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Adversarial Contract Review
Gpt Oss 20B's response to the 'Adversarial Contract Review' challenge.
GPT OSS 20B
February 3, 2026
Text
?Prompt
Here is a contract for a software consulting engagement: --- SOFTWARE CONSULTING AGREEMENT This Agreement is entered into between TechCorp Solutions Inc. ("Client") and [Contractor Name] ("Contractor"). 1. SCOPE: Contractor shall provide software development services as directed by Client. Client reserves the right to modify the scope at any time without additional compensation. 2. PAYMENT: Contractor shall be paid $150/hour, invoiced monthly. Payment is due within 90 days of invoice receipt. Client may withhold payment if deliverables are deemed "unsatisfactory" at Client's sole discretion. 3. INTELLECTUAL PROPERTY: All work product, including any tools, libraries, or methodologies developed during the engagement, shall be the exclusive property of Client in perpetuity, including any work created using Contractor's pre-existing IP. 4. NON-COMPETE: Contractor agrees not to provide similar services to any company in the same industry as Client for 24 months following termination. 5. TERMINATION: Client may terminate this agreement at any time without notice. Contractor must provide 60 days written notice. Upon termination, Contractor must immediately deliver all work in progress without additional compensation. 6. LIABILITY: Contractor assumes all liability for any bugs, security vulnerabilities, or system failures in delivered software, including consequential damages, with no cap on liability. 7. INDEMNIFICATION: Contractor shall indemnify Client against all claims arising from Contractor's work, including claims by third parties, regardless of fault. 8. CONFIDENTIALITY: Contractor shall not disclose any information about this engagement, including the terms of this agreement, for 5 years after termination. 9. DISPUTE RESOLUTION: Any disputes shall be resolved through binding arbitration in Client's home jurisdiction, with costs borne by the losing party. --- Find all clauses that could be exploited against the contractor, suggest specific modifications, and explain the legal reasoning.
Response
Below is a point‑by‑point review of the contract.
For each clause I identify:
- What makes it exploitable for the contractor.
- How to re‑write it so the contractor is protected.
- The legal principle(s) that justify the change.
1. SCOPE
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Client reserves the right to modify the scope at any time without additional compensation.” | The client can change the job at will, and the contractor cannot claim extra pay for the extra work. This is a unilateral, one‑sided power that is often considered unconscionable. | Change‑Order Procedure:<br>• Any scope change must be in writing and signed by both parties.<br>• The change order must specify the new deliverables, schedule, and compensation (e.g., a new hourly rate, a fixed fee, or a revised milestone).<br>• The contractor must agree to the change order before work starts. | Contractual fairness and mutuality – courts routinely strike down clauses that give one party a unilateral right to change the contract in a way that deprives the other party of consideration. The U.S. Uniform Commercial Code (UCC) and common‑law doctrine require that both sides receive something of value. |
2. PAYMENT
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Payment is due within 90 days of invoice receipt. Client may withhold payment if deliverables are deemed “unsatisfactory” at Client’s sole discretion.” | 90‑day payment is unusually long and could delay cash flow. “Sole discretion” gives the client a blanket right to withhold money, even for minor issues. | Payment Terms:<br>• Invoices are due within 30 days of receipt.<br>• The client may withhold payment only for material defects that are documented, and the withholding period is capped at 10 days after the contractor submits a notice of the defect and the contractor’s corrective plan.<br>• Any withholding must be in writing and specify the outstanding balance. | UCC § 2‑302 (payment terms) and FCPA (fairness). A 90‑day period is rarely enforceable in a commercial services context; courts view it as a penalty. The “sole discretion” clause is effectively a “no‑fault” withholding right, which is usually void for being unconscionable. |
3. INTELLECTUAL PROPERTY
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “All work product, including any tools, libraries, or methodologies developed during the engagement, shall be the exclusive property of Client in perpetuity, including any work created using Contractor’s pre‑existing IP.” | 1) Grants the client ownership of the contractor’s pre‑existing IP – usually illegal. 2) “In perpetuity” can be seen as a forever assignment, which may be unenforceable if it is overly broad. | IP Assignment & License:<br>• Contractor retains ownership of all pre‑existing IP and any IP that is not created by the contractor during the engagement. <br>• All new IP (“Work Product”) created for the client is assigned to the client, but the assignment is limited to the scope of the engagement and is time‑limited (e.g., 5 years after delivery). <br>• The contractor grants the client a non‑exclusive, royalty‑free license to use any pre‑existing IP that is incorporated into the Work Product. <br>• The contractor may reuse generic tools and libraries for future engagements. | IP law (Copyright, Patent, Trade Secret) and unconscionability – courts will not enforce an assignment that strips a party of its pre‑existing IP or that is indefinite. A reasonable license ensures the contractor can continue operating. |
4. NON‑COMPETE
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Contractor agrees not to provide similar services to any company in the same industry as Client for 24 months following termination.” | 24‑month restriction across an entire industry is over‑broad and likely unenforceable in most U.S. jurisdictions (e.g., California, Texas, New York). It also restricts the contractor’s ability to work in the field. | Non‑Compete:<br>• Non‑compete applies only to direct competitors of the client (defined by a list of client’s current customers) for 12 months after termination. <br>• The restriction is limited to geographic regions where the client operates (e.g., within the same state). <br>• The contractor may provide services to unrelated industries. | Enforceability standards: courts examine scope of activities, geographic area, duration, and legitimate business interests. A 12‑month, narrow geographic restriction is usually enforceable; a 24‑month industry‑wide ban typically fails. |
5. TERMINATION
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Client may terminate this agreement at any time without notice. Contractor must provide 60 days written notice.” | The client can terminate at will, while the contractor must give notice and must hand over all work without compensation. This is unilateral and punitive. | Termination Clause:<br>• Either party may terminate for cause (breach, non‑payment, etc.) with 30 days’ written notice. <br>• For convenience termination, both parties must provide 30 days’ written notice. <br>• Upon termination, the contractor is entitled to payment for all hours worked and for completed deliverables. <br>• The contractor will deliver all work in progress but may retain a reasonable amount of compensation for the time spent on that work. | Mutuality – a contract requires that both parties have equivalent rights to terminate. The “no notice” clause is a form of unconscionability because it creates an unbalanced relationship. The U.S. “reasonable notice” standard is well established. |
6. LIABILITY
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Contractor assumes all liability for any bugs, security vulnerabilities, or system failures in delivered software, including consequential damages, with no cap on liability.” | Unlimited liability for any type of damage is unreasonable and would likely be considered unconscionable. | Limitation of Liability:<br>• Contractor’s liability is limited to the total fees paid under this agreement (or 3× the fee, whichever is higher). <br>• Contractor is not liable for indirect, incidental, or consequential damages unless the contractor acted with gross negligence or willful misconduct. <br>• The client must give written notice of any claim within 30 days of discovery. | UCC § 2‑316 and common‑law doctrines – unlimited liability is rarely enforceable. Liability caps are standard in commercial contracts and are required for a contract to be enforceable. |
7. INDEMNIFICATION
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Contractor shall indemnify Client against all claims arising from Contractor’s work, including claims by third parties, regardless of fault.” | Indemnifying “regardless of fault” is too broad and may be void for being unconscionable. | Indemnification Clause:<br>• Contractor indemnifies the client only for claims arising from the contractor’s negligence, willful misconduct, or breach of contract. <br>• The indemnification is limited to direct damages and does not cover punitive damages. <br>• The client must give written notice within 30 days of becoming aware of the claim and must cooperate in the defense. | Contractual doctrines – indemnification must be limited to the party’s fault or negligence; “indemnify for all claims regardless of fault” is unenforceable. |
8. CONFIDENTIALITY
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Contractor shall not disclose any information about this engagement, including the terms of this agreement, for 5 years after termination.” | 5‑year blanket prohibition on disclosing any information is over‑broad. It also includes the contract terms, which may be considered a trade secret but is not always protected; many courts allow the disclosure of contractual terms. | Confidentiality Clause:<br>• Contractor may disclose the contract terms only to its own legal counsel and auditors. <br>• Confidential information includes proprietary client data, technical data, and trade secrets. <br>• Confidentiality obligations last 2 years after termination (or longer if the information is a trade secret). <br>• Disclosures to the contractor’s employees, subcontractors, and counsel are permitted if they are bound by a similar confidentiality obligation. | Trade‑secret law and reasonable‑time standard for confidentiality. A 5‑year blanket ban on all information, including public or non‑confidential data, is likely unenforceable. |
9. DISPUTE RESOLUTION
| Current wording | Why it’s exploitable | Suggested rewrite | Legal reasoning |
|---|---|---|---|
| “Any disputes shall be resolved through binding arbitration in Client’s home jurisdiction, with costs borne by the losing party.” | Arbitration in the client’s jurisdiction gives the client a location advantage and may not be neutral. “Costs borne by the losing party” can still leave the contractor with huge fees if the arbitrator chooses a venue that favors the client. | Arbitration & Venue:<br>• Arbitration shall be conducted under the American Arbitration Association (AAA) rules in a neutral venue (e.g., a city of mutual convenience). <br>• Parties shall share the arbitration costs equally (50/50) unless the arbitrator orders otherwise. <br>• The arbitrator must be a neutral third party with expertise in software‑services disputes. | Federal Arbitration Act requires neutrality. Courts will not enforce a clause that gives one party a decisive location advantage or allows the loss of the other party to bear all costs. |
Summary of Suggested Contract Provisions
| Section | Key Replacements |
|---|---|
| 1. Scope | Add a written change‑order process with compensation. |
| 2. Payment | 30‑day payment terms; limited withholding for material defects. |
| 3. IP | Separate assignment for new work; license for pre‑existing IP; time‑limited assignment. |
| 4. Non‑Compete | 12‑month, limited‑industry, limited geographic. |
| 5. Termination | Mutual 30‑day notice for convenience; 30‑day notice for cause; payment for work performed. |
| 6. Liability | Cap at total fees or 3× fees; exclude consequential damages except for gross negligence. |
| 7. Indemnification | Indemnify only for negligence or willful misconduct; limit to direct damages. |
| 8. Confidentiality | 2‑year confidentiality for trade secrets; allow disclosure of contractual terms to counsel. |
| 9. Dispute Resolution | Neutral venue, shared costs, AAA rules. |
Why These Modifications Work
| Legal principle | How it protects the contractor |
|---|---|
| Unconscionability | Courts will strike down overly one‑sided clauses that give the client blanket power. |
| Mutuality | Both parties must have equal rights; otherwise the contract is not enforceable. |
| Reasonableness | Caps on liability and indemnity must be reasonable; unlimited liability is void. |
| IP ownership | A contractor must retain ownership of pre‑existing IP; otherwise it ceases to exist as a business. |
| Statutory limits | UCC, state statutes, and common‑law doctrines (e.g., “reasonable notice”) set minimum standards for service agreements. |
| Enforceable confidentiality | Trade‑secret law requires a reasonable time limit and a clear definition of what is confidential. |
| Neutral arbitration | The Federal Arbitration Act requires the venue to be neutral; otherwise the clause may be unenforceable. |
By adopting the above revisions, the contract becomes balanced and enforceable, giving the contractor the protection and certainty it needs to manage risk and receive fair compensation.
Adversarial Contract Review
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About GPT OSS 20B
Capabilities
ConversationReasoningCode GenerationAnalysisFunction CallingTool UsePlanning
Categories
TextCode
Specifications
- Provider
- Openai
- Released
- 2025-08-05
- Size
- LARGE
- Parameters
- 21B total (3.6B active per forward pass)
- Context
- 131,072 tokens
