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Contract review · flag clauses against you

Have the model link related clauses together and flag combined risks unfavorable to your side.

Disclaimer: The content shown on this page is generated by an AI model and is for reference only. It does not constitute any guarantee of effectiveness. Actual output and Credits consumption are subject to "Usage Details" in the console.
Before signing, you want AI to go over the contract first and flag what's unfavorable to you. The real pitfalls are rarely a single outrageous clause—they're clauses that each look normal on their own but combine to trap you: definitions, body, and annexes cross-reference one another and circle around to leave you hollowed out. So the key is to have it link related clauses together. Call chain: qwen3.8-max (long text + deep thinking) · a SaaS procurement contract (about 6,800 words, 11 body clauses + 4 annexes, including definitions and cross-references) · have it stand on Party A's side, flag clauses unfavorable to us one by one, point out related clauses, and give ready-to-negotiate revisions. One-sentence output: As soon as Party B sends a "Go-Live Notice," Party A has already paid 90% before acceptance—recommend changing payment to 10/30/30/30, with cumulative payment before acceptance capped at 70%—expand for the review opinions and revisions.

Steps: Force it to find combined problems

Send the full contract text along with the following instruction to qwen3.8-max:
I am the legal assistant for Party A (the buyer). The SaaS procurement contract below was drafted by Party B, and I need to raise revision suggestions at the review meeting. Please do a thorough review.
1. A list of clauses unfavorable to our side (ordered by risk from high to low). Each entry must include:
1. The clause numbers involved (may be more than one—many risks only arise when several clauses combine; be sure to point out related clauses together)
2. What actual consequence these clauses produce in combination (explain clearly how Party B can exploit it)
3. Risk level: High / Medium / Low
4. How our side should revise (provide specific wording that can be taken directly to negotiation; don't just say "suggest revision")
2. Clauses missing from the contract but that should be present
3. Mind the annexes (especially whether there is conflict or hollowing-out between annexes and the main contract)
4. Which three to raise first at the review meeting, and why
Requirements: cited clause numbers must match the original; do not fabricate legal statutes or judicial interpretations; cite law only when certain,
otherwise argue from the standpoint of commercial reasonableness; explicitly write "uncertain" where uncertain; only state real problems, do not pad the list.
Full contract: [paste contract + annexes]
## 1. Combined go-live, acceptance, and payment milestones may leave Party A having paid most of the funds and lost the right to object before acceptance

Clause numbers involved: 1.3, 1.4, 3.4, 3.5, 3.6, 4.3 (b), 4.3 (c)

Combined consequence:
- 1.3 defines "go-live" as the day Party B "sends Party A a Go-Live Notice," without requiring Party A to confirm the system truly
  meets go-live conditions;
- 4.3 stipulates 60% payable on go-live and 30% already paid on signing—as soon as Party B issues the go-live notice, Party A
  may have already paid 90% of the contract total before acceptance;
- 3.4 further stipulates that if Party A does not raise written objection within five working days, it is deemed to have passed acceptance;
- 3.6 further stipulates that actual use before acceptance also counts as acceptance passed;
- Result: even if the system still has defects, Party A has already paid most of the funds, with only 10% tail retained,
  drastically weakening negotiation leverage.

Risk level: High

How our side should revise (ready to take to negotiation):
> 1.3 revised to: "go-live" means Party B completes deployment and, after Party A's written confirmation that go-live conditions are met and both parties sign
>   a "Go-Live Confirmation," that day; Party B's unilateral issuance of a "Go-Live Notice" does not constitute go-live.
> 3.4 revised to: Party A shall accept and provide written feedback within fifteen working days of receiving the complete deliverables and acceptance request;
>   if no feedback, Party B shall issue a written reminder, and Party A is deemed to have passed acceptance only if still no feedback within ten working days after the reminder.
> 4.3 payment revised to 10/30/30/30: 10% on signing, 30% after go-live confirmation, 30% after acceptance,
>   30% after warranty expiry (cumulative payment before acceptance not to exceed 70%, retaining 10-20% tail).

—— The above is item 1; the report lists 18 such clause analyses in total + 7 missing clauses + "which three to raise first at the review meeting."

【Two things it also got right】
· The SLA clause it proactively converted into money: "5% compensation on an annual fee of ¥480,000 works out to ≈ ¥2,000 per month, and is the sole remedy" —
  one sentence exposes the SLA as effectively toothless
· The Annex 4 clause it flagged: the annex states "in case of conflict with the main contract, this agreement prevails," yet it loosens data sub-entrustment —
  using one annex to bypass the main contract's data protection

Notes

  • Consumption: This playbook involves long text + deep thinking (qwen3.8-max, streaming). A 6,800-word contract enters the context, producing a roughly 20,000-word review report. Contract tasks involve a lot of thinking (it repeatedly cross-compares relationships between clauses), so they take noticeably longer than ordinary Q&A; the input includes the full contract text, so mind sensitive information in commercial contracts.
  • Boundaries (must read): AI contract review does not constitute legal advice and cannot replace a lawyer. What it's good at is "systematically listing what's unfavorable to you and exposing the links between clauses," making it suitable for self-check and prep before negotiation; whether to sign and how to characterize it still requires a professional lawyer's judgment.
  • Fictional material: The material here is a fictional contract (the file is marked "test fictional sample"), not a real contract. When using it to review real contracts, note that the contract text will be sent to the server; handle confidential commercial contracts with care.
  • Prompt essentials: The prompt line "do not fabricate legal statutes; if uncertain, say uncertain" must be kept—this is the key to suppressing legal hallucination, and in testing it did hold.
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