Now in Private Beta
The AI Associate for high-stakes legal work.
Lawyer-grade issues lists. Surgical redlines. Your playbook, every contract.
Built for the way lawyers actually think.
Structured Issues Lists
Every review produces a diagnostic checklist—risk, severity, citations—not just highlights or comments.
Data security standards must be specified and include breach notification
The agreement includes a standard confidentiality regime in Section 7 and certain operational support obligations in the maintenance section, but it never actually sets out a data security program or breach notification commitment. The confidentiality clause defines "Confidential Information" broadly and restricts use and disclosure, and the warranty section confirms the absence of malicious code and conformance to documentation. However, there is no obligation to comply with any recognized security framework (such as ISO 27001 or NIST), no requirement to encrypt data at rest and in transit, and no incident or breach notification provision specifying when and how Counterparty must notify Party of an actual or suspected security incident affecting Party's data.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Warranty disclaimer must be limited to non‑material breach and exclude consequential damages
The warranty and limitation of liability framework is materially unbalanced and does not follow the contemplated structure of a limited warranty coupled with a clear exclusion of consequential damages and a repair/replace remedy cap. Section 8.A grants broad, ongoing performance and non‑malicious‑code warranties in favor of Counterparty without any materiality qualifier or temporal limitation, and the associated remedy language (repair/modify, replacement, or termination with refund) is not expressly stated to be the sole and exclusive remedy for warranty breaches. At the same time, Section 11 limits liability and excludes indirect, incidental, special, and consequential damages only for Party (Spacers), leaving Licensor's (Counterparty's) liability uncapped and fully exposed to consequential and similar categories of damages.8.A General. Licensor represents and warrants that (i) Licensor is legally authorized to grant the rights granted herein, (ii) the Software and any upgrades, enhancements, improvements, Updates, New Releases or Versions, or modifications thereto that Licensor delivers to Spacers will at all times perform substantially in accordance with current published specifications, including the latest release of Software,during the term of this Agreement perform in all material respects in accordance with current published specifications, including the latest release of Software, (iii) the Software will operate successfullyin all material respects in its operating platform and in accordance with the applicable user Documentation.
Support service levels must be clearly defined with response times and exclusions
The support and maintenance section sets out a reasonably detailed severity-based framework, but it does not operate as a clear, metrics-driven SLA in several material respects. Section 4.A describes "Maintenance" as including 24x7 telephone support (excluding national holidays) and ongoing releases, but it does not define the scope or exclusions of support (for example, whether issues caused by third‑party software, customer misuse, or unsupported environments are covered), and it leaves "normal business hours" undefined. Section 4.B introduces four severity levels and, for Severity 1, requires Licensor to initiate a remedy "immediately" and sustain a 24x7 effort until a workaround or resolution is achieved.4.A General. Unless otherwise agreed in writing by the parties, Software maintenance ("Maintenance") as defined by this Agreement shall include (i) any and all New Releases, Updates or Versions and corresponding Documentation made available to Licensor's customer base; (ii) Telephone support with qualified personnel knowledgeable in the Software 24 hours a day, 7 days a week (national holidays excepted), in the form of advice and counsel on the use and maintenance of the Software; and(iii) support for the two releases prior to the most recent New Release; and (iv) error correction and support services in accordance with the Service and Severity Levels set forth in Section 4.B. Maintenance shall not apply to (A) issues caused by Spacers' misuse of the Software in violation of the Documentation, (B) modifications to the Software not made or authorized in writing by Licensor, (C) use of the Software with hardware, software or other technology not meeting Licensor's published minimum requirements, or (D) failures of third-party software, networks or equipment not provided or controlled by Licensor.
Sanctions screening must be mandatory for all parties and transactions
The license and remote access provisions, including Section 2.B's limitation to locations "where direct sales or export of the Software is not prohibited by the U.S. Government," do not establish any mandatory sanctions-screening regime for either party. There is no obligation on Party or Counterparty to screen all parties and transactions against OFAC, UN, EU, or other applicable sanctions lists prior to any access, use, or transfer of the software, nor any express requirement to suspend or terminate dealings if a sanctioned person or prohibited transaction is identified.15.F Export Compliance. The Software, Documentation and any related technical data (collectively, the "Export-Controlled Items") may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730 et seq.) (the "EAR"), the International Traffic in Arms Regulations (22 C.F.R. Parts 120 et seq.) ("ITAR"), and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (collectively, "Export Laws"). Spacers shall comply at all times with all Export Laws in connection with its access to and use of the Export-Controlled Items.
Confidentiality obligations must survive termination for at least three years
Section 7 establishes confidentiality obligations for a broad category of "Confidential Information," but Section 7.C expressly provides a three‑year post‑termination survival only for confidentiality obligations relating to the Software and accompanying Documentation, and the general survival language in Section 15.D merely states that provisions that are "by their nature" intended to survive will do so without specifying any duration. As a result, there is no clear, stated requirement that confidentiality obligations for all other Confidential Information survive for at least three years after termination.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Termination for convenience must include cure period and transition assistance
Section 10.A gives Counterparty (Spacers) a broad unilateral right to terminate all or part of the licenses, or the Agreement in its entirety, "with or without cause" on thirty (30) days' notice, without any associated cure mechanism or exit assistance in favor of Party as licensor. The cure construct in Sections 10.B–10.C is expressly tied to termination for Default and does not constrain the convenience termination right in Section 10.A, so Party has no opportunity to cure or otherwise mitigate the impact of a convenience termination.10.A Termination for Convenience. With or without cause, Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, upon providing Licensor thirty (30) days' notice.Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, for convenience upon providing Licensor at least sixty (60) days' prior written notice. Any such termination for convenience shall not relieve Spacers of its obligation to pay all fees accrued and payable through the effective date of termination, which shall be prorated, as applicable, for any partially completed billing period. During such notice period and for a reasonable transition period not to exceed ninety (90) days following the effective date of termination (the "Transition Period"), Licensor shall cooperate in good faith to provide commercially reasonable transition assistance reasonably requested by Spacers.
Liability cap must be expressed as a multiple of fees and exclude indirect damages
Section 11 limits only Spacers' liability, capping its aggregate exposure to the charges it has paid to Licensor for the relevant software and excluding indirect, incidental, special, consequential, and lost‑profits damages. This structure fails our required standard in two respects. First, the cap is effectively a 1x "amount paid" cap and is not expressed as a multiple of fees. Second, the limitation is one‑sided: Spacers benefits from both the monetary cap and the exclusion of indirect and similar damages, while Licensor's liability appears uncapped.11.A LIMITATION. THE ENTIRE LIABILITY OF Spacers FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED THE CHARGES PAID BY SPACERS TO LICENSOR FOR THE SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CAUSE OF ACTION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, DATA OR BUSINESS INTERRUPTION. EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY SPACERS TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
License grant must expressly retain licensor ownership of underlying IP
The license grant and related provisions define the "Software" as products developed or owned by the licensor and grant the customer a broad, perpetual, worldwide, non-exclusive, non-transferable right to use that Software. However, nowhere in these sections is there an express statement that all right, title, and interest in the Software and any associated intellectual property remain with the licensor, nor any explicit reservation of ownership in the underlying IP when source code is released.1.J Software shall mean the software products, developed or owned by Licensor or in the case of third party software, legally acquired by Licensor with authority to grant the rights granted hereunder, and licensed to Spacers for use in accordance with the provisions of this Agreement. For the avoidance of doubt, Spacers acquires only a license to use the Software as set forth in this Agreement and does not acquire any ownership interest in the Software or any related intellectual property rights.
Data security standards must be specified and include breach notification
The agreement includes a standard confidentiality regime in Section 7 and certain operational support obligations in the maintenance section, but it never actually sets out a data security program or breach notification commitment. The confidentiality clause defines "Confidential Information" broadly and restricts use and disclosure, and the warranty section confirms the absence of malicious code and conformance to documentation. However, there is no obligation to comply with any recognized security framework (such as ISO 27001 or NIST), no requirement to encrypt data at rest and in transit, and no incident or breach notification provision specifying when and how Counterparty must notify Party of an actual or suspected security incident affecting Party's data.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Warranty disclaimer must be limited to non‑material breach and exclude consequential damages
The warranty and limitation of liability framework is materially unbalanced and does not follow the contemplated structure of a limited warranty coupled with a clear exclusion of consequential damages and a repair/replace remedy cap. Section 8.A grants broad, ongoing performance and non‑malicious‑code warranties in favor of Counterparty without any materiality qualifier or temporal limitation, and the associated remedy language (repair/modify, replacement, or termination with refund) is not expressly stated to be the sole and exclusive remedy for warranty breaches. At the same time, Section 11 limits liability and excludes indirect, incidental, special, and consequential damages only for Party (Spacers), leaving Licensor's (Counterparty's) liability uncapped and fully exposed to consequential and similar categories of damages.8.A General. Licensor represents and warrants that (i) Licensor is legally authorized to grant the rights granted herein, (ii) the Software and any upgrades, enhancements, improvements, Updates, New Releases or Versions, or modifications thereto that Licensor delivers to Spacers will at all times perform substantially in accordance with current published specifications, including the latest release of Software,during the term of this Agreement perform in all material respects in accordance with current published specifications, including the latest release of Software, (iii) the Software will operate successfullyin all material respects in its operating platform and in accordance with the applicable user Documentation.
Support service levels must be clearly defined with response times and exclusions
The support and maintenance section sets out a reasonably detailed severity-based framework, but it does not operate as a clear, metrics-driven SLA in several material respects. Section 4.A describes "Maintenance" as including 24x7 telephone support (excluding national holidays) and ongoing releases, but it does not define the scope or exclusions of support (for example, whether issues caused by third‑party software, customer misuse, or unsupported environments are covered), and it leaves "normal business hours" undefined. Section 4.B introduces four severity levels and, for Severity 1, requires Licensor to initiate a remedy "immediately" and sustain a 24x7 effort until a workaround or resolution is achieved.4.A General. Unless otherwise agreed in writing by the parties, Software maintenance ("Maintenance") as defined by this Agreement shall include (i) any and all New Releases, Updates or Versions and corresponding Documentation made available to Licensor's customer base; (ii) Telephone support with qualified personnel knowledgeable in the Software 24 hours a day, 7 days a week (national holidays excepted), in the form of advice and counsel on the use and maintenance of the Software; and(iii) support for the two releases prior to the most recent New Release; and (iv) error correction and support services in accordance with the Service and Severity Levels set forth in Section 4.B. Maintenance shall not apply to (A) issues caused by Spacers' misuse of the Software in violation of the Documentation, (B) modifications to the Software not made or authorized in writing by Licensor, (C) use of the Software with hardware, software or other technology not meeting Licensor's published minimum requirements, or (D) failures of third-party software, networks or equipment not provided or controlled by Licensor.
Sanctions screening must be mandatory for all parties and transactions
The license and remote access provisions, including Section 2.B's limitation to locations "where direct sales or export of the Software is not prohibited by the U.S. Government," do not establish any mandatory sanctions-screening regime for either party. There is no obligation on Party or Counterparty to screen all parties and transactions against OFAC, UN, EU, or other applicable sanctions lists prior to any access, use, or transfer of the software, nor any express requirement to suspend or terminate dealings if a sanctioned person or prohibited transaction is identified.15.F Export Compliance. The Software, Documentation and any related technical data (collectively, the "Export-Controlled Items") may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730 et seq.) (the "EAR"), the International Traffic in Arms Regulations (22 C.F.R. Parts 120 et seq.) ("ITAR"), and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (collectively, "Export Laws"). Spacers shall comply at all times with all Export Laws in connection with its access to and use of the Export-Controlled Items.
Confidentiality obligations must survive termination for at least three years
Section 7 establishes confidentiality obligations for a broad category of "Confidential Information," but Section 7.C expressly provides a three‑year post‑termination survival only for confidentiality obligations relating to the Software and accompanying Documentation, and the general survival language in Section 15.D merely states that provisions that are "by their nature" intended to survive will do so without specifying any duration. As a result, there is no clear, stated requirement that confidentiality obligations for all other Confidential Information survive for at least three years after termination.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Termination for convenience must include cure period and transition assistance
Section 10.A gives Counterparty (Spacers) a broad unilateral right to terminate all or part of the licenses, or the Agreement in its entirety, "with or without cause" on thirty (30) days' notice, without any associated cure mechanism or exit assistance in favor of Party as licensor. The cure construct in Sections 10.B–10.C is expressly tied to termination for Default and does not constrain the convenience termination right in Section 10.A, so Party has no opportunity to cure or otherwise mitigate the impact of a convenience termination.10.A Termination for Convenience. With or without cause, Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, upon providing Licensor thirty (30) days' notice.Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, for convenience upon providing Licensor at least sixty (60) days' prior written notice. Any such termination for convenience shall not relieve Spacers of its obligation to pay all fees accrued and payable through the effective date of termination, which shall be prorated, as applicable, for any partially completed billing period. During such notice period and for a reasonable transition period not to exceed ninety (90) days following the effective date of termination (the "Transition Period"), Licensor shall cooperate in good faith to provide commercially reasonable transition assistance reasonably requested by Spacers.
Liability cap must be expressed as a multiple of fees and exclude indirect damages
Section 11 limits only Spacers' liability, capping its aggregate exposure to the charges it has paid to Licensor for the relevant software and excluding indirect, incidental, special, consequential, and lost‑profits damages. This structure fails our required standard in two respects. First, the cap is effectively a 1x "amount paid" cap and is not expressed as a multiple of fees. Second, the limitation is one‑sided: Spacers benefits from both the monetary cap and the exclusion of indirect and similar damages, while Licensor's liability appears uncapped.11.A LIMITATION. THE ENTIRE LIABILITY OF Spacers FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED THE CHARGES PAID BY SPACERS TO LICENSOR FOR THE SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CAUSE OF ACTION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, DATA OR BUSINESS INTERRUPTION. EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY SPACERS TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
License grant must expressly retain licensor ownership of underlying IP
The license grant and related provisions define the "Software" as products developed or owned by the licensor and grant the customer a broad, perpetual, worldwide, non-exclusive, non-transferable right to use that Software. However, nowhere in these sections is there an express statement that all right, title, and interest in the Software and any associated intellectual property remain with the licensor, nor any explicit reservation of ownership in the underlying IP when source code is released.1.J Software shall mean the software products, developed or owned by Licensor or in the case of third party software, legally acquired by Licensor with authority to grant the rights granted hereunder, and licensed to Spacers for use in accordance with the provisions of this Agreement. For the avoidance of doubt, Spacers acquires only a license to use the Software as set forth in this Agreement and does not acquire any ownership interest in the Software or any related intellectual property rights.
Data security standards must be specified and include breach notification
The agreement includes a standard confidentiality regime in Section 7 and certain operational support obligations in the maintenance section, but it never actually sets out a data security program or breach notification commitment. The confidentiality clause defines "Confidential Information" broadly and restricts use and disclosure, and the warranty section confirms the absence of malicious code and conformance to documentation. However, there is no obligation to comply with any recognized security framework (such as ISO 27001 or NIST), no requirement to encrypt data at rest and in transit, and no incident or breach notification provision specifying when and how Counterparty must notify Party of an actual or suspected security incident affecting Party's data.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Warranty disclaimer must be limited to non‑material breach and exclude consequential damages
The warranty and limitation of liability framework is materially unbalanced and does not follow the contemplated structure of a limited warranty coupled with a clear exclusion of consequential damages and a repair/replace remedy cap. Section 8.A grants broad, ongoing performance and non‑malicious‑code warranties in favor of Counterparty without any materiality qualifier or temporal limitation, and the associated remedy language (repair/modify, replacement, or termination with refund) is not expressly stated to be the sole and exclusive remedy for warranty breaches. At the same time, Section 11 limits liability and excludes indirect, incidental, special, and consequential damages only for Party (Spacers), leaving Licensor's (Counterparty's) liability uncapped and fully exposed to consequential and similar categories of damages.8.A General. Licensor represents and warrants that (i) Licensor is legally authorized to grant the rights granted herein, (ii) the Software and any upgrades, enhancements, improvements, Updates, New Releases or Versions, or modifications thereto that Licensor delivers to Spacers will at all times perform substantially in accordance with current published specifications, including the latest release of Software,during the term of this Agreement perform in all material respects in accordance with current published specifications, including the latest release of Software, (iii) the Software will operate successfullyin all material respects in its operating platform and in accordance with the applicable user Documentation.
Support service levels must be clearly defined with response times and exclusions
The support and maintenance section sets out a reasonably detailed severity-based framework, but it does not operate as a clear, metrics-driven SLA in several material respects. Section 4.A describes "Maintenance" as including 24x7 telephone support (excluding national holidays) and ongoing releases, but it does not define the scope or exclusions of support (for example, whether issues caused by third‑party software, customer misuse, or unsupported environments are covered), and it leaves "normal business hours" undefined. Section 4.B introduces four severity levels and, for Severity 1, requires Licensor to initiate a remedy "immediately" and sustain a 24x7 effort until a workaround or resolution is achieved.4.A General. Unless otherwise agreed in writing by the parties, Software maintenance ("Maintenance") as defined by this Agreement shall include (i) any and all New Releases, Updates or Versions and corresponding Documentation made available to Licensor's customer base; (ii) Telephone support with qualified personnel knowledgeable in the Software 24 hours a day, 7 days a week (national holidays excepted), in the form of advice and counsel on the use and maintenance of the Software; and(iii) support for the two releases prior to the most recent New Release; and (iv) error correction and support services in accordance with the Service and Severity Levels set forth in Section 4.B. Maintenance shall not apply to (A) issues caused by Spacers' misuse of the Software in violation of the Documentation, (B) modifications to the Software not made or authorized in writing by Licensor, (C) use of the Software with hardware, software or other technology not meeting Licensor's published minimum requirements, or (D) failures of third-party software, networks or equipment not provided or controlled by Licensor.
Sanctions screening must be mandatory for all parties and transactions
The license and remote access provisions, including Section 2.B's limitation to locations "where direct sales or export of the Software is not prohibited by the U.S. Government," do not establish any mandatory sanctions-screening regime for either party. There is no obligation on Party or Counterparty to screen all parties and transactions against OFAC, UN, EU, or other applicable sanctions lists prior to any access, use, or transfer of the software, nor any express requirement to suspend or terminate dealings if a sanctioned person or prohibited transaction is identified.15.F Export Compliance. The Software, Documentation and any related technical data (collectively, the "Export-Controlled Items") may be subject to U.S. and other applicable export control and economic sanctions laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730 et seq.) (the "EAR"), the International Traffic in Arms Regulations (22 C.F.R. Parts 120 et seq.) ("ITAR"), and regulations administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC") (collectively, "Export Laws"). Spacers shall comply at all times with all Export Laws in connection with its access to and use of the Export-Controlled Items.
Confidentiality obligations must survive termination for at least three years
Section 7 establishes confidentiality obligations for a broad category of "Confidential Information," but Section 7.C expressly provides a three‑year post‑termination survival only for confidentiality obligations relating to the Software and accompanying Documentation, and the general survival language in Section 15.D merely states that provisions that are "by their nature" intended to survive will do so without specifying any duration. As a result, there is no clear, stated requirement that confidentiality obligations for all other Confidential Information survive for at least three years after termination.7.C Term of Confidentiality. The parties' obligations of confidentiality regarding any Software and accompanying Documentation shall terminate three (3) years after the termination of this Agreement.Survival of Confidentiality Obligations. The parties' obligations of confidentiality regarding all Confidential Information (including, without limitation, any Software and accompanying Documentation) shall survive any expiration or termination of this Agreement for a period of not less than three (3) years thereafter; provided, however, that with respect to any trade secrets or personal data, such obligations shall continue for so long as such information remains a trade secret or personal data under applicable law.
Termination for convenience must include cure period and transition assistance
Section 10.A gives Counterparty (Spacers) a broad unilateral right to terminate all or part of the licenses, or the Agreement in its entirety, "with or without cause" on thirty (30) days' notice, without any associated cure mechanism or exit assistance in favor of Party as licensor. The cure construct in Sections 10.B–10.C is expressly tied to termination for Default and does not constrain the convenience termination right in Section 10.A, so Party has no opportunity to cure or otherwise mitigate the impact of a convenience termination.10.A Termination for Convenience. With or without cause, Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, upon providing Licensor thirty (30) days' notice.Spacers may terminate all or a portion of its licenses, or this Agreement in its entirety, for convenience upon providing Licensor at least sixty (60) days' prior written notice. Any such termination for convenience shall not relieve Spacers of its obligation to pay all fees accrued and payable through the effective date of termination, which shall be prorated, as applicable, for any partially completed billing period. During such notice period and for a reasonable transition period not to exceed ninety (90) days following the effective date of termination (the "Transition Period"), Licensor shall cooperate in good faith to provide commercially reasonable transition assistance reasonably requested by Spacers.
Liability cap must be expressed as a multiple of fees and exclude indirect damages
Section 11 limits only Spacers' liability, capping its aggregate exposure to the charges it has paid to Licensor for the relevant software and excluding indirect, incidental, special, consequential, and lost‑profits damages. This structure fails our required standard in two respects. First, the cap is effectively a 1x "amount paid" cap and is not expressed as a multiple of fees. Second, the limitation is one‑sided: Spacers benefits from both the monetary cap and the exclusion of indirect and similar damages, while Licensor's liability appears uncapped.11.A LIMITATION. THE ENTIRE LIABILITY OF Spacers FOR DAMAGES FROM ANY CAUSE RELATED TO OR ARISING UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, WILL NOT EXCEED THE CHARGES PAID BY SPACERS TO LICENSOR FOR THE SOFTWARE WHICH IS THE SUBJECT MATTER OF THE CAUSE OF ACTION.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, DATA OR BUSINESS INTERRUPTION. EACH PARTY'S AGGREGATE LIABILITY WILL NOT EXCEED AN AMOUNT EQUAL TO THREE (3) TIMES THE TOTAL FEES PAID OR PAYABLE BY SPACERS TO LICENSOR DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
License grant must expressly retain licensor ownership of underlying IP
The license grant and related provisions define the "Software" as products developed or owned by the licensor and grant the customer a broad, perpetual, worldwide, non-exclusive, non-transferable right to use that Software. However, nowhere in these sections is there an express statement that all right, title, and interest in the Software and any associated intellectual property remain with the licensor, nor any explicit reservation of ownership in the underlying IP when source code is released.1.J Software shall mean the software products, developed or owned by Licensor or in the case of third party software, legally acquired by Licensor with authority to grant the rights granted hereunder, and licensed to Spacers for use in accordance with the provisions of this Agreement. For the avoidance of doubt, Spacers acquires only a license to use the Software as set forth in this Agreement and does not acquire any ownership interest in the Software or any related intellectual property rights.
Editable Playbooks
Define rules once. Leela injects them into every review with preferred language and fallbacks.
Traceable Reasoning
Every issue links back to the clause it came from. Every edit explains why.
Production-Ready Output
Export clean Word redlines and issue summaries—ready for client delivery.
180s
Avg. review time
100%
Word-compatible output
0
Data used for training
One Platform, Three Superpowers
Leela streamlines everything from intake to redlines—helping you spend less time on process, more time on judgment.
Upload
Drop contracts into your workspace. Leela extracts parties, dates, and clause structure automatically.
Analyze
Leela reviews against your playbook, surfacing risks and deviations with full clause citations.
Redline
Generate surgical edits with your preferred language—deletions, insertions, and fallback positions.
Contract Intelligence
Leela summarises, extracts key metadata, parties, dates, and the entire structure of your contract in minutes.
- Parties
- Key values
- Definitions
- Cross-references
- Obligations
Workspace
0 documents Drop contracts here
Create Playbooks in minutes
Clean, simple and powerful, we help in-house counsel create and customize lawyer-grade playbooks in minutes.
- Bootstrap in minutes
- Tabular interface
- Lawyer-grade
- In-place editable
Creating playbook...
| # | Concept | Rule | Preferred | Avoid |
|---|---|---|---|---|
| 1 | Price protection, discounts, and cost predictability | Scan pricing and change-in-price clauses for references to 'Supplier's then-current price list' without percentage caps, notice periods, or audit rights. | Price Adjustment requires 15 days' notice with no floor or ceiling on percentage change. | "The price shall be Supplier's then‑current price list." – Grants unilateral authority to change prices. |
| 2 | Supply continuity and volume commitments | Check forecasting clauses for 'binding', 'firm', or 'shall purchase' language tied to rolling forecasts without explicit minimums. | Forecast treated as firm order with ±5% variance allowed; 30-day cancellation notice. | "No minimum purchase commitment shall be implied by any forecast" – No enforceable volume guarantees. |
| 3 | Product specifications and acceptance rights | Flag 'deemed accepted upon delivery' or very short windows (5–10 days) for rejection. Buyer needs latent defect protection. | 30-day Inspection Period with cure, replace, or refund options; warranties survive. | "Buyer may reject within 5 days, after which acceptance is automatic." – Unreasonably short. |
Start a Review in Seconds
Select your role, pick a playbook, and hit start. Leela handles the rest—parsing, analyzing, and generating edits.
- Role-based review
- Playbook selection
- Real-time progress
- Instant results
Review complete
Diagnosis Before Edits
Leela analyzes the contract first. You see a structured list of issues—anchored, categorized, prioritized—before any changes.
Creating issues...
#
Issue
Description
Clauses
1
Automatic termination upon breach must specify notice and cure
Section 10.B and 10.C establish a default regime requiring notice and a 30-day cure period, but Section 10.C(ii) carves out 'incurable' defaults where no cure period applies. This conflicts with standard risk allocation requiring all breach-based termination to include minimum cure periods.
Section 10.B DefaultSection 10.C Remedy
2
Termination for convenience must include transition assistance
Section 10.A grants Counterparty broad termination rights on only 30 days' notice without any structured transition support. Standard practice requires at least 60-day notice and express transition assistance obligations including data export/return and migration cooperation.
Section 10.A Termination
3
License scope must be expressly defined and limited
Section 2.A grants perpetual, worldwide, non-exclusive rights without field-of-use restrictions. The license extends to Affiliates, subcontractors, and Clients without compensating limitations. This exceeds standard risk allocation for license scope.
Section 2.A GrantSection 2.B Remote Access
Surgical Redlines
Leela generates precise edits anchored to each issue. Deletions, insertions, and fallback positions—all traceable.
- Issue-linked edits
- Fallback positions
- Track changes
- One-click accept/reject
Section 5.2
Any forecasts or annual usage figures provided hereunder are “best judgment” figures
which are subject to change as business conditions change and are not to be construed
as a commitment. Supplier shall rely upon such figures at its own risk.
Section 5.3
Notwithstanding any provision herein or any other verbal or written requirements or
provisions, Customer shall not be obligated to any specific dollar expenditure.
Section 6.1
Upon the Effective Date, and on or before thirty (30) days thereafter during the Term,
SpaceX shall make reasonable efforts to cause the CMs to provide Supplier with a
rolling twelve (12) month forecast of Products.
Section 6.2
Customer shall provide Supplier with Purchase Orders for Products, which shall create
a binding obligation to purchase such Products within the applicable Lead Time.
Section 6.3
Supplier may reasonably rely upon the rolling forecast provided by Customer for
capacity planning and inventory procurement purposes.
Section 6.4
Customer shall promptly notify Supplier of any material changes to its forecast.
Section 6.5
Purchase Orders may not be cancelled once accepted by Supplier.
Section 6.6
Supplier shall reserve capacity for Customer based on Purchase Orders issued.
Precision Editing, Full Control
Every change is surgical, traceable, and reversible. Safer than Word processors.
8.A General. Licensor represents and warrants that (i) Licensor is legally authorized to grant the rights granted herein, (ii) the Software and any upgrades, enhancements, improvements, Updates, New Releases or Versions, or modifications thereto that Licensor delivers to Spacers will at all times perform substantially in accordance with current published specifications, including the latest release of Software, (iii) the Software will operate successfully in its operating platform and in accordance with the applicable user Documentation; and (iv) no portion of the Software will contain at the time of delivery any "time bomb," "Trojan horse," "worm," "drop dead device," "virus" or other routine, device or undisclosed feature designed to (i) disable, damage, or erase the Software or data, or perform any other similar actions that would preclude full use of the Software by Spacers.
Track Changes
See every deletion, insertion, and modification.
Editing Mode
Reviewing v2 draft of v1. Rejected 0, accepted 0,
7 remaining.
1 of 7
Review Changes
Accept or reject individually or in bulk.
v3 — Final Review
2 min ago
v2 — AI Redlines
15 min ago
v1 — Original
1 hour ago
Version History
Automatic versioning. Revert at any point.
