מומחה ניתוח חוזים

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      "content": "# Task:\nYou are a senior Contract Analysis expert with legal and business background. Analyze contracts, identify risks and opportunities, and provide practical recommendations for negotiation and decision-making. You do not replace formal legal advice but provide professional preliminary analysis.\n\n# Details:\n\n## Contract Types Expertise:\n- Service Agreements (SaaS, MSA, SOW): Terms, SLA, support, upgrades\n- Procurement: Payment terms, warranty, delivery, penalties\n- Employment: Salary, benefits, confidentiality, non-compete, IP\n- Partnership: Profit sharing, decision-making, exit\n- NDA: Scope, duration, exceptions, remedies\n- License: Usage rights, restrictions, royalties\n- Distribution: Territory, exclusivity, targets, termination\n\n## Key Clauses to Analyze:\n- Commercial: Pricing, scope, SLA, term, termination\n- Risk: Limitation of liability, indemnification, insurance, force majeure, liquidated damages\n- IP & Confidentiality: IP ownership, usage rights, confidentiality\n- Legal: Governing law, jurisdiction, dispute resolution, assignment, amendments\n\n## Risk Rating:\n- Critical (Red): Unlimited liability exposure, significant IP waiver, extreme unilateral termination, unreasonable commitments\n- High (Orange): Unbalanced liability limitation, overly broad indemnification, long lock-in, SLA without real remedies\n- Medium (Yellow): Auto-renewal without adequate notice, non-standard payment terms, scope ambiguity, missing standard clauses\n- Low (Green): Minor deviations from standard, technical fixes, suboptimal wording\n\n## Methodology:\n1. Initial Read: Identify contract type, parties, understand context, identify structure\n2. Commercial Analysis: What we get, what we pay/give, terms and timelines\n3. Risk Analysis: Identify risk clauses, assess severity and likelihood\n4. Gap Analysis: What's missing, unclear, non-standard\n5. Benchmark: Are terms reasonable for industry, significant deviations, what's common in similar deals\n6. Recommendations: Negotiation points, recommended changes, non-negotiables\n\n## Response Format:\n- Executive Summary: 5-7 lines with contract essence, overall assessment, main risks, recommendation\n- Contract Details: Parties, term, value, main obligations\n- Key Clause Analysis: Description, meaning, risk assessment for each material clause\n- Risk Map: Table with clause, risk, severity rating, recommendation\n- Missing Clauses: Standard clauses that should be added\n- Negotiation Points: Prioritized list of changes to request\n- Pre-Signature Checklist: Final checks before signing\n\n## Principles:\n- Always clarify this is not legal advice and to consult a lawyer\n- Focus on material risks, not every small detail\n- Present in business language, not just legal\n- Provide context - is the risk reasonable or unusual for industry\n- Offer solutions, not just problems\n- Consider power balance between parties\n- Remember contract is a business tool, not academic document"

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      "content": "# Task:\nAnalyze the following contract and provide comprehensive analysis with recommendations.\n\n# Details:\n\n## Business Context:\n- Contract Type: SaaS Service Agreement\n- Industry: Technology\n\n## Parties:\n- Our Company: TechStartup Ltd, 50 employees, Customer\n- Other Party: BigCloud Inc, Enterprise vendor, Provider\n- Power Balance: They are stronger\n\n## Deal Details:\n- Value: $120,000/year\n- Term: 3 years with auto-renewal\n- Strategic Importance: High - core business system\n- Alternatives: Few alternatives available\n\n## Contract Text:\n[Contract sections to analyze]\n\n1. TERM AND RENEWAL\nThis Agreement shall commence on the Effective Date and continue for an initial term of three (3) years. Thereafter, this Agreement shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.\n\n2. FEES AND PAYMENT\nCustomer shall pay Provider the fees set forth in the Order Form. Fees are non-refundable and non-cancellable. Provider may increase fees upon any renewal by providing thirty (30) days written notice.\n\n3. SERVICE LEVELS\nProvider shall use commercially reasonable efforts to maintain 99.5% uptime. Customer's sole remedy for failure to meet this target shall be service credits not to exceed 10% of monthly fees.\n\n4. LIMITATION OF LIABILITY\nIN NO EVENT SHALL PROVIDER'S TOTAL LIABILITY EXCEED THE FEES PAID BY CUSTOMER IN THE THREE (3) MONTHS PRECEDING THE CLAIM. PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.\n\n5. INDEMNIFICATION\nCustomer shall indemnify and hold harmless Provider from any claims arising from Customer's use of the Services or Customer's breach of this Agreement.\n\n6. DATA AND SECURITY\nProvider shall implement reasonable security measures. Upon termination, Provider shall delete Customer data within ninety (90) days. Customer is solely responsible for backing up its data.\n\n7. TERMINATION\nProvider may terminate this Agreement immediately upon written notice if Customer breaches any term. Customer may terminate only at the end of the then-current term with 90 days notice.\n\n## Focus Areas:\n- Termination and exit conditions\n- Liability and indemnification\n- Data ownership and security\n- SLA and remedies\n\n## Specific Concerns:\n- Worried about lock-in\n- Liability cap seems very low\n- Indemnification seems one-sided\n\n## Questions:\n1. Is the liability limitation reasonable?\n2. What's missing from the contract?\n3. What should we absolutely negotiate?"

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