ClauseGuard — User Guide & Clause Reference

How the detection engine works

ClauseGuard does not send your document to an AI. It runs a structured pattern database directly in your browser — instantly, privately, with zero external calls.

Getting your document in. You can paste the text directly, or use Upload PDF (or drag a PDF onto the input box) to have ClauseGuard read the PDF for you. PDF reading happens entirely in your browser using a bundled reader — the file is never uploaded anywhere. If a PDF is a scan or image with no selectable text, open it, copy the text, and paste it in instead.

When you hit Analyze, ClauseGuard tokenises your document into individual sentences, then runs each sentence through a library of 21 detection rules — 14 for creator contracts and 7 for privacy and TOS documents. Each rule contains a set of regular expression patterns tuned to the specific language that makes each clause type risky.

When a pattern fires, ClauseGuard extracts the exact sentence (or surrounding context) from your document that triggered it. This appears as the flagged excerpt on the finding card — so you're always looking at your actual contract language, not a generic example.

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Why no AI?

AI-based tools are flexible but require sending your document to an external server — which is a serious privacy problem for confidential brand deals, NDAs, and legal agreements. ClauseGuard's rule-based engine never sends a single character of your document anywhere. The trade-off: it catches known, documented clause patterns rather than improvising on unusual language. For unusual constructions, always add an attorney's review.

Each detection rule includes three things: an explanation of why the clause type is risky, a severity rating (High, Medium, or Caution), and a negotiation tip — specific language and strategy for pushing back. These are built into the tool and appear on every finding card automatically.

The practical implication: ClauseGuard is a first-pass tool, not a comprehensive legal audit. It catches what it was trained to catch. Clauses written in unusual ways or using uncommon terminology may not surface. Use ClauseGuard to get oriented and informed — then bring a flagged report to a qualified attorney for high-value deals.

The two modes

ClauseGuard has two clause databases. Selecting the right one matters — each database is tuned to a fundamentally different type of document.

Auto-Detect (default)

When you paste a document in Auto mode, ClauseGuard scans for keyword signals before running its analysis. Creator contract signals include words like "sponsor," "deliverables," "compensation," "exclusivity," "kill fee," and "content creator." Privacy/TOS signals include "privacy policy," "data collection," "GDPR," "cookies," and "personal information."

The mode with the higher signal count wins. The detected mode is shown in a banner below the mode selector after you paste more than 100 characters. Auto-Detect is correct in the vast majority of real-world documents. If it picks the wrong mode, you can override manually before hitting Analyze.

Mode detection — signal scoring

Creator signals

scores +1 each

sponsor · deliverable · compensation · usage rights · influencer · content creator · kill fee · exclusivity · collaboration · brand deal · campaign · posting date · hashtag

Policy signals

scores +1 each

privacy policy · data collection · gdpr · ccpa · cookies · terms of service · user data · personal information · opt-out · third party · data retention · account deletion

Result

Automatic

Whichever database scores higher is loaded. In a tie, Creator Contract is used as default. You can always override by clicking the mode buttons before analyzing.

Creator Contract mode

Loads the 14-rule database built for sponsorship agreements, brand collaboration deals, content licensing contracts, management agreements, NDAs, non-competes, and freelance service agreements. This database is specifically tuned to the clause types that routinely harm creators — clauses that generic legal tools either miss or fail to flag with the right context.

Privacy / TOS mode

Loads the 7-rule database for platform terms of service, privacy policies, app agreements, and data processing documents. This database focuses on the clauses that platforms bury in dense legal language — data sale, mandatory arbitration, unilateral change rights, and platform IP grabs over user content.

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Documents that contain both types

Some platform creator agreements combine sponsorship terms with privacy policy-style data handling clauses. In this case, analyze the document twice — once in each mode. The two databases catch different things and will surface different findings on the same document.

Reading a finding

Every finding card has the same anatomy. Here's what each part tells you — and how to use it.

Rights Grab

Perpetual or Irrevocable IP Assignment

"Creator hereby assigns all intellectual property rights to Brand in perpetuity, worldwide, royalty-free and irrevocably…"

⚠ Why This Matters

This transfers permanent, non-revocable ownership of your content to the brand. That means they could use your face, voice, and content forever — including in ways you'd never agree to — and you have no legal way to stop them.

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Negotiation TipPush back strongly. Offer a limited license instead: 'Brand receives a 12-month, non-exclusive license to use the Deliverables for paid advertising within [specific channels] only.'

Card element	What it tells you	How to use it
Severity dot	🔴 High / 🟠 Medium / 🟡 Caution — see Section 04 for full definitions	Determines urgency. High findings need to be resolved before signing. Medium findings are worth negotiating. Caution findings are worth flagging to a lawyer.
Category	The clause type — e.g. "Rights Grab," "Exclusivity Trap," "Payment Pitfall"	Use to understand which part of the contract this clause sits in. Multiple findings in the same category suggest a systematically unfair agreement.
Title	The specific clause pattern detected — more specific than the category	Use as the subject line when corresponding with a lawyer or the counterparty.
Flagged excerpt	The exact sentence from your document that triggered this rule	Cross-reference against your contract to confirm the finding is accurate. Some rules may fire on adjacent language — always read the surrounding paragraph.
Why This Matters	Plain-English explanation of the real-world risk this clause creates	Use this to understand the stakes before deciding how hard to push back.
Negotiation Tip	Specific language and strategy for pushing back on this clause	Use as a starting point in negotiation — adapt to your specific deal, relationship, and leverage.

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Click to expand any finding

Cards are collapsed by default to keep the summary scannable. Click any card header to expand it and see the full explanation and negotiation tip. Click again to collapse. All cards can be open simultaneously.

Severity levels

Every finding is rated on three levels. The level reflects both how harmful the clause is and how much room you have to push back.

🔴 High Risk

Clauses that could cause serious, lasting harm to your business, income, or creative freedom. These include permanent IP transfers, audience data handovers, and clauses that could be used to withhold payment indefinitely.

Act before signing — these need resolution

🟠 Medium Risk

Clauses that are unfair, industry-abnormal, or create meaningful risk — but are commonly negotiable. Unreasonably long payment terms, vague morality clauses, and missing kill fees typically fall here.

Worth negotiating — know your leverage

🟡 Caution

Clauses that are worth understanding and potentially flagging, but may not be dealbreakers on their own. Vague deliverables, unfavorable jurisdiction, and auto-renewal terms often appear here.

Watch and clarify — context matters

Severity ratings reflect the clause pattern, not the specific deal. A 🔴 High Risk finding on a $500 Instagram post matters differently than the same finding on a $100,000 six-month exclusive. The tool gives you the flag — your judgment and leverage determine your response.

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Multiple findings in the same category

If ClauseGuard surfaces three or four findings in the same category — for example, two High Risk and one Medium finding all under "Rights Grab" — that's a signal the contract was written to systematically favour the other party in that area. This is more concerning than a single isolated finding.

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No findings does not mean a clean contract

ClauseGuard matches against 21 known patterns. An agreement written in unusual language, using non-standard clause structures, or containing risks the database doesn't cover will return no findings — even if it's deeply unfair. Always involve a qualified attorney for high-value or high-stakes deals, regardless of ClauseGuard's output.

Creator contract — all 14 rules

A complete reference for every rule in the creator contract database. What each rule catches, why it matters, and what to ask for.

Rule	Category	Severity	What it catches
Exclusivity Trap	Exclusivity	HIGH	Clauses blocking you from working with other brands — especially those covering broad product categories or extending far beyond the active campaign period.
Perpetual IP Assignment	Rights Grab	HIGH	"In perpetuity," "irrevocable," "assigns all rights," "work made for hire" — language that permanently transfers copyright and creative ownership to the brand.
Audience Data Transfer	Data & Privacy	HIGH	Clauses requiring you to hand over audience data, subscriber information, or campaign analytics to the brand. Potentially illegal under GDPR/CCPA.
Payment on Approval	Payment Pitfall	HIGH	Payment contingent on the brand's subjective satisfaction, with no defined criteria, no revision cap, and no deemed-approval timeline.
Overbroad Non-Compete	Non-Compete	HIGH	Non-competes that extend post-termination, cover your entire industry, or would effectively shut down your content business or channel.
Vague Morality Clause	Morality Clause	MEDIUM	One-sided termination rights triggered by the brand's subjective judgment of your conduct — with no objective standard, cure period, or mutual application.
Net-60 / Net-90 Terms	Payment Pitfall	MEDIUM	Payment windows longer than 30 days — Net-60, Net-90, or Net-120. Industry standard for creator partnerships is Net-30 or 50% upfront.
No Kill Fee	Termination Risk	MEDIUM	Termination clauses with short notice and no compensation for work already performed — leaving you exposed if the brand pulls out after production has started.
Unlimited Revisions	Content Control	MEDIUM	No cap on revision rounds, no timeline for approval, and no kill fee if content is ultimately rejected — open-ended unpaid labour.
Name & Likeness Grab	Rights Grab	MEDIUM	Broad grants covering your name, image, and voice — potentially worldwide and in perpetuity — without platform restrictions or AI-generated content carve-outs.
Auto-Renewal Trap	Renewal Trap	MEDIUM	Contracts that renew automatically unless cancelled with long advance notice — especially dangerous when combined with exclusivity clauses.
Vague Deliverables	Scope Creep Risk	CAUTION	Deliverables not defined by platform, format, duration, or quantity — leaving scope open to interpretation and revision requests.
Production Costs Shifted	Payment Pitfall	CAUTION	Requiring the creator to bear all production costs — equipment, travel, editing, music licensing — without reimbursement from the brand.
Unfavorable Jurisdiction	Legal Risk	CAUTION	Mandatory dispute resolution in a distant jurisdiction, binding arbitration, or class action waivers that make enforcing your rights expensive or impossible.

Privacy & TOS — all 7 rules

The privacy and TOS database focuses on the clauses platforms design to be inconspicuous — buried in dense text, framed as standard practice, and rarely flagged by general-purpose readers.

Rule	Category	Severity	What it catches
Data Sold to Third Parties	Data Privacy	HIGH	Language authorising the sale or sharing of your personal data with advertisers, data brokers, or marketing partners — including "affiliated companies" and "trusted partners."
Mandatory Arbitration & Class Waiver	Legal Risk	HIGH	Clauses waiving your right to a jury trial, prohibiting class action participation, or requiring all disputes to be resolved through binding arbitration.
Indefinite Data Retention	Data Privacy	MEDIUM	No defined data retention window — or language retaining data "as long as necessary for business purposes" — leaving your data exposed indefinitely.
Unilateral Terms Changes	Terms Risk	MEDIUM	The right to modify terms at any time and treat continued use as acceptance — potentially changing your agreement materially without meaningful notice.
Platform IP Grant Over Content	Rights Grab	MEDIUM	Platforms granting themselves a broad license to use your posted content — including for advertising, commercial purposes, and AI training — potentially surviving account deletion.
Excessive Data Collection	Data Privacy	MEDIUM	Collection of location, biometric, device, and behavioural data combined across sources to build detailed personal profiles beyond what the service requires.
Government Disclosure	Data Privacy	CAUTION	Broad rights to disclose your data to law enforcement on request — without transparency reporting, warrant canaries, or meaningful user notification requirements.

Using findings in negotiation

A ClauseGuard report is a tool for negotiation, not just a warning system. Here's how to use findings effectively at the table.

Step 1 — Triage by severity and category

Before responding to the other party, read all findings and group them by severity. High Risk findings are your primary concerns — these need resolution before signing. Medium findings are your negotiating agenda. Caution findings are your "nice to have" asks if you have leverage.

Pay attention to patterns: multiple findings in the same category (e.g., three payment-related findings) suggest the contract was written with that area specifically weighted against you. That's a stronger push-back case than isolated clause-by-clause complaints.

Step 2 — Lead with the strongest findings first

In negotiation, starting with your most important asks frames the conversation. If a perpetual IP assignment is your biggest concern, open with that — not the payment terms. Brands often expect negotiation on payment; they may not expect a clear, informed objection to an IP clause, which can shift the dynamic in your favour.

Step 3 — Use the negotiation tips as a starting point

Every finding includes a negotiation tip with specific proposed language. These are starting points, not scripts. Adapt them to your deal, your relationship with the brand, and the relative value of the contract. A $5,000 sponsorship deal and a $50,000 licensing agreement warrant different negotiation intensity.

// Example: Responding to a Perpetual IP Assignment finding

// Instead of:
"I'm not comfortable with the IP clause."

// Say:
"The current IP clause assigns all rights in perpetuity.
We'd like to replace this with a limited-use license:
Brand receives an 18-month, non-exclusive license to use
the Deliverables in paid advertising across [specific platforms].
All other rights remain with Creator."
  

Step 4 — Use the export report

Download the plain-text report and share it with your attorney before responding to the other party. A lawyer reviewing a pre-flagged document with clear findings is faster and cheaper than a cold review from scratch — you've already done the first-pass work.

Don't sign under time pressure. Any brand that won't give you 48–72 hours to review a contract with counsel is a red flag in itself. The urgency is almost always manufactured.
Get changes in writing. Verbal assurances that a clause "won't be enforced" are worthless. Any change you negotiate must be reflected in the signed document — or it doesn't exist.
Know your floor. Decide before negotiating which High Risk findings are dealbreakers vs. things you'd accept with appropriate compensation. Going in with clarity prevents last-minute concessions you'll regret.
Counter in writing. Send your proposed changes as a redlined document or a numbered list of specific requests. Vague pushback ("can we look at the IP section?") gives the other party too much room to offer minimal changes.

Common questions and edge cases

Things that come up frequently when using ClauseGuard — and how to handle them.

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A finding appears on text that seems fine in context

Pattern-based detection can surface findings on language that looks risky in isolation but is limited by surrounding context. Always read the full paragraph around any flagged excerpt before deciding how to respond. The tool shows you the sentence that fired the rule — the paragraph around it may add important qualifications.

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A clause I know is risky didn't surface

ClauseGuard matches against 21 documented patterns. If a risky clause is written using unusual vocabulary, a non-standard structure, or a synonym not in the pattern database, it will not fire. The tool catches what it was trained to catch. For any clause that concerns you — surfaced or not — bring it to a qualified attorney.

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Auto-Detect chose the wrong mode

If your document scores equally on creator and policy signals — or contains domain-specific vocabulary that isn't in the signal list — Auto-Detect may choose incorrectly. The detected mode is shown in a banner as soon as you paste. If it's wrong, click the correct mode button before hitting Analyze. If you're unsure, run the document through both modes sequentially.

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The document is in a language other than English

ClauseGuard's pattern database is English-only. Non-English documents will not produce meaningful findings. For non-English contracts, seek a qualified legal translator and attorney in the relevant jurisdiction.

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No findings — is my contract clean?

Not necessarily. No findings means the document did not match any of the 21 detection patterns. It does not mean the contract is fair or well-drafted. Contracts can be harmful in ways this tool doesn't detect — through omission, ambiguity, or unusual clause constructions. A clean ClauseGuard report is a good first signal, not a green light to sign without review.

Legal glossary

20 terms that appear repeatedly in creator contracts, platform agreements, and legal documents — defined in plain English.

In Perpetuity

Forever. A license or assignment "in perpetuity" has no expiration date.

Irrevocable

Cannot be taken back once granted. An irrevocable license is permanent regardless of what happens to the relationship.

IP (Intellectual Property)

Creative works protected by law: copyrights, trademarks, patents. Your content — videos, scripts, photos, music — is your IP.

Work Made for Hire

A legal classification where the employer automatically owns the copyright — not the person who created the work.

Usage License

Permission to use content under specific conditions and for a defined period — preferable to full IP assignment because you retain ownership.

Sublicense

The right to grant someone else the same rights you were given. Platforms often sublicense your posted content to advertisers.

Kill Fee

Compensation paid if a project is cancelled after work has begun. Protects creators from losing time and production costs when a brand backs out.

Net-30 / Net-60 / Net-90

Payment terms meaning the invoice is due 30, 60, or 90 days after receipt. Net-30 is standard; Net-60 or longer is unfavourable for creators.

Non-Compete

A clause restricting you from working with competitors for a defined period. Enforceable only within reasonable scope — courts increasingly limit overbroad non-competes.

Exclusivity

A restriction preventing you from working with competing brands. Narrow exclusivity (one product, 30 days) is normal; broad exclusivity (whole industry, 12 months) is predatory.

Morality Clause

Allows a brand to terminate the contract if the creator's conduct is deemed harmful to the brand's reputation. One-sided versions — where only the creator is bound — are a significant leverage imbalance.

Indemnify

To compensate for harm or loss. If you indemnify a brand, you agree to cover their legal costs if they're sued because of your content.

Binding Arbitration

A dispute resolution process outside of court. The arbitrator's decision is final and usually cannot be appealed to a regular court.

Class Action Waiver

Prevents you from joining a lawsuit with other affected users — you must sue individually, which is far more expensive and impractical for smaller claims.

Governing Law

Specifies which state or country's laws apply to the contract and where disputes must be litigated. Unfavourable jurisdiction increases your cost to enforce rights.

Representations & Warranties

Legal promises you make by signing the contract. If these are false or you break them, it triggers penalties or termination — regardless of intent.

Deliverable

A specific, agreed-upon piece of content — e.g., "1 × 60-second YouTube video published on or before [date]." Vague deliverables create scope creep.

GDPR

EU General Data Protection Regulation. Gives EU residents rights over their personal data — including the right to deletion, portability, and to object to processing.

CCPA

California Consumer Privacy Act. Gives California residents rights similar to GDPR — including the right to opt-out of data sales and request deletion.

Force Majeure

A clause excusing non-performance due to extraordinary events beyond a party's control. Watch for overly broad definitions that let brands walk away without penalty.

Quick reference cheat sheet

Print this page and keep it nearby when reviewing a new contract.

Creator Contract — High Risk (act before signing)

Exclusivity Trapbroad / long / post-campaign

Perpetual IP Assignment"in perpetuity" / "irrevocable"

Audience Data Transferbrand owns campaign data

Payment on Approvalsubjective satisfaction standard

Overbroad Non-Competeindustry-wide / post-termination

Creator Contract — Medium Risk (negotiate)

Vague Morality Clauseone-sided / subjective / no cure

Net-60 / Net-90ask for Net-30 or 50% upfront

No Kill Feeadd 25–100% tiered kill fee

Unlimited Revisionscap at 2 rounds + deemed approval

Name & Likeness Grablimit platform / duration / AI use

Auto-Renewal Trapdelete or shorten notice window

Creator Contract — Caution (watch & clarify)

Vague Deliverablesdefine platform / format / length / qty

Production Costs Shiftedget written pre-approval + reimbursement

Unfavorable Jurisdictionrequest home jurisdiction or remote arbitration

Privacy / TOS

Data Sold to Third Parties🔴 — look for opt-out / deletion rights

Mandatory Arbitration🔴 — check for 30-day opt-out window

Indefinite Data Retention🟠 — request deletion; invoke GDPR/CCPA

Unilateral Terms Changes🟠 — set alerts for policy update emails

Platform IP Grant🟠 — post only what you're OK losing control of

Excessive Data Collection🟠 — disable unnecessary app permissions

Government Disclosure🟡 — check for transparency reports

Severity Reference

🔴 High RiskAct before signing — these need resolution

🟠 Medium RiskWorth negotiating — know your leverage

🟡 CautionWatch and clarify — context matters

Key Terms at a Glance

In perpetuity= forever

Irrevocable= can never be taken back

Work made for hire= brand owns the copyright

Indemnify= you pay their legal costs

Binding arbitration= no court / no appeal

Class action waiver= you can't join group lawsuits

Kill fee= what you get if they cancel

Net-30= invoice paid in 30 days

Negotiation Principles

Never sign same-dayalways ask for 48–72hrs

Get changes in writingverbal assurances are worthless

Counter in writingnumbered list or redline doc

Triage firstHigh → Medium → Caution

Know your floordecide dealbreakers before you start

Lead with strongest askframes the negotiation in your favour

Tool Controls

Auto-Detectreads document, picks right database

Analyze buttonruns all 21 rules against your text

Click card headerexpands full explanation + tip

Export Reportdownloads plain-text .txt file

Clear buttonresets tool completely

Analyze twicerun both modes on hybrid docs

Know what you'resigning away.