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Tool Gate · How it works

How the gate works

Inbound Contract & SOW Risk Gate

This tool grades an inbound contract or SOW against the deal-breaker clauses. It scores 6 weighted controls into a 0–100 number — then a gate that can only make the verdict worse.

The 6 weighted controls

01Limitation of liabilitydeal-breakerwt 24
02IP assignment / ownershipwt 22
03Indemnification scopewt 18
04Auto-renewal & terminationwt 16
05Payment termswt 12
06Scope & deliverable claritywt 8
SIGN
score 85+
NEGOTIATE
score 55+
DO NOT SIGN
below floor
Deal-breaker gate · worsen-only

Uncapped liability or a full pre-existing-IP assignment is existential, uncapped exposure — it forces DO NOT SIGN regardless of the score. Narrow either and the same contract releases.

76/100
DO NOT SIGN

Why: Every other clause is clean, but liability is uncapped — a deal-breaker — so the contract reads DO NOT SIGN even though the six-clause math lands at 76 (NEGOTIATE if the cap were merely partial).

Fix firstLimitation of liability — cap it before anything else. An uncapped clause is existential exposure no other clause offsets.

A high score didn’t save it. The score is context; the gate is the answer — and it names the one thing to fix first. Grades the document's risk surface from your marks, not your legal rights. Not legal advice.