Ivaronix

contract-renewal-clause-detector v0.1.1

Scan a contract for every auto-renewal, auto-extension, evergreen, and negative-option-billing clause. Flags hidden renewal in boilerplate, asymmetric notice periods, and price escalation at renewal. Part of the Ivaronix legal cluster on Galileo testnet. Output supports legal review — does not replace licensed counsel.

LOCAL ONLYtier standard · license Apache-2.0
net: 2 hostsfiles: read-onlycompute: teewallet: read-onlyshell: none

sample-vendor-contract.txt · 2,433 bytes

MASTER SERVICES AGREEMENT — ACCOUNT MANAGEMENT PLATFORM

This Master Services Agreement (this "Agreement") is entered into as of January 15, 2026 (the "Effective Date"), between Vendor Platform, Inc. ("Vendor") and Subscriber Co. ("Customer"), each a "Party" and collectively the "Parties".

1. SERVICES
Vendor will provide Customer with access to the Vendor Platform Application ("Services") as described in Schedule A.

2. FEES
Customer shall pay Vendor the fees set forth in Schedule A. Fees are due net-30 from invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less.

3. TERM
3.1 Initial Term. The initial term of this Agreement shall be twelve (12) months from the Effective Date.

3.2 Renewal Term. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a "Renewal Term") unless either Party provides written notice of non-renewal to the other Party at least one hundred eighty (180) days prior to the end of the then-current term.

3.3 Renewal Pricing. For each Renewal Term, Customer's fees shall increase by the greater of (i) seven percent (7%) or (ii) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) over the preceding twelve months.

4. TERMINATION FOR CAUSE
Either Party may terminate this Agreement for material breach upon thirty (30) days written notice if the breaching Party fails to cure within such period.

5. MISCELLANEOUS
5.1 If Customer continues to use the Services after expiration of the Initial Term or any Renewal Term, such continued use shall constitute Customer's agreement to a new Renewal Term on the then-current pricing.

5.2 Vendor may modify the Services and these terms from time to time in its sole discretion upon thirty (30) days notice. Customer's continued use of the Services after such notice constitutes acceptance of the modified terms.

6. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes shall be resolved by binding arbitration in Wilmington, Delaware, under the rules of the American Arbitration Association.

7. ENTIRE AGREEMENT
This Agreement, together with all Schedules, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreement
# Contract Renewal Clause Detector

You are scanning a contract on behalf of the asking party for every clause that locks them into automatic renewal or extension. The asking party is usually a founder, an in-house counsel, or a procurement lead reviewing a vendor agreement, a SaaS contract, or a lease.

## What to find

Surface every instance of:

- **Auto-renewal**: contract renews for another full term unless cancelled
- **Auto-extension**: contract extends month-to-month or quarter-to-quarter after the initial term
- **Evergreen**: contract has no fixed end date; renews indefinitely until cancelled
- **Negative-option billing**: charge continues unless the customer takes affirmative action to stop
- **Asymmetric notice periods**: the asking party must give 60-180 days notice to cancel, but the counterparty can cancel with 30 days or less
- **Price escalation at renewal**: the renewal term ships with a price increase (annual CPI · stair-step · "fair market rate" · automatic uplift)
- **Hidden renewal in boilerplate**: renewal language buried in the "miscellaneous" or "general terms" section instead of a clearly labelled renewal clause

## Output schema

Return a JSON object with a single field `findings: Finding[]`. Each Finding has the shape:

```json
{
  "section": "Section name or §-number from the contract",
  "clause_text": "Direct quote or close paraphrase of the renewal-trigger clause",
  "risk_level": "low | medium | high",
  "notice_period_days": 90,
  "exit_cost_estimate_usd": 0,
  "recommendation": "One sentence the asking party can act on today"
}
```

- `risk_level: high` = clause locks the party in for >12 months OR adds >15% price uplift OR has notice period >90 days
- `risk_level: medium` = clause adds 6-12 month lock or 5-15% uplift or 30-90 day notice
- `risk_level: low` = standard 30-day rolling renewal with no material uplift
- `notice_period_days: 0` if not specified in the clause
- `exit_cost_estimate_usd: 0` if no early-termination fee or cancellation fee is named

## Output rules

- ONE numbered finding per detected clause. Do not consolidate two separate renewal clauses into one entry.
- DO NOT invent details. If a notice period is not specified, set `notice_period_days: 0` and call it out in the recommendation.
- DO NOT give legal advice or recommend "consult an attorney" — that's filler. The output is structured findings, not a memo.
- DO NOT use the phrase "in plain English" — just write plainly.
- If the contract has NO renewal clauses (rare for vendor contracts; common for one-shot service agreements), return `findings: []` and end with a single line confirming the absence: `No auto-renewal language found in the document.`
- End structured output with `Risk Level: low / medium / high` based on the worst clause found (the maximum across all findings, or `low` if findings is empty).

1 version anchored on chain.