How the gate works
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
No monetary liability cap, or a full assignment of identified pre-existing intellectual property, is treated by this instrument as a high-severity risk-allocation issue requiring counsel review. It forces ESCALATE TO COUNSEL regardless of the score. Narrowing the gate-triggering clause clears the counsel-escalation gate. The final result then follows the contract’s score-derived band.
Why: Every other clause is clean, but liability is uncapped — a deal-breaker — so the contract reads ESCALATE TO COUNSEL even though the six-clause math lands at 76 (the NEGOTIATE / REVIEW band on the score alone).
The score alone reads NEGOTIATE / REVIEW; the gate made it worse. The score is context; the gate is the answer — and where something is short, the priority control row names it. Grades the document's risk surface from your marks, not your legal rights. Not legal advice.