Contract Review reads a contract you upload, paste, or link and runs an 11-step review pipeline for Philippine law: it pulls the applicable statutes, checks whether the contract is even valid, analyses every clause across 16 categories, runs a 20-flag red-flag scan with a legal basis for each, drafts a redline for every issue, and sorts the fixes into a Tier 1–3 negotiation roadmap. You get a risk-rated findings report, a redlined DOCX with Track Changes, and a structured JSON.
What Contract Review is
Most "AI contract" tools summarise a document or answer questions about it. Contract Review does something narrower and more useful: it reviews a contract the way a Philippine lawyer would — starting from whether the agreement is legally valid at all, then working down to the specific clauses, and ending with a redline and a negotiation plan you can act on. It is built for Philippine law: its checks are anchored in the Civil Code, the Revised Corporation Code, the Labor Code, the Data Privacy Act, and the other statutes that actually govern a Philippine contract.
One honest framing up front: Contract Review is a review assistant, not legal advice. It surfaces, prioritizes, and drafts; a licensed attorney owns the final judgment and the signed contract. Its own output carries that reminder, and so does this article.
Giving it a contract
Three input modes, so the contract reaches the tool however it arrives — upload a file (.pdf, .docx, .txt, up to 20 MB), paste the text, or point it at a URL.
Two optional settings sharpen the review. Client Position tells the tool which side you are on (first or second party), so it reads the contract from your client's risk perspective rather than neutrally. Focus Areas lets you name the clauses you care about most — for example, "termination, liability, data handling" — so the review weights them.
The eleven steps
Behind the single "Start Review" click is an eleven-step pipeline, shown live on a progress timeline. The first steps gather the law; the middle steps judge the contract; the last steps produce the deliverables.
- Read. Parse the uploaded file into clean, clause-segmented text — so a lease is read as a set of numbered clauses, not a wall of words.
- Identify. Infer the contract type and parties, and apply your Client Position and Focus Areas — whose risk to weigh, and what to prioritize.
- Search. Search the Intellegal Philippine-law database for the statutes and rules that govern this contract type.
- Shortlist. Rank and shortlist the most relevant laws, discarding what does not apply.
- Provisions. Retrieve the specific governing provisions — the exact articles and sections — to measure each clause against.
- Validity. Run the Art. 1318 three-element check (consent, object, cause) and the formal requirements (notarization under Art. 1358, the Statute of Frauds, e-signature under R.A. 8792), plus structural-integrity checks for blanks and inconsistencies. A contract that fails here can be void however well its clauses read.
- Clauses. Read every clause against the 16 categories and 80+ checkpoints, rating each Must Fix / Should Fix / Optional — and noting the protections that are absent entirely.
- Risks. Run the 20-point red-flag scan (10 Philippine-specific + 10 universal), each tied to a legal basis.
- Redline. Draft replacement language for every Must Fix and Should Fix item, with rationale, legal basis, priority, and a fallback.
- Strategy. Sort the fixes into a Tier 1 / Tier 2 / Tier 3 negotiation roadmap with a concession map.
- Report. Assemble the findings report and a redlined DOCX with Track Changes (and a structured JSON).
The 16 clause categories
The Clauses step reads the contract against these sixteen categories. Each carries its own checkpoints; a few of the Philippine-law anchors are noted.
| # | Category | What it weighs |
|---|---|---|
| 1 | Parties & conditions | Names, registration, signatory authority, conditions precedent |
| 2 | Subject matter & performance | Scope of work, specs, acceptance, delivery, change management |
| 3 | Price & payment | Currency, schedule, VAT & withholding tax, late fees, documentary stamp tax |
| 4 | Representations & warranties | Authority, no-litigation, title, information accuracy, survival, disclaimers |
| 5 | Breach & remedies | Material-breach definition, notice/cure, penalties (Art. 1229), rescission (Art. 1191) |
| 6 | Limitation of liability | Cap, structure, mutuality, carve-outs; Art. 1170 — fraud/gross negligence cannot be waived |
| 7 | Indemnification | Mutuality, triggers, caps, procedure, duty to mitigate, relation to the liability cap |
| 8 | Confidentiality & data privacy | NDA term, R.A. 10173 compliance, DPA, breach notice, cross-border transfer |
| 9 | Intellectual property | Pre-existing vs developed IP, licence scope, open source, feedback, moral rights |
| 10 | Term / renewal / termination | Auto-renewal, termination for convenience or cause, post-termination effects, survival |
| 11 | Dispute resolution | Governing law, escalation, arbitration vs litigation, venue, language priority |
| 12 | Non-compete | Scope, duration, territory, consideration, enforceability, non-solicitation |
| 13 | Insurance | Coverage, minimum limits, proof, maintenance period |
| 14 | Assignment & change of control | Consent, change-of-control triggers, affiliate carve-outs |
| 15 | Force majeure | Existence, event scope (incl. pandemic), notice, mitigation, termination right |
| 16 | Boilerplate | Severability, entire agreement (→ Parol Evidence Rule), notices, amendment, waiver |
The 20-flag red-flag library
The Risks step runs a fixed, coded library of twenty red flags — ten specific to Philippine law and ten universal. Coding them means each is a deliberate check with a legal basis, not an ad-hoc observation.
Philippine-specific (PH-1 … PH-10)
| # | Red flag | Legal basis |
|---|---|---|
| PH-1 | No board authorization / Secretary's Certificate | Revised Corporation Code |
| PH-2 | Vague subject matter ("assistance services," "related support") | Art. 1318, Civil Code |
| PH-3 | Tax not specified — VAT/withholding unclear | NIRC |
| PH-4 | Unilateral modification right ("Party B may adjust the price at any time") | Art. 1308, Civil Code |
| PH-5 | Auto-renewal with no exit mechanism | General contract rules |
| PH-6 | Liability cap too low, or full waiver | Art. 1170/1171, Civil Code |
| PH-7 | Penalty greater than ~50% of contract value | Art. 1229, Civil Code |
| PH-8 | Cross-border governing-law / seat / language conflict | Multi-jurisdiction |
| PH-9 | Real-estate contract not notarized / not registered | Art. 1358, P.D. 1529 |
| PH-10 | Personal data handled without an R.A. 10173 framework | R.A. 10173 |
Universal (U-1 … U-10)
| # | Red flag | Risk |
|---|---|---|
| U-1 | No limitation-of-liability clause | Unlimited financial exposure |
| U-2 | Broad IP assignment capturing pre-existing IP | Loss of core assets |
| U-3 | Unilateral termination (only the counterparty may exit) | Asymmetric lock-in |
| U-4 | One-way indemnification | One side bears the risk |
| U-5 | Broad waiver of legal rights | Loss of statutory protection |
| U-6 | Perpetual confidentiality (no end date) | Indefinite obligation |
| U-7 | Unfavourable venue + mandatory arbitration | High dispute-resolution cost |
| U-8 | No force-majeure clause | No relief for extraordinary events |
| U-9 | Subjective acceptance ("to the client's satisfaction") | Never-ending obligation |
| U-10 | No change-management process | Scope creep with no price adjustment |
What the report looks like
When the pipeline finishes, the report opens on a single screen you can read top-down. A header states the contract type and a validity read — each of the three Art. 1318 elements marked pass or caution, plus formal requirements. Below it, four counts triage the whole document: Must Fix, Should Fix, Optional, and Missing. Then an Executive Summary, and the findings grouped by severity.
Every redline carries its working
Open any Must Fix or Should Fix finding and it expands into a complete redline — enough to drop straight into a negotiation: the issue, the original language quoted, a revision shown as a tracked change (the old text struck through, the new text in bold), the legal basis, a priority, and a fallback if the counterparty pushes back.
| Field | What it gives you |
|---|---|
| Issue | Plain statement of what's wrong |
| Original | The exact original text, quoted |
| Revision | The replacement as a tracked change — strike-through old, bold new |
| Legal basis | The specific provision (e.g. Art. 1308, Civil Code) |
| Priority | must-have / should-have / nice-to-have |
| Fallback | The alternative if the counterparty rejects the edit |
It flags what's missing, too
A contract's biggest risk is often a clause that isn't there. Contract Review checks for absent protections as deliberately as it checks the ones present, and lists them under Missing with a recommended clause to add. In the lease run, it flagged seven: representations & warranties, limitation of liability, indemnification, force majeure, dispute resolution, data-privacy compliance, and boilerplate — and drafted standard language for each.
The negotiation roadmap
The findings are then organised the way you actually negotiate them. Fixes are sorted into three tiers, and a concession map shows what you can trade:
- Tier 1 — must-have (deal-breakers). Validity problems, mandatory-law violations, uncapped liability, a missing data-processing agreement. Not resolved, not signed.
- Tier 2 — should-have. Mutual representations, indemnification mutuality, dispute resolution, boilerplate — real room to negotiate.
- Tier 3 — concession candidates. Preferred venue, notice periods, definitional tweaks — things you can give up to win a Tier 2.
A worked example: a residential lease
The run captured above is a one-page residential Contract of Lease, reviewed from the Lessee's side. The overall read: 4 Must Fix, 8 Should Fix, 2 Optional, and 7 Missing clauses, with the validity check cautioning on consent, cause, and formal requirements — the contract leaves party details and amounts blank, which undercuts the certainty Art. 1318 requires.
The headline Must Fix was a self-help repossession clause — it let the lessor seize the tenant's property to offset arrears "without the need of judicial action." The redline replaced it with a lawful remedy (demand, then judicial action; no seizure except by writ of execution), citing Art. 1308 (a contract cannot let one party take the law into its own hands), Art. 32 (deprivation of property without due process), and Rule 70 of the Rules of Court (ejectment requires a court order), with a fallback to delete the clause entirely. The negotiation roadmap then led with the deal-breakers — remove the self-help clauses, add the missing limitation of liability and data-privacy clauses — exactly the order you'd raise them on a call.
What you get back
Three artifacts come out of the run:
- A risk-rated findings report — the validity read, the Must/Should/Optional/Missing triage, an Executive Summary, the findings with their redlines, the Sections Without Issues, and the negotiation roadmap.
- A revised draft as a DOCX with Track Changes — one click on Download DOCX. Open it in Word, see every proposed edit as a tracked change, and accept or reject each one.
- A structured JSON for downstream tooling — with discrete sections for the three-element check, formal requirements, structural checks, the 16-category clause analysis, the red flags, the redline document, and the negotiation strategy.
Being honest about the limits
Two points matter for anyone relying on a review. First, the legal bases the tool cites are the provisions it checks against — they make a finding auditable, not infallible; a licensed attorney confirms each one before you rely on the contract. Second, the scope is Philippine law, and the output is a review assistant's work product, not legal advice. The value is that the draft arrives already triaged: the risky clauses marked, the missing ones named, each with a proposed fix and a citation, so the reviewing attorney spends time deciding rather than reading from scratch.
Why this matters, by reader
In-house and BPO legal teams. The bottleneck is the queue, not the hard judgment call. A validity-first review with a redlined DOCX and a tiered negotiation plan compresses the first pass on the seventieth substantially similar vendor agreement — and the missing-clause detection catches what a tired reviewer skims past.
Solo practitioners and small firms. The 20-flag library and the legal-basis citations put a structured, Philippine-specific checklist behind every review, and the redline language drops straight into the markup you were going to build anyway.
Procurement and founders. The Tier 1–3 roadmap turns a contract you don't fully understand into a short list of what to push back on and what to trade — before it goes to counsel, not instead of counsel.
Related reading
- Contract Review — the shorter overview of what the feature does and what you get.
- Obligations & Contracts — the Civil Code framework every clause is read against.
- Deep Synthesis — for the research question behind a clause, with traceable sources.
FAQ
What does Contract Review check first?
Validity, before clauses — after reading the contract and pulling the applicable law, an Art. 1318 three-element check (consent, object, cause) and a formal-requirements check (notarization under Art. 1358, the Statute of Frauds, e-signature under R.A. 8792). A contract that fails these can be void however well its clauses read.
How does it rate each clause?
Must Fix (material risk or against mandatory law — escalate), Should Fix (outside standard but negotiable — a redline is generated), or Optional (acceptable). Absent clauses are listed separately as Missing. The ratings are triage, not a substitute for an attorney's judgment.
Does it cite a legal basis for its findings?
Yes — every red flag and redline references a specific Philippine provision (for example Art. 1308 for a one-sided self-help remedy, Art. 1229 for a reducible penalty, R.A. 10173 for personal data). The references are what the engine checks against; a licensed attorney confirms them.
Does it catch clauses that are missing?
Yes. It detects absent protections — no limitation of liability, no force majeure, no dispute resolution, no representations and warranties, no data-privacy clause — and proposes standard clause language to add, with a priority and a legal basis.
What does the redline contain?
Per Must Fix / Should Fix item: the issue, the original language, a revision shown as a tracked change (strike-through old, bold new), the legal basis, a priority, and a fallback — delivered as a DOCX with Track Changes, plus a structured JSON.
Does it replace a lawyer?
No. It is a review assistant, not legal advice, and does not create an attorney-client relationship. It triages, drafts redlines, and maps a negotiation; a licensed attorney remains responsible for the final review and any contract relied upon.