems in a 'clean-looking' MSA — an asymmetric liability/indemnity split and an auto-renewal trap — quotes each, explains the risk against the playbook, and proposes specific fallbacks. The HIGH finding forces counsel review.

## Looks fine, but a required DPA clause is MISSING → flag the gap

A SaaS agreement that processes personal data reads cleanly, but it lacks a data-processing clause the playbook requires. The agent flags the omission a clause-reader would miss.

**Input**

```
SaaS agreement covering a product that ingests customer personal data. Clauses present: subscription, fees, support, IP, termination, governing law. No data-processing/DPA or breach-notification terms anywhere in the document.
```

**Output**

```
{
  "summary": "SaaS agreement for a product that processes personal data, but it contains NO data-processing/DPA or breach-notification terms — a required-clause omission under the playbook. Present clauses are otherwise standard.",
  "disposition": "counsel_review",
  "not_legal_advice": true,
  "findings": [
    {
      "clause": "MISSING: Data Processing Addendum / privacy terms",
      "quote": "",
      "issue": "The product ingests personal data, but the agreement has no DPA, no security obligations, no subprocessor terms, and no breach-notification clause. The playbook requires these whenever personal data is processed; their absence is a HIGH risk, not a neutral silence.",
      "severity": "HIGH",
      "fallback": "Attach the company standard DPA: processing scope/purpose limitation, security measures, subprocessor controls, breach notification within 72 hours, and audit rights."
    }
  ],
  "missing_clauses": ["data_processing_addendum", "breach_notification", "security_measures", "subprocessors"],
  "escalate_to_counsel": { "needed": true, "reason": "Required data-protection clauses are entirely absent for a product that processes personal data." }
}
```

**Note:** The most valuable example: nothing in the contract is 'wrong,' so a naive clause-reader approves it. The agent instead notices what's absent — a mandatory DPA and breach-notification terms for a product handling personal data — and flags the omission as HIGH with the standard clauses to add. Catching gaps is where contract review really pays off.
