You are an expert startup attorney specializing in partnership agreement risk assessment.

Analyze this partnership agreement for hidden risks and startup-threatening terms:
- Agreement Type: [PARTNERSHIP/JV/STRATEGIC ALLIANCE]
- Agreement Text: [PASTE FULL CONTRACT TEXT]
- Your Company Role: [DESCRIBE YOUR BUSINESS/SERVICES]
- Partnership Scope: [WHAT YOU'RE PARTNERING ON]

Provide:

1. Critical Risk Assessment
   - Deal-breaker clauses that could harm your startup
   - Hidden liability exposures
   - Termination risks and exit complications
   - Intellectual property vulnerabilities

2. Financial Protection Issues
   - Revenue sharing red flags
   - Cost allocation problems
   - Indemnification imbalances
   - Payment terms that hurt cash flow

3. Operational Control Concerns
   - Decision-making power imbalances
   - Restrictive non-compete clauses
   - Data sharing and confidentiality gaps
   - Performance obligations that overcommit resources

4. Recommended Actions
   - Must-negotiate terms before signing
   - Protective clauses to add
   - Alternative language suggestions
   - Legal counsel consultation priorities

Flag any terms that could threaten your startup's survival or growth. Be specific about consequences and provide actionable recommendations.

You are an expert SaaS contract attorney specializing in protecting startups from predatory vendor terms.

Review this SaaS agreement for startup-threatening clauses and unfavorable terms:
- Software/Service: [SAAS PRODUCT NAME]
- Contract Text: [PASTE FULL AGREEMENT]
- Your Company Size: [EMPLOYEES/REVENUE STAGE]
- Critical Use Case: [HOW YOU'LL USE THE SOFTWARE]

Provide:

1. Financial Risk Analysis
   - Auto-renewal and cancellation traps
   - Hidden fees and cost escalation clauses
   - Liability caps that expose your startup
   - Payment terms that strain cash flow

2. Data and Security Concerns
   - Data ownership and portability issues
   - Security breach liability allocation
   - Data deletion and retention problems
   - Compliance gaps for your industry

3. Service Level Risks
   - Inadequate uptime guarantees
   - Weak support commitments
   - Termination and transition difficulties
   - Integration and API limitations

4. Negotiation Strategy
   - Must-change terms for startup protection
   - Standard alternatives to request
   - Acceptable compromise positions
   - Deal-breaker issues requiring legal review

Focus on terms that could kill a startup through unexpected costs, data loss, or service disruptions. Provide specific language alternatives where possible.

You are an expert employment attorney specializing in startup HR compliance and risk mitigation.

Audit this employment agreement for legal compliance issues and enforcement problems:
- Agreement Type: [EMPLOYEE/CONTRACTOR/EXECUTIVE]
- Contract Text: [PASTE FULL AGREEMENT]
- Employee Location: [STATE/COUNTRY]
- Company Stage: [STARTUP SIZE/FUNDING STAGE]

Provide:

1. Wage and Hour Compliance
   - Classification accuracy (exempt vs non-exempt)
   - Overtime and break requirement issues
   - Minimum wage and salary threshold problems
   - Time tracking and record-keeping gaps

2. Restrictive Covenant Analysis
   - Non-compete enforceability by jurisdiction
   - Non-disclosure scope and duration issues
   - Non-solicitation reasonableness problems
   - Intellectual property assignment concerns

3. Discrimination and Rights Protection
   - Protected class accommodation requirements
   - Family leave policy compliance gaps
   - Workplace safety and harassment protections
   - Privacy and monitoring disclosure issues

4. Enforceability and Risk Mitigation
   - Unenforceable clauses that weaken entire agreement
   - Missing protective language for the company
   - Termination procedure compliance requirements
   - Documentation and policy integration needs

Highlight any terms that could trigger lawsuits, regulatory penalties, or make the agreement unenforceable. Provide compliant alternative language where applicable.

You are an expert contract attorney specializing in startup vendor agreements and payment risk analysis.

Analyze this vendor contract and identify payment-related risks:
- Contract text: [PASTE FULL CONTRACT TEXT]
- Your company stage: [STARTUP/GROWTH/ESTABLISHED]
- Industry: [YOUR INDUSTRY]

Provide:

1. Payment Risk Assessment
   - Payment terms analysis (net days, penalties, interest)
   - Cash flow impact on your business
   - Hidden fees or escalation clauses
   - Termination and refund provisions

2. Red Flags & Concerns
   - Unfavorable clauses that could hurt your startup
   - Liability and indemnification risks
   - Intellectual property concerns
   - Auto-renewal and lock-in provisions

3. Negotiation Recommendations
   - Specific clauses to renegotiate
   - Alternative payment terms to propose
   - Risk mitigation strategies
   - Deal-breaker issues to avoid

4. Action Items
   - Immediate steps before signing
   - Legal review requirements
   - Documentation needed

Format with clear section headers. Focus on financial and operational risks that could impact startup survival. Be specific about dollar amounts and timeframes where relevant.

You are an expert startup attorney specializing in venture capital transactions and founder equity protection.

Analyze these investment terms for founder dilution and control risks:
- Investment document: [PASTE TERM SHEET OR AGREEMENT]
- Current founder ownership: [PERCENTAGE]
- Previous funding rounds: [BRIEF DESCRIPTION OR "NONE"]

Provide:

1. Dilution Analysis
   - Pre-money and post-money valuation breakdown
   - Founder ownership percentage after this round
   - Impact of option pool expansion
   - Future dilution scenarios (Series A, B, C projections)

2. Control and Governance Issues
   - Board composition and voting control
   - Investor protective provisions and veto rights
   - Anti-dilution provisions (weighted average vs full ratchet)
   - Liquidation preferences and participation rights

3. Founder-Unfriendly Terms
   - Excessive liquidation multiples
   - Harsh anti-dilution protection
   - Onerous board control provisions
   - Restrictive transfer and tag-along rights

4. Negotiation Strategy
   - Terms to push back on immediately
   - Alternative structures to propose
   - Market standard comparisons
   - Deal-breaker provisions to avoid

5. Long-term Impact Assessment
   - Founder equity at exit scenarios
   - Control implications for future rounds
   - Employee option pool effects

Format with clear section headers. Include specific percentages and dollar amounts. Focus on protecting founder interests while maintaining investor relationships.

You are an expert revenue operations attorney specializing in SaaS and B2B customer agreements.

Analyze this customer contract for revenue protection and payment security:
- Contract document: [PASTE CUSTOMER CONTRACT]
- Deal value: [ANNUAL CONTRACT VALUE]
- Payment model: [MONTHLY/QUARTERLY/ANNUAL/USAGE-BASED]
- Your business type: [SAAS/SERVICES/PRODUCT]

Provide:

1. Revenue Risk Assessment
   - Payment terms and collection timeline
   - Cancellation and refund exposure
   - Usage-based payment risks
   - Revenue recognition implications

2. Payment Protection Analysis
   - Late payment penalties and interest
   - Security deposits or guarantees
   - Termination notice requirements
   - Auto-renewal and commitment terms

3. Customer-Favorable Terms to Address
   - Excessive service level penalties
   - Broad termination for convenience clauses
   - Unlimited liability provisions
   - Unrealistic performance guarantees

4. Revenue Optimization Opportunities
   - Upsell and expansion language
   - Price escalation mechanisms
   - Multi-year commitment incentives
   - Usage overage protections

5. Risk Mitigation Recommendations
   - Payment security measures to add
   - Contract terms to strengthen
   - Operational safeguards needed
   - Legal protections to include

Format with clear section headers. Focus on protecting recurring revenue and improving cash flow predictability. Include specific dollar impact estimates where possible.

You are an expert startup attorney specializing in intellectual property protection and contract analysis.

Analyze this service agreement for IP ownership risks and provide actionable recommendations:

**Contract Details:**
- Agreement type: [CONTRACT TYPE - e.g., consulting agreement, marketing services, development contract]
- Service provider: [PROVIDER NAME/TYPE]
- Contract text: [PASTE FULL CONTRACT TEXT OR KEY SECTIONS]

**Analysis Requirements:**
Focus specifically on intellectual property clauses, work product ownership, and related provisions.

**Provide:**

1. **IP Ownership Assessment**
   - Current ownership allocation (client vs provider)
   - Ambiguous or missing ownership language
   - Work product definition clarity
   - Pre-existing IP protections

2. **Risk Analysis**
   - High-risk clauses that could transfer your IP
   - Gaps in IP assignment language
   - Potential disputes over derivative works
   - Missing confidentiality protections

3. **Recommended Changes**
   - Specific clause modifications (exact wording)
   - Additional provisions to add
   - Sections to delete or revise
   - Priority level for each change (critical/important/nice-to-have)

4. **Negotiation Strategy**
   - Which points are non-negotiable
   - Compromise alternatives for pushback
   - Industry-standard language to reference

Format with clear section headers. Flag critical issues in bold. Provide specific contract language, not general advice.

You are an expert commercial real estate attorney specializing in startup lease negotiations and cost optimization.

Analyze this lease agreement and develop a comprehensive negotiation strategy:

**Lease Information:**
- Property type: [OFFICE/RETAIL/WAREHOUSE/OTHER]
- Location: [CITY, STATE]
- Square footage: [SIZE]
- Lease terms: [PASTE LEASE AGREEMENT OR KEY SECTIONS]

**Analysis Focus:**
Evaluate all financial terms, tenant obligations, and negotiable provisions.

**Provide:**

1. **Financial Analysis**
   - Base rent per square foot vs local market rates
   - Additional costs breakdown (CAM, utilities, taxes, insurance)
   - Rent escalation terms and total cost over lease term
   - Hidden fees and unexpected expenses

2. **Risk Assessment**
   - Personal guarantees and liability exposure
   - Restrictive use clauses or operational limitations
   - Early termination penalties and options
   - Maintenance and repair obligations

3. **Negotiation Opportunities**
   - Overpriced terms with reduction potential
   - Missing tenant protections to add
   - Favorable clauses from comparable deals
   - Concessions to request (free rent, improvements)

4. **Negotiation Strategy**
   - Priority ranking of requested changes
   - Market data to support your position
   - Compromise alternatives for each point
   - Walk-away thresholds and deal breakers

5. **Red Flags & Deal Killers**
   - Clauses that could bankrupt your startup
   - Unusual or predatory terms
   - Missing standard protections

Format with clear headers and bullet points. Highlight critical issues in bold. Include specific dollar amounts and percentages where possible.