contract-risk-checklist

Run the contract through the 12-area risk checklist covering liability, indemnification, termination, payment, IP, confidentiality, warranties, remedies, assignment, governing law, force majeure, and data protection. Each finding cites the governing clause, and a missing clause counts as a finding rather than a pass.

The checklist applies to NDAs, MSAs, SaaS agreements, services and consulting agreements, licenses, vendor terms, and order forms. It works for spotting issues, assessing drafts, and marking up a counterparty's paper.

Common red flags include carve-outs that swallow the liability cap, indemnities triggered by any breach, evergreen auto-renewal with short opt-out windows, unilateral price escalation, perpetual licenses to customer data, and consent-to-assignment clauses that block M&A.

The red-flag patterns are US commercial-market reference points, not legal standards. Jurisdiction-sensitive findings such as non-competes, liquidated damages, and class waivers must be qualified against the matter's jurisdiction pack before being presented.

The references/cuad-taxonomy.md file maps CUAD's 41 clause categories onto the 12 checklist areas, providing canonical clause vocabulary for classification. CUAD lacks categories for indemnification scope, confidentiality, force majeure, and data protection, which the checklist covers independently.