Find the risky language before you sign.
Contract Review is the Trueleveler engine that reviews subcontracts, POs, and master agreements against your firm's preferred terms. Flags indemnity overreach, missing waivers, payment-term drift — with severity-tagged findings and recommended counter-language. Built for PMs and estimators, not lawyers.
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Contract Review needs a free account (no card). Inside, it has a Load sample button, so you can see a finished result before you upload anything.
The clauses that cost you later.
By our estimate, six categories cover ~80% of what real subcontracts go sideways on. Every flag carries a severity tag, the exact clause language, and the counter-language we'd recommend — ready to paste into your redline.
Sub indemnifies GC for sole negligence
The contract obligates the sub to defend you even when you're the only party at fault. Most state anti-indemnity statutes void this, but the courtroom fight still costs you months. Flagged with the statute that voids it in your jurisdiction.
Mutual waiver missing — you're exposed to lost profits
Standard AIA A201 §15.1.7 waives consequential damages mutually. Custom owner contracts strip this and the sub contract inherits the gap. We surface it and inject the canonical AIA waiver as a counter.
60-day net silently extended to 90
Your firm's standard is net 30 from pay-app approval. The contract says "net 90 from owner payment to GC" — effectively net 120+ on most jobs. The vendor's cash-flow math will catch this before yours does.
Unconditional waiver required before payment
The contract demands an unconditional waiver in exchange for a check that hasn't cleared. Industry standard is conditional waivers before, unconditional after funds clear. We flag the swap and point to the §11 lien waiver language we'd accept.
LOL cap below your firm's threshold
Your firm requires sub LOL caps at no less than 100% of subcontract value. The contract caps liability at insurance proceeds (often $1M general aggregate — shared across all your subs' claims on the year). Flagged with your standard cap stipulation.
COI requirements mismatch the trade
The contract pulls forward a generic $2M/$4M GL package onto a small painting sub doing $80K of work. Sub will likely push back at signing. We flag the over-spec and propose a tier appropriate to the contract value.
The contract and your standard, on one screen.
Upload the subcontract. We render it next to your firm's preferred terms profile and surface every divergence. Severity-tagged, line-cited, with counter-language ready to paste into your redline tool.
A risk register + an optional Word-format summary export. Hand it to your sub. Or hand it to your counsel for final review — with the findings already triaged.
Your standard. Not someone else's.
The engine doesn't review against a generic "industry-standard" rulebook. It reviews against your firm's preferred terms — positions you set directly, not ones guessed from a document upload.
Set your positions in the Company Playbook
Add each standard position as free text — indemnity limits, LOL caps, payment terms, lien-waiver rules — under one of seven categories, or start from a library of pre-written positions and edit from there. No document upload or auto-extraction; you're always in control of exactly what gets set.
Your firm's terms evolve. Update the Playbook when they do.
When your legal counsel updates a standard mid-year, edit the position in the Playbook — the next Contract Review run compares against the new language immediately.
Seven categories, one firm-wide standard
Risk, payment, schedule, scope, insurance, indemnity, and other — the positions you set carry across every contract the engine reviews, so the flag on a $4M steel package and a $40K paint package both trace back to the same firm standard.
Trained on the forms your industry actually uses.
Most contract-review tools were trained on commercial leases and SaaS MSAs. Ours was trained on the documents construction actually signs — AIA, ConsensusDocs, EJCDC, and the bespoke owner contracts that mash them together.
A101 / A102 / A104
Owner–contractor agreements. Stipulated sum, cost-plus, fixed-price-with-GMP. We map all three back to a common clause skeleton.
A201 General Conditions
The 50-page master that most owner contracts cross-reference. Parsed clause-by-clause, change tracking against the 2017 and 2007 editions.
A401 / A441 Subcontracts
The sub-side documents. Standard form vs the modified version your owner pushed downstream — we surface every modification.
200 / 750 series
Industry alternative to AIA. Same coverage: owner agreement, GC–sub, design-build variants.
C-700 / C-800
Civil and infrastructure-leaning. Engineer-administered work. Common on DOT, water-treatment, and public-bid jobs.
Non-form contracts
Owner-drafted Word docs that don't follow any standard. We map them back to comparable AIA / ConsensusDocs clauses and flag what's missing.
Three ways to read a contract.
Counsel review
Time: 4–10 business days · Cost: $1,500–$5,000 per contract (our estimates)
Highest quality, deepest analysis. But you can't run every $80K subcontract through outside counsel — the math doesn't work. So most firms cap legal review at contracts above some threshold ($500K? $1M?) and sign the rest blind.
Generic AI / contract-tool
Time: minutes · Cost: $0.10–$5 per scan (our estimate)
Fast, but trained on commercial leases. Catches grammar issues and undefined terms. Misses construction-specific patterns: lien-waiver timing, retainage drift, AIA cross-references, anti-indemnity statute conflicts.
Trueleveler Contract Review
Time: 60–150 seconds · Cost: 1 engine run from your plan
Construction-trained. Reviews against your firm's terms, not generic standards. Counsel still owns the high-risk contracts. The other 80% get a competent first pass before signing.
To be clear. This doesn't replace counsel. For master agreements, large GMP contracts, and anything novel, you still want a lawyer. What this replaces is the unreviewed-because-too-small contract that signs on autopilot — and then bleeds margin for 18 months.
The clauses that look standard. Aren't.
Owner counsel knows you scan, not read. These patterns slip past most review — including most attorneys reviewing 80 pages on a deadline.
One word shift, all the cash-flow risk
Pay-when-paid is a timing mechanism — the GC eventually pays. Pay-if-paid is a condition precedent — the sub bears the risk of owner non-payment entirely. Many state courts now require explicit "condition precedent" language to enforce the latter; we flag the swap and surface the controlling case law for your jurisdiction.
"Time is of the essence" in a milestone schedule
Standard AIA treats time as recoverable through schedule adjustments. Owner counsel inserts "time is of the essence" alongside fixed milestones — any delay becomes a material breach. Flagged with the AIA §8.3 language we'd substitute.
$5,000/day stacks fast on a 280-day job
LDs without an aggregate cap mean a 90-day delay = $450K exposure. A common cap is 5–10% of contract value (our estimate). We surface the LD provision, calculate worst-case exposure against the schedule, and propose a cap that fits your firm's tolerance.
"Workmanlike quality" without definition
Without a defined standard (e.g., "industry-accepted practices for the trade"), "workmanlike" becomes whatever the owner argues it should be. Punch-list disputes turn into warranty claims. We propose ANSI / ICC reference language as the floor.
"All work reasonably inferable from the drawings"
Open-ended scope language that pulls in any work the owner argues should have been inferred. Different from the AIA standard ("indicated by or reasonably inferable from"). Flagged with the AIA §3.1.1 phrasing that bounds inferable work to what's indicated.
You can extend time. But you can't recover money.
Common in public-bid work but increasingly creeping into private contracts. Owner-caused delay extends the schedule but bars your delay-cost claim. Most states carve exceptions (active interference, fraud, etc.) — we flag the clause with the state-specific carveouts that survive it.
It works alone. It's better in a chain.
Contract Review reads cleanly on its own, but its output feeds the rest of the project memory.
- PM Handoff — the contract's risk register lands in the handoff brief so the PM knows what to watch for on day one.
- CO Review — when change orders come in, we check them against the contract's CO markup cap, T&M rates, and notice provisions.
- Pay App Review — retainage rates, lien-waiver windows, and net-payment math all carry forward to pay-app verification.
- Insurance Tracker — COI requirements from the contract become the sub's enforcement profile in the tracker.
Things everyone asks first.
Does this replace my construction attorney?
No. It replaces the unreviewed contract — the small sub that signs on autopilot because routing it through counsel would cost more than the contract is worth. For master agreements, large GMP contracts, or anything materially novel, counsel still owns the review. We make sure they're not the bottleneck on contracts where the math doesn't justify a full review.
How long does a review take?
Typically 60–150 seconds, depending on contract length and exhibit count. You get back a risk register, a severity-tagged findings list, and an optional Word-format summary export you can share with counsel or the sub.
Which contract formats are supported?
AIA (A101, A102, A104, A201, A401, A441), ConsensusDocs (200 and 750 series), EJCDC (C-700, C-800), plus arbitrary bespoke contracts in PDF or Word. For non-standard forms, we map clauses back to the closest AIA equivalent and flag what's missing.
How do I customize my firm's preferred terms?
You set them directly in your Company Playbook: add each standard position as free text (indemnity limits, LOL caps, payment terms, lien-waiver rules, etc.) under one of seven categories, or start from a library of pre-written positions and edit from there. No document upload or auto-extraction — you're always in control of exactly what gets set.
Where does the contract data go? Is it confidential?
Documents are processed against your project's private storage, encrypted at rest, never used to train shared models. Your firm's preferred-terms library stays in your tenancy and is never shared across organizations.
Can the engine handle redlined or marked-up contracts?
It will read whatever text is in the document you upload, including one with visible markup or comments. What it won't do is parse Word's revision metadata to tell you who proposed a specific edit, or hand back a track-changes-enabled document — the output is a risk register and findings list against your firm's preferred terms, not a redlined file.
Does it work for owner-side contracts, not just sub-side?
Yes. Reviewing the owner agreement is the same flow with the perspective flipped — we compare against your firm's GC-side preferred terms (cap structures, retainage acceptance, schedule float ownership, etc.). Most firms run both: owner contracts review-only, sub contracts review + redline.
Drop a sub agreement. See what your lawyer would catch — in a couple of minutes.
Bring a real subcontract to a 15-minute call. We'll review it on screen against your firm's preferred terms. You keep the output.
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