Contract Intelligence OS
Find what they
don't want you
to notice.
Every clause translated into financial consequence. Built for the people signing — before it's too late to negotiate.
⌘↵ to analyze
Analytical insights only — not legal or financial advice
Who are you in this deal?
3 free analyses remaining
Go unlimited →
// What DealSignal analyzes
Financial Consequence
FLAGSHIP
Every clause translated into dollar impact. Risk score, financial exposure, negotiation playbook — automatically.
→ Runs on every analysis
Red Team Mode
EXCLUSIVE
Simulates the other side's attorney. Exposes their traps, buried clauses, and negotiating strategy.
→ Run after your first analysis
Obligation Graph
UNIQUE
Maps every commitment into a financial timeline. Renewal traps, missed deadlines, exit constraints.
→ Run after your first analysis
Market Benchmark
INTELLIGENCE
Where do your terms sit vs. PE-backed middle market norms? Your opening line for negotiation.
→ Run after your first analysis
Covenant Intelligence
ENTERPRISE
Maps every covenant, basket, and lender consent requirement. Know your cushion before the bank calls.
→ For credit agreements & PE docs
Reading your contract...
LIVE EXAMPLE
This is what DealSignal found in a real vendor contract — paste yours above to get your own analysis.
◈ Financial Consequence
📄 Master Services Agreement — Software Vendor
// Bottom Line
This contract traps you for 36 months with no exit, hands the vendor your IP, and makes you pay their legal bills when they screw up. Walk away or negotiate all three before signing.
🚨 What Actually Matters
01
Termination penalty — 36-month lock-in
Exit after 6 months and you still owe the full contract value. Could be $500K–$2M+ depending on deal size.
02
You paid for it — they own it
All custom development remains vendor property. You lose it the moment you terminate. Enterprise value hit.
03
You indemnify their mistakes
Vendor's negligence becomes your legal bill. Uncapped exposure with no performance threshold.
// Walk Away
Predatory structure — negotiate all three before signing
Termination penalty, IP forfeiture, and one-sided indemnification create compounding Tier 1 exposure. No single fix is sufficient — all three must move before this is signable.
91
risk /100
Total Exposure
$500k–$5m
Probability: 75%
Annual Impact
$2M+ drag
Working Capital
$1M+ locked
Summary
Full contract value at risk on early exit. Zero recourse for non-performance.
Risk Flags · Evidence5 found · 3 high
Termination Penalty Tier 1 – Financial Risk
Probability: 80%
Must pay full 36-month contract value even if vendor fails to perform
$2m–$5m
Relevant language
"Early termination by Client shall require payment of all remaining fees through the end of the then-current term"
💡 Creates massive financial liability with zero vendor performance requirements attached
If signed as-is: Could owe millions in termination fees even if vendor fails to deliver
Suggested redline
Either party may terminate with 30 days written notice. Termination fees apply only to convenience termination, not termination for cause.
IP Ownership Forfeiture Tier 1 – Financial Risk
Probability: 100%
Client loses all custom work product paid for — vendor keeps and can resell it
$1m–$3m
Relevant language
"All work product, deliverables, and custom developments shall be and remain the sole property of Vendor"
💡 You fund the development, they own the asset. They can resell your custom work to your competitors.
If signed as-is: Enterprise value destroyed — can't sell a company built on IP you don't own
Suggested redline
Client owns all custom developments. Vendor retains rights to pre-existing IP and general methodologies only.
One-Sided Indemnification Tier 1 – Legal Risk
Probability: 60%
Client must defend and pay for vendor's own negligence — uncapped exposure
$500k–$2m
Relevant language
"Client shall indemnify, defend, and hold harmless Vendor from any and all claims, including Vendor's own negligence"
💡 Standard practice is mutual indemnification. Each party covers their own negligent acts.
If signed as-is: May pay millions in legal defense costs even when vendor is entirely at fault
Suggested redline
Mutual indemnification. Each party indemnifies the other for their own negligent acts and willful misconduct only.
Negotiation Playbook — In Priority Order3 moves
1
IP Ownership $2M protected
"Client owns all custom developments and receives a perpetual, irrevocable license to all deliverables upon payment"
2
Termination Rights $1M+ saved
"Either party may terminate for convenience with 30 days written notice. No termination fees apply to termination for cause."
3
Mutual Indemnification $500K risk eliminated
"Each party shall indemnify the other for claims arising from their own negligent acts or willful misconduct."