Know which clause isa deal-breaker before you sign.

Because a single clause can carry existential risk that an averaged score quietly buries. Two clauses are deal-breakers: uncapped liability and a full assignment of your pre-existing IP. Either one can transfer exposure that exceeds the entire value of the deal — so the gate forces DO NOT SIGN whenever one is present, no matter how clean the other five clauses are. A contract that scores in the 70s on everything else is still unsignable as written if its liability cap is missing. The gate exists precisely so the worst-case clause is the first thing you see, not something the average rounds away.

Liability and IP, then indemnification. Limitation of liability decides what you owe when something goes wrong — an uncapped or gutted cap means one dispute can exceed the whole deal. IP assignment decides what you walk away owning — 'in connection with' language can sweep your own pre-existing tools and templates into a full assignment. Those two carry the most weight and the deal-breaker flag. Indemnification is the next tier: a one-sided 'any and all claims' indemnity with no defense control is dangerous, but it scores down rather than hard-stopping. The gate weights the document so the clauses that decide the worst case dominate the day-to-day terms.

No. This is a triage tool that grades a contract's risk surface from your own reading — it helps you decide what to escalate and redline first. It does not interpret the contract, determine your legal rights or obligations, or replace review by a qualified attorney. The output is an operational decision (sign it, negotiate it, or don't sign it as written) plus the one clause to raise first, so you walk into the legal conversation already knowing where the risk is. Have counsel review any contract before you sign. Not legal advice.

One verdict per contract — SIGN, NEGOTIATE, or DO NOT SIGN — plus a single redline-first that names the clause to change before anything else. You mark six clause-risk areas (limitation of liability, IP assignment, indemnification, auto-renewal & termination, payment terms, scope clarity) on a 0–2 scale from your own reading. A structural gate hard-stops the two deal-breakers. A portfolio rollup grades a stack of contracts together as PORTFOLIO CLEAR, REDLINES NEEDED, or HARD STOPS. It ships a workbook, a runnable Python engine that reproduces the verdict offline, a reviewer playbook, a redline negotiation runbook, and a seven-contract worked sample.

You read it; the gate grades your marks. It is deliberately not an automatic contract reader — you (or your reviewer) mark each of the six clause areas based on what the document actually says, and the engine then applies the same weighting and the same deal-breaker gate every time, deterministically and offline. That keeps the judgment with a human and the consistency with the tool: anyone on your team running the same contract through it lands on the same verdict and the same redline-first, which is what makes it a repeatable standard rather than one person's gut call.

Different sides of the signature. This Risk Gate runs before you sign — it triages whether a contract or SOW is safe to sign as written and what to redline first. The Client-Onboarding Runway runs after you sign — it's the system for onboarding the client cleanly once the SOW is in place, without dropping the ball in the first 30 days. Order matters: clear the contract here, then run the engagement there. They're sequential, not substitutes.