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MSA — Northwind Ltd. v3.1.pdf
OCR complete
Analysis ready
2.4 MB·24 pages·English · fr-FR clauses detected·SHA-256 · a1f0…9c2b
Risk score
High risk
72/ 100
2
High
2
Medium
1
Low
Clauses analysed
128
Across 24 pages
High-risk findings
2
2 medium · 1 low
Benchmark score
B+
vs. LexSphere EU SaaS baseline
Contract summary
Master Services Agreement · SaaS · 36-month term

This MSA governs a three-year SaaS engagement between Northwind Ltd. (Provider) and the Customer, with an annual contract value of € 1.2M. The document is structurally complete and aligned with EU commercial practice, but four material deviations from the LexSphere enterprise baseline require negotiation before signature.

The most significant risks concentrate in payment terms and liquidated damages. Termination and confidentiality survive at above-market lengths; data-protection language is broadly compliant with GDPR but the sub-processor objection remedy is thin.

Parties
Northwind Ltd. · Customer Inc.
Governing law
France · Paris exclusive jurisdiction
Term
36 months, auto-renewal 12m
Total value
€ 3.6M over term
Liability cap
12 months of fees
Payment
Net-60 (non-standard)
AI Recommendation
Negotiate before signature

Push back on the three high-risk clauses. Historical LexSphere data shows counterparties concede on Net-30 payment and 12-month liquidated damages cap in 82% of similar EU SaaS negotiations.

  • Counter-propose Net-30 with statutory late interest
  • Cap liquidated damages at 12 months of fees
  • Reduce termination-for-convenience notice to 90 days
  • Add 5-year confidentiality sunset (trade secrets carve-out)
Highlighted clauses
High Med Low OK
OCR Preview
Page 4 – 18
Scanned in 3.2s · 99.4% accuracy
Article 7 — Fees and Payment

7.1 Customer shall pay all undisputed invoices within sixty (60) days of receipt. 7.2 Overdue amounts shall bear interest at 1.5% per month, compounded monthly, until paid in full…

Article 11 — Term and Termination

11.1 The initial term of this Agreement shall be thirty-six (36) months. 11.2 Either party may terminate this Agreement for convenience upon one hundred eighty (180) days' prior written notice…

Article 14 — Confidentiality

14.1 The confidentiality obligations set forth herein shall survive termination of this Agreement in perpetuity. 14.2 Confidential Information shall be protected using no less than reasonable care…

Article 18 — Liquidated Damages

18.1 In the event of a material breach by Customer, Provider shall be entitled to liquidated damages equal to two hundred percent (200%) of the Annual Fees paid in the preceding twelve months…

Payment Terms · page 4
Net-60 payment window with no late-fee cap
High risk
"Customer shall pay all undisputed invoices within sixty (60) days of receipt. Overdue amounts shall bear interest at 1.5% per month, compounded, until paid in full."
AI Finding

Net-60 sits well outside the enterprise SaaS benchmark of Net-30. Uncapped compounded interest exposes the counterparty to unforeseeable liabilities and creates negotiation friction at renewal.

Recommendation

Reduce to Net-30, cap late interest at the statutory rate or 8% p.a., and add a 15-day cure period before interest accrues.

Confidence 96% · Cross-checked vs. 3 sources