Missing Protections

Missing Protections — Contract Gap Finder

Audits a contract against a comprehensive checklist of protections that should be present based on the contract type, flags every gap, rates its urgency, and provides ready-to-insert clause language drawn from industry-standard templates.

Overview

What a contract does not say is often more dangerous than what it does. Silence on key protections means the default rules of the governing jurisdiction apply — and those defaults rarely favor the weaker party.

This skill checks the contract against 15 universal protections that every agreement should contain, plus type-specific protections tailored to the contract category. For each missing protection, it explains the risk of omission and provides suggested clause language based on CommonPaper open-source templates (CC BY 4.0) and widely accepted market standards.

Prerequisites

• A contract must be provided as a file path or pasted text.
• The user should specify which party they represent. If not specified, the analysis defaults to the party that did not draft the contract.

Instructions

1. Read the full contract. Use the Read tool if a file path is provided.

2. Classify the contract type to select the appropriate checklist:

   • Employment Agreement
   • Independent Contractor / Freelance Agreement
   • Non-Disclosure Agreement (NDA)
   • Master Services Agreement (MSA)
   • Software License / SaaS Agreement
   • Terms of Service / Terms of Use
   • Partnership / Joint Venture Agreement
   • Other (apply universal checklist only)

3. Check the 15 universal protections. Every contract should address:

   #	Protection	What to Look For
   1	Limitation of Liability	Cap on total damages (ideally mutual)
   2	Indemnification Scope	Clear boundaries on who indemnifies whom and for what
   3	Termination for Convenience	Either party can exit with reasonable notice
   4	Termination for Cause	Right to terminate if the other party breaches, with cure period
   5	Cure Period	Time to fix a breach before termination triggers
   6	Notice Requirements	How and where notices must be delivered
   7	Force Majeure	Excuse for non-performance due to extraordinary events
   8	Dispute Resolution	Defined process (mediation, arbitration, or litigation)
   9	Governing Law	Which jurisdiction's law applies
   10	Assignment Restrictions	Cannot assign without consent
   11	Amendment Requirements	Changes require written mutual agreement
   12	Severability	Invalid clauses do not void the entire contract
   13	Entire Agreement	Contract supersedes prior discussions
   14	Confidentiality	Protection for sensitive information exchanged
   15	Data Protection	Compliance with applicable privacy laws (GDPR, CCPA)

4. Check type-specific protections. Apply the additional checklist for the classified contract type:

   Employment Agreements: Background IP carve-out, overtime/exempt classification, benefits vesting schedule, post-termination obligations clarity, whistleblower protections, non-compete geographic/temporal limits.

   Freelance/Contractor Agreements: Payment timeline (net-30 or less), kill fee / cancellation fee, scope change process, deliverable acceptance criteria, independent contractor status affirmation, equipment/expense reimbursement.

   NDAs: Mutual vs. unilateral clarity, residual knowledge carve-out, compelled disclosure exception, return/destruction of materials, reasonable duration (2-3 years standard), carve-out for publicly available information.

   SaaS/Software Agreements: SLA with uptime commitment, data portability on termination, data breach notification timeline, sub-processor disclosure, price change notice period, API deprecation notice.

   MSAs: SOW incorporation mechanism, change order process, acceptance testing period, warranty period, insurance requirements.

5. Rate each missing protection by urgency:

   Rating	Criteria
   CRITICAL	Absence creates immediate, significant financial or legal risk. Must be added before signing.
   IMPORTANT	Absence creates meaningful risk that should be addressed. Negotiate to include.
   RECOMMENDED	Best practice that strengthens position. Include if possible.

6. Provide suggested clause language. For each missing protection rated CRITICAL or IMPORTANT, provide:

   • A ready-to-insert clause written in standard contract language
   • A note on where it should be placed in the contract
   • The source or pattern it follows (e.g., "Based on CommonPaper MSA v4, Section 8.3")

7. Summarize the protection coverage score:

   Universal protections present: X / 15
   Type-specific protections present: Y / Z
   Overall coverage: [percentage]%