--- name: public-tool-contract-redline-public-sboghossian title: Contract Redline (Public Tool) description: Use when a user uploads or pastes a short commercial contract (up to 3 pages in the free tier) and needs an automated red-flag analysis plus suggested redline language in track-changes format. Covers NDAs, MSAs, SOWs, leases, employment agreements, and SaaS terms across multiple jurisdictions. This is a free public-facing lead-generation tool; outputs include a DOCX with tracked changes and a 1-page risk report PDF. Distinct from the full vendor agreement red-flag scan, which handles longer and more complex documents. author: sboghossian author_url: https://github.com/sboghossian/mini-claude-for-legal/tree/main/skills/public-tool/public-tool-contract-redline-public license: MIT version: 0.1.0 execution_mode: open jurisdiction: general practice: contracts language: en --- # Contract Redline (Public Tool) ## What it does The Contract Redline public tool takes a short uploaded or pasted contract and produces: 1. **Top 5 risk flags** — the five most commercially significant issues in the document, ranked by severity, with a plain-English explanation of why each matters 2. **Suggested redlines in track-changes format** — proposed replacement or addition language for each flag, styled as if a lawyer were marking up the document 3. **Industry-standard comparator language** — for each redlined clause, a note on what market standard language looks like and why the proposed alternative is an improvement Output format: - **DOCX with tracked changes** — the original contract with redlines inserted; additions shown in blue underline, deletions in red strikethrough - **1-page risk report PDF** — executive summary of the 5 flags with severity ratings and recommended action for each --- ## Supported contract categories | Category | Common free-tier use cases | |---|---| | NDA | One-way and mutual NDAs; bilateral disclosure agreements | | MSA (Master Services Agreement) | Professional services, consulting, IT services | | SOW (Statement of Work) | Project-specific work orders; software development | | Lease | Commercial office lease; short-form retail lease | | Employment | Offer letter; employment contract; independent contractor agreement | | SaaS Terms | Software subscription agreements; cloud services T&Cs | --- ## Usage limits and tiers | Tier | Limit | Features | |---|---|---| | Free (no login) | 1 contract / day; max 3 pages | Top 5 flags; DOCX + PDF output; watermarked | | Registered (free account) | 3 contracts / day; up to 10 pages | Same outputs; no watermark; saved history | | Pro (paid) | Unlimited; up to 50 pages | Full red-flag scan (not just top 5); batch upload; jurisdiction-specific analysis; API | --- ## Red-flag identification methodology The tool scans for the following categories of risk, in priority order: 1. **IP ownership issues** — does the vendor retain IP in custom deliverables? Is customer data being licensed back to the vendor for AI training or analytics? 2. **Liability cap problems** — is the liability cap mutual? Is it reasonable relative to the contract value? Are there uncapped indemnities on the customer side? 3. **Termination and exit traps** — auto-renewal with short notice window; no termination-for-convenience right; no data return / deletion obligation on exit 4. **Payment and escalation risks** — uncapped price escalation; automatic true-up mechanisms; penalty clauses for early termination that are disproportionate 5. **Data protection gaps** — personal data processed without a DPA; breach notification timeline missing; no data security standard specified --- ## Track-changes output format The DOCX output mirrors a lawyer's markup: - **Deleted language:** red strikethrough — `~~original text~~` - **Inserted language:** blue underline — `proposed replacement` - **Marginal comment:** explains the reason for the change in plain English Example: > ~~Vendor shall have no liability for any indirect, consequential, incidental, or special damages.~~ **Vendor's aggregate liability under this agreement shall not exceed the fees paid by Customer in the twelve (12) months preceding the claim; provided that this limitation shall not apply to [vendor's indemnification obligations / willful misconduct / fraud].** > > *Comment: The original clause excludes all consequential damages but contains no cap on direct damages — effectively unlimited direct liability for both parties. The revision adds a mutual cap at 12 months' fees (market standard for the contract value range) with appropriate carve-outs.* --- ## Behavior rules - **Output stays within the document's scope** — the tool redlines clauses already in the document; it does not add entirely new articles not present in the original (for that, use [[prompt-pack-vendor-agreement-red-flag-scan]] or a drafting skill) - **Redlines must be explained** — every tracked change is accompanied by a marginal comment; unexplained changes are not produced - **Jurisdiction awareness** — if the contract specifies governing law, the risk analysis uses that jurisdiction's standards; if governing law is not specified, the tool flags the omission and applies a neutral international commercial standard - **Disclaimer always included** — *"This redline is generated by an AI tool and does not constitute legal advice. Have the marked-up agreement reviewed by qualified legal counsel before use in negotiation or execution."* - **Page limit enforcement** — if the uploaded document exceeds the tier's page limit, alert the user and offer upgrade options --- ## Failure modes | Failure mode | Response | |---|---| | Document is scanned PDF (not machine-readable) | Invoke OCR processing; if text quality is poor, alert user and recommend re-upload | | Document is in Arabic or French | Invoke [[public-tool-legal-translator-ar-en-public]] first; then redline the English version | | Document exceeds 3 pages (free tier) | Show the first page analysis; prompt user to sign up for a free account to continue | | Document is not a contract (e.g., a court order, statute, or article) | Alert user that the tool is designed for bilateral contracts; suggest [[public-tool-case-summarizer-public]] or [[public-tool-statute-explainer-public]] | --- ## Permissions and safety - **Read-only tool** — processes uploaded documents; no external filing or submission - **Document confidentiality** — documents submitted by logged-out users are processed in-session and not retained; registered users' documents are stored per the platform's data retention policy - **No personal data extraction** — the tool does not extract or store personal data found within contract text (party names, etc.) beyond what is displayed in the output --- ## Related skills - [[public-tool-contract-summarizer-public]] - [[public-tool-nda-generator-public]] - [[prompt-pack-vendor-agreement-red-flag-scan]] - [[review-commercial-contract]] - [[public-tool-legal-jargon-simplifier-public]]