Review a Counterparty Contract: Risks Marked on Their Draft

Their draft landed in your inbox — vendor paper, customer paper, whoever wrote the clauses. You need to review counterparty contract language on that inbound file before you sign, not start from your own template. Upload the paper. The same text comes back with risks marked on the clause, a short explanation, and a cite to the rule. Use that first-pass to see what to push back on; a solicitor still owns High-risk calls.

Review a counterparty contract when their draft lands

The job on this page is inbound paper. Someone else wrote the draft. You did not open a house template and fill the blanks. You received *their* wording — a vendor form, a customer form, a consultancy pack, an NDA they already use — and you have to read that edition before you commit.

That is a different task from drafting your own first pass. Incoming paper is measured against what you can live with. It is not rewritten from a blank page.

Third-party paper is their wording, not yours

Commercial teams call this third-party paper or inbound paper: the other side’s template, not yours. The clauses sit in their order. The indemnity, the cap, the termination trigger, and the governing-law line are the sentences they already chose.

Sending paper and receiving paper are not the same skill. When you send, you start from positions you control. When you receive, you start from positions they control. The file in your inbox is the deal you are being asked to accept, not a sketch you can treat as optional colour.

Checkory is built for the receive side of that split. You do not get a clean rewrite that could be mistaken for a different agreement. You get their draft back, with marks on the language that is still theirs.

What you need before you start negotiating

Do not open a negotiation from a chat summary or a remembered gist. You need the file they sent, in the form they sent it, plus enough context to know what you are buying or selling. If attachments arrived as a pack — main agreement, schedule, order form — keep the pack together so a flag on one document is not read as the whole deal.

A short operational walk-through of how to assemble that pack for a first-pass sits in the guide to preparing a contract packet. This page does not repeat that checklist. The product job here is: once the inbound file is in front of you, mark the risks on *that* text.

You also need a person who can decide. Flags are questions, not instructions to the other side. If you cannot say which High item you will push back on, you are not ready to negotiate. You are ready to read.

Upload their paper and get flags on the same text

Open document analysis, upload the PDF or DOCX they sent, and work from the file that comes back. The return is a structured risk overview on the same wording: flags with severity and a short explanation, plain-language notes, and next steps. Handling is privacy-first. The site does not sell a chatbot for the draft and does not promise tracked-changes markup.

The artefact is the point. You stay on their paper.

Risks marked on the clause, not in a side chat

A side chat answers the question you typed. It does not keep its place in the paragraph. You then hunt through the PDF to find the sentence the model meant. That gap is why a general chat is a poor place to analyse a counterparty draft you actually have to sign.

Flags sit on the clause. A one-sided indemnity, a thin liability cap, a hard-to-exit renewal, an assignment of your outputs, a suspension right that can stop the service — the mark is on those words, in their order, so you can read the surrounding lines and decide whether the mark is a real problem.

If you later send the pack to a solicitor, they open the same pages you saw. The flags are still on the sentences you were asked to accept. That is the opposite of a thread that drifted away from the file.

Analyse a counterparty draft without leaving the document

On this page, *analyse* does not mean “propose a redline against our playbook”. It means: read their draft in place, mark what looks risky, and attach a reason you can check.

Each mark is meant to point at the source clause, not at a detached finding. A flag without a “why” is noise. The explanation is there so you can see why that sentence was marked. A cite, where one is offered, is a pointer to official text — for example a provision on legislation.gov.uk such as the Unfair Contract Terms Act 1977 for England and Wales and Northern Ireland (liability arising in contract, indemnity wording, the reasonableness test). The link is not a submission you can take to court, and it is not a claim that Checkory has applied that Act to your deal.

Scotland is a separate legal system. Do not treat an England and Wales pointer as “UK law”. Read the official text next to the clause. If they do not match, the mark is a question for a solicitor, not an answer.

First-pass on their paper vs a full redline

Search results for this job often sell a Word add-in, an organisation playbook, and tracked changes you could send back. That is a real product category. It is not what this page offers.

Spellbook’s own review step is labelled a first pass — and the output is redlines against your standards inside Word or Google Docs. LegalOn reviews first-party and third-party paper against attorney-built playbooks, with one-click redlines and, in Word, an assistant chat. QRedline is built for checking a counterparty’s contract against a firm playbook and comparing later counters. Ironclad’s review product sits in a contract-lifecycle loop: first-pass redlines, accept or reject the other side’s tracked changes, turn tracking. Ironclad has also said that polished demos often break on *real* third-party paper inside a live workflow — which is exactly the paper you are holding.

Those tools encode preferred language, fallback language, and a walk-away floor, then write markup into the file. Checkory does not.

What a first-pass returns

A first-pass on their paper is triage. You get the inbound text back with risks marked on the clause, a short explanation, and a statute pointer where one is offered. You can see what to raise, what to accept, and what to send to a person.

That is closer to an honest industry line than to a negotiation engine: a first pass can speed the read; it does not make the legal judgement or decide which risk the business should take. Drafting a first pass of *your* paper and reviewing *incoming* paper are different jobs. This page is only the second job.

You do not get fallback paragraphs inserted into their draft. You do not get a compare of every later counter. You do not get a negotiation posture toggled between Preferred and Fallback.

What a Word redline would still require

A full redline still needs work this product does not do.

Someone has to maintain positions — preferred wording, a fallback you can live with, and a floor you will not cross. Those positions have to match how you actually trade, or the markup will be theatre. Someone has to apply them inside Word (or a CLM editor), accept or reject the other side’s tracked changes, and send a marked-up file back. Someone has to run the next round when they reply.

That loop is counsel, a firm playbook, or an enterprise review stack. If you need that loop, instruct a solicitor or use a Word-native redline. Do not treat clause flags as a substitute markup you can forward as your reply.

Review their contract before signing

Before you sign, the useful question is not “is this agreement good”. It is “what in *their* wording changes price, lock-in, liability, or who owns the work — and who decides what happens next”.

This section is that product job. It is not an eight-point before-signing checklist. Clause-level walks for a vendor form or an NDA live in the blog, not here. If you want a vendor-specific flag list, use the vendor contract red-flags checklist. For a standalone NDA, use the NDA review checklist. Come back to this page when the task is: mark their draft, then decide.

What comes back on their draft

What comes back is their text, still theirs, with:

• risk flags on the clause, with a severity so you can see which items are routine and which are High
• a short explanation in plain language
• a pointer to a rule where the model offers one
• a structured overview and suggested next steps — not a verdict, not a score, not a “sign” button

Typical tripwires on inbound commercial paper are mundane: a cap that is too low to matter, an indemnity that puts uninsurable loss on you, auto-renewal with a short notice window, governing law you did not expect, termination that is easy for them and hard for you. The first-pass marks those sentences where they sit. You still choose the commercial response.

What you still decide with a person

A person still decides whether to push back, accept, or stop. A person still checks that the flag matches the clause. A person still owns High items.

Treat the marked file as a reading aid, then verify. The human verification checklist for AI contract flags is the operational list for that step. This page does not copy it.

If the draft is high-stakes, unusual, or you cannot explain the High flags in your own words, instruct a solicitor. The marked file is a reading aid, not a clearance.

How this differs from a generic contract review tool

The upload motion is familiar: you send a file and get marks back. The *job* on this URL is narrower. This page is for the moment their paper lands — counterparty draft, third-party paper, inbound wording — not for every file you might ever upload.

Same product motion, different job

You still upload. You still get the same document back with flags, an explanation, and cites. The difference is the question you came with.

Here the question is: they wrote this; what in *their* edition should I challenge before I sign? The page talks about inbound paper, first-pass versus a Word redline, and the line a solicitor still holds. It does not sell a category label for “any agreement, any origin”.

If you arrived looking for a general-purpose upload page, you are on the use-case URL for counterparty paper. The motion is the same. The intent is not.

Why this page is not the general tool URL

A generic tool URL answers “what do I upload and what artefact do I get”. This URL answers “their draft is in my inbox — what happens to *that* file”.

Keeping those apart avoids a muddy H1. It also avoids promising a playbook redline, a chat about the deal, or a full negotiation on the back of a first-pass. The CTA stays document analysis: upload their paper, read the marked file, decide with a human.

What Checkory does not promise on their paper

Honesty is part of the offer. The SERP for this job is full of Word add-ins and lifecycle suites. Checkory does not pretend to be those products.

Not a playbook redline in Word

There is no encoded house playbook, no one-click fallback paragraph dropped into their clause, and no track-changes file prepared for the other side. There is no in-editor chat and no compare of every later counter-draft.

If your process is “open Word, apply our positions, send markup”, that process still belongs to you or to counsel. The first-pass can tell you *which* clauses to take into that process. It is not the process.

Not a substitute for a solicitor on High flags

The Solicitors Regulation Authority warning notice on misuse of AI, published 17 August 2026, is aimed at regulated persons, but the mechanics apply to anyone relying on a model: AI has no separate legal personality; the human remains accountable for the work and the outputs; models can invent cases, references, and seemingly factual assertions. Putting client or counterparty letters into an open chat has already been treated by a UK tribunal as placing that material in the public domain.

A High flag is therefore a stop, not a signature. Verify the cite. Read the clause. If the point could change the deal, take it to a qualified lawyer. Do not treat a marked PDF as a green light, a negotiated position, or advice you can rely on in a dispute.