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app.legalredline.com / contracts / acme-2026-014 / smith-msa-v4Live review
SMITH & CO. MSA · v.4 · 47 clausesvs. SaaS Vendor v.2026.2

Master Services Agreement

Acme Ltd. ⇄ Smith & Co.
§ 3This Agreement shall commence on the Effective Date and continue for an initial term of twelve (12) months.
§ 7.4Except as set forth in Section 7.1 (IP Indemnity), Vendor’s aggregate liability under any and all indemnities indemnities for IP, breach of confidentiality, breach of data protection, and gross negligence shall be subject to the limitations in Section 8.
§ 8.2The aggregate liability shall not exceed fees paid in the twelve (12) months two (2) times the fees paid in the twenty-four (24) months preceding the claim.
§ 9Each party shall maintain confidentiality of all Confidential Information for a period of five (5) years.
Claude found 4 issues · 6 sec
!
§ 7.4 · IndemnificationMissing 3 of 4 carve-outs from your playbook.
High
!
§ 8.2 · Liability cap12mo fees — your floor is 24mo × 2×.
High
!
§ 3.1 · Auto-renewal4.7% escalator. Ceiling: 3%.
Med
!
§ 14 · InsuranceCyber sub-limit $1M. Floor: $5M.
Med
60s
Avg. first review
24 rules
Per starter playbook
£400/hr
Avoided
1-click
Word round-trip
01 · Review

Every clause, checked against your standards.

Upload a contract. Claude reads all 47 clauses, compares each one to your playbook, and shows you exactly what’s off — with the redline already drafted.

  • Plain-English findings. Not “§7.4 deviates” — “vendor wants you to absorb costs you wouldn’t normally.”
  • Risk-ranked. High, medium, low. Stop reading at the first green.
  • Redline ready. Tracked changes you can paste into Word, or send back to counterparty.
Smith & Co. MSA / § 7.4Live
SECTION 7 · INDEMNIFICATIONp. 8 of 14

§ 7.4Except as set forth in Section 7.1 (IP Indemnity), Vendor’s aggregate liability under any and all indemnities indemnities for IP, breach of confidentiality, breach of data protection, and any liability arising from gross negligence or willful misconduct shall be subject to the limitations in Section 8 (Limitation of Liability).

§ 7.5The party seeking indemnification shall promptly notify the indemnifying party of any claim covered by this Section.

§ 7.6The indemnifying party shall have sole control over the defense and settlement of any such claim, provided that no settlement shall be entered without the indemnified party’s prior written consent.

Off-policy · HighYour SaaS Vendor playbook needs four carve-outs. Smith only carves out IP. Suggested redline matches Atlas v.5 §7.4.Accepted on first pass at Northwind.
02 · Playbook

Your team’s house rules, written once.

For every clause type, set three positions: what you ask for first, what you’ll accept under pressure, and what you’ll never sign. Claude does the matching.

  • Three positions per rule. Ideal · Fallback · Walk away. Like a real lawyer, only consistent.
  • Plain-English topics. “How long we’ll wait to be paid.” “How much we’ll absorb if something goes wrong.”
  • Test before publishing. Run new rules on real contracts and see exactly what would change.
Playbook · 003 · § 7

Indemnification — who pays if someone gets sued

IdealSign as-is
Each party covers the other only for IP infringement claims. Total payout capped at fees paid in past 12 months.
FallbackPing the GC
Cover IP plus confidentiality breaches. Cap at fees in past 12 months.
Walk awayNever sign
Uncapped indemnity, or coverage extending to consequential damages, lost profits, or regulatory fines.
03 · Track

Nothing slips. Ever.

Once signed, every obligation, renewal, and notice window lives in one place. We extract them automatically. We remind you before they bite.

  • Auto-extracted obligations. Notice periods, deliverables, audit rights — pulled from the document.
  • Renewal countdowns. 90 / 60 / 30-day alerts before auto-renewals lock in price hikes.
  • Owned by humans. Every obligation has a single accountable owner — no “we thought finance had this.”
OBLIGATIONS · 34 activeThis week
Overdue · 2
OBL-104−3d
SOC 2 evidence packet to Smith
OBL-091−1d
30-day opt-out · Quark CRM
This week · 5
OBL-117Tue
Monthly SLA report — Hexa
OBL-118Wed
Tx-volume report — Pico
OBL-119Thu
Sub-processor list — Hexa
Upcoming · 12
OBL-12514 May
Annual security audit
OBL-12717 May
Insurance renewal cert
Done · 24
OBL-115✓ 24 Apr
Q1 tx-volume report
OBL-110✓ 18 Apr
Renewal opt-out · Quark
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