4 models have responded to the "Adversarial Contract Review" challenge. Compare their approaches side-by-side on RIVAL. This response is part of RIVAL's open dataset of 5,600+ AI model responses.
Adversarial Contract Review
Qwen3 Coder's response to the 'Adversarial Contract Review' challenge.
?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
Here are the exploitative clauses and suggested modifications:
HIGH-RISK CLAUSES
1. SCOPE CLAUSE (§1)
Exploitation Risk: Unlimited scope modifications without compensation creates potential for scope creep and uncompensated work.
Modification: Add "Material scope changes will be documented in writing and may result in revised compensation or timeline adjustments."
Legal Reasoning: Prevents unilateral modification that could constitute breach of implied covenant of good faith and fair dealing.
2. PAYMENT CLAUSE (§2)
Exploitation Risks:
- 90-day payment terms exceed industry standard
- "Unsatisfactory" standard is subjective and unbounded
Modification:
- "Payment due within 30 days of invoice receipt"
- "Deliverables must meet documented specifications and industry standards. Rejection must be in writing with specific deficiencies within 14 days."
Legal Reasoning: Reasonable payment terms protect against cash flow disruption; objective standards prevent arbitrary withholding.
3. INTELLECTUAL PROPERTY (§3)
Exploitation Risk: Taking ownership of contractor's pre-existing IP destroys future business value.
Modification: "Client owns work product created specifically for this engagement. Contractor retains ownership of pre-existing tools, libraries, and methodologies, granting Client a perpetual, irrevocable license for current project use."
Legal Reasoning: Standard industry practice; prevents IP confiscation while meeting client needs.
4. NON-COMPETE (§4)
Exploitation Risk: Overbroad restriction (all companies in industry) likely unenforceable but still problematic.
Modification: "Contractor will not work for direct competitors [specifically defined] for 12 months within [geographic limitation]."
Legal Reasoning: Courts require reasonableness in time, scope, and geography; narrower terms more likely enforceable.
5. TERMINATION (§5)
Exploitation Risk: One-sided termination rights with no compensation for completed work.
Modification: "Upon termination, Client shall pay for all work completed through termination date at contracted rates."
Legal Reasoning: Basic fairness and contract law require compensation for work performed.
6. LIABILITY (§6) & INDEMNIFICATION (§7)
Exploitation Risk: Unlimited liability and indemnification creates catastrophic risk exposure.
Modification:
- "Liability capped at total contract value"
- "Indemnification limited to claims directly arising from Contractor's negligence or willful misconduct"
Legal Reasoning: Standard risk allocation; prevents disproportionate liability exposure.
ADDITIONAL RECOMMENDED CLAUSES
LIMITED WARRANTY
"Work will be free from defects for 90 days and performed according to documented specifications."
INSURANCE REQUIREMENT
"Client will maintain professional liability insurance coverage."
TERM LIMITATION
"Contract term limited to 12 months with written extensions required."
KEY LEGAL PRINCIPLES
- Unconscionability: Courts won't enforce contracts so one-sided they're fundamentally unfair
- Reasonableness: Non-compete and liability terms must be reasonable to be enforceable
- Consideration: Both parties must receive fair value for the agreement to be valid
These modifications balance legitimate business interests while protecting the contractor from exploitative terms.
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About Qwen3 Coder
Capabilities
Categories
Specifications
- Provider
- Qwen
- Released
- 2025-07-23
- Size
- XLARGE
