Contract Risk Flag Memo — the 10 items we read before you sign.
This redacted replica shows how VitaCoreX flags risk on a standard services agreement for a private client. Scope, rubric, and flag format are identical to the live $149 deliverable.
Top-line read.
Three observations a private client can act on today.
- Three high-risk flags identified; none are deal-breakers on their own, but one is a sign-or-walk.
- Most fees are itemized; one bundled "administrative" line needs itemization before signing.
- The termination clause is asymmetric — negotiate or price it in.
Ten-point rubric.
Every contract review runs against the same 10 items. Flags below trigger a call-out; passes are not listed in the live memo.
- 1. Parties — legal names and roles match the trading entity.
- 2. Term — start, end, and renewal behavior are defined.
- 3. Fees — all line items named; no bundled "other".
- 4. Scope — deliverables described, not just "services".
- 5. Termination — for-cause and for-convenience both addressed.
- 6. Late-fee discipline — FL statutory caps respected where applicable.
- 7. Liability cap — present, mutual, not open-ended.
- 8. Indemnification — mutual or unilateral flagged.
- 9. Forum — venue + governing law named.
- 10. Arbitration / class waiver — presence and implications disclosed.
Flagged items.
Each flag: Observation → Impact → Recommendation. The live memo also includes redline suggestions per flag — excluded from the sample for brevity.
Flag 3.1 — Renewal language
Observation: automatic renewal with 30-day notice window falls mid-holiday. Impact: client risks silent renewal at elevated rate. Recommendation: extend notice window to 60 days or calendar alert; do not sign as-is.
Flag 3.2 — Fee escalator
Observation: escalator pegged to CPI-U with [REDACTED]% floor. Impact: real increase can outrun inflation. Recommendation: negotiate floor cap or swap to a fixed-schedule increase.
Flag 3.3 — Termination asymmetry
Observation: counterparty may terminate for convenience with 15 days; client must give 60 days + pay liquidated damages. Impact: exit cost borne disproportionately. Recommendation: parity on notice and damages, or accept + negotiate price.
Risk band.
Range, not single-point. Low end assumes flags addressed; high end assumes signed as-is.
- Low-risk outcome (flags addressed)
- AcceptableSigning with the three flags negotiated
- High-risk outcome (signed as-is)
- AvoidAuto-renewal + asymmetric termination + unbounded escalator
- Cost of negotiating all flags
- [REDACTED] hrsClient time; counterparty response varies
- Cost of signing as-is
- [REDACTED] over termModeled, not guaranteed — assumes average inflation and full term
Suggested sequence.
Recommended order of operation for the private client.
Day 1
Request redline on the three flags
Send the recommended edits via email with track changes. No phone call yet.
Day 2–3
Counterparty response review
Compare counterparty redline against the recommendation. If substantive pushback on Flag 3.3, pause.
Day 4–7
Sign or walk decision
If all three flags acceptably resolved, sign. If Flag 3.3 is not resolved, walk or re-price.
Out of scope.
A contract review is narrow by design. These are not covered.
- This is not legal advice. Specific legal strategy requires a licensed attorney.
- No representation or negotiation on the client’s behalf — the client handles communication.
- No review of attached exhibits unless named as Tier 3 add-on.
- No tax or accounting analysis.
- No warranty that counterparty accepts any recommended redline.