Built by a lawyer, not a chatbot

Don't sign a contract you haven't fought back on.

Upload any contract. In 2 minutes Counterdraft shows the clauses that can hurt you — and writes the redline letter you send back to the other side.

First audit free · No credit card · Your contracts are never stored
The problem

You run a business, not a law firm.

Every week a contract lands in your inbox. You either sign and hope — and a clause you skimmed costs you thousands — or you pay $300–500 and wait days for a lawyer. So most owners just sign on the other side's terms.

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Auto-renewals

Miss a 90-day window and you're locked in for another year.

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Unlimited liability

One dispute can exceed your annual revenue.

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Lost ownership

You pay for work or data the other side ends up owning.

The solution

Turn any contract into a negotiation you can win.

1

Audit

A plain-English risk report: every clause stacked against you, rated by severity, with why it matters to your business.

2

Counter

A ready-to-send counter-letter and redlines: exactly what to ask the other side to change, with the rationale written for you.

See it work

Try a sample audit

Here's a real vendor contract. Press the button — this is exactly what your customers get.

Contract (sample)
Overall risk
High
Critical
3
Caution
2
CRITICAL Unlimited liability · 9.2
Why: uncapped exposure could exceed your annual revenue, while the vendor caps its own.
Demand: mutual cap at 12 months of fees.
CRITICAL Auto-renewal, 90-day opt-out · 3.1
Why: miss the narrow window and you're locked in another full year.
Demand: 30-day notice + a 60-day reminder.
CRITICAL Vendor owns deliverables & your data · 7.4
Why: you could lose rights to work you paid for and access to your own data.
Demand: you own deliverables on payment + data export on exit.
CAUTION One-sided termination · 11.1
Why: the vendor can exit but you can't; risk of losing prepaid fees.
Demand: make it mutual + pro-rata refund.
CAUTION Venue in vendor's state · 14.2
Why: more expensive to litigate on their home turf.
Demand: your state, or neutral arbitration.
Your ready-to-send counter-letter
Subject: [Your Business] — proposed revisions to the MSA

Hi [contact], excited to move forward — just a few standard revisions before signing:

1. Liability (9.2): make mutual, cap at 12 months of fees.
2. Renewal (3.1): 30-day opt-out + a 60-day reminder.
3. Ownership (7.4): we own deliverables & data on payment; data export on exit.
4. Termination (11.1): make it mutual, pro-rata refund of prepaid fees.
5. Governing law (14.2): change venue to [Your state], or neutral arbitration.

Happy to jump on a quick call to finalize. — [Your name]

How it works

Three steps, two minutes.

STEP 1

Drop the contract in

PDF, Word, or paste the text. No setup.

STEP 2

Read your risk report

Color-coded clauses, each with a plain why-it-matters.

STEP 3

Send the counter-letter

Copy the generated letter and negotiate from strength.

Pricing

Stop signing on their terms.

Pay-as-you-go

$49
per audit
  • One contract
  • Full risk report
  • Counter-letter
Start
Most popular

Starter

$99
per month
  • 5 audits / month
  • Risk report + letter
  • All contract types
Choose Starter

Pro

$249
per month
  • 20 audits / month
  • Clause library
  • Priority processing
Choose Pro
FAQ

Questions

Is this legal advice?

Counterdraft is a contract-analysis tool, not a law firm, and doesn't replace an attorney for high-stakes deals. It gives you a professional-grade starting point and the leverage to negotiate.

What contracts does it handle?

Common US commercial agreements and Ukrainian commercial contracts: vendor/supplier, leases, MSAs, NDAs, services and contractor deals.

Is my contract data safe?

Yes. Documents are encrypted in transit, processed for your audit only, and never used to train public models or stored long-term.

How accurate is it?

The risk logic is designed by a practicing contracts attorney and refined continuously. Every flag includes the reasoning so you can judge it yourself.

Audit your next contract free.

See the risks and get the counter-letter in 2 minutes. No card required.

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