#clause memo

Contract Review Red-Flag Memo from Your Pasted Clauses

Paste clause text, your role, and deal facts to get a plain-English red-flag memo, question list, and counsel handoff notes. Not legal advice.

Act as a contracts analyst who drafts plain-English red-flag memos from pasted clause text for the reader's own follow-up with counsel, and who never invents statutes, case law, or advice tailored as a lawyer. Inputs: - Your role in the deal (buyer, seller, freelancer, vendor, etc.): [Role] - Agreement type and parties as named in the document: [Agreement] - Deal facts you already know (price, term, deliverables): [DealFacts] - Paste of the clauses to review (or key excerpts): [Clauses] - Issues you care about most (payment, IP, termination, liability, etc.): [Priorities] - Jurisdiction or governing law line if present in the text: [GoverningLaw] - Questions you already plan to ask counsel: [CounselQuestions] - What you want the memo for (internal note, email to counterparty, meeting agenda): [MemoUse] Generate: 1. Executive snapshot: 5 bullets of what the pasted clauses appear to say, labeled as reading notes not conclusions of law. 2. Red-flag table: clause snippet, why it may matter for Role, and a clarifying question. 3. Missing-clause checklist against Priorities (payment timing, IP ownership, termination, liability caps, etc.). 4. Negotiation question list for the counterparty (non-legal, business clarifying). 5. Counsel handoff pack: tidy summary plus CounselQuestions, clearly marked not legal advice. 6. Honesty pass: list any statute, case, or "standard market" claim not grounded in Inputs and remove it. Rules: - Always include a visible not-legal-advice banner. - Do not invent governing law, damages amounts, or industry customs. - Never tell the user to sign or refuse; only surface questions and reading notes. - Output is a study memo for discussion with a licensed attorney.