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# legal-requests
SC
Sarah Chen 2:34 PM

@Alef Can you redline this NDA from Acme Corp? Need it back by end of day if possible.

PDF NDA_AcmeCorp_v2.pdf
👀 1

Alef loads your context and instantly gets to work.

alef-agent — zsh — 80×24
~/legal/acme
$ alef process NDA_AcmeCorp_v2.pdf
extracting clauses...
found 24 clauses across 12 pages
loading client context...
✓ acme playbook loaded (14 rules)
✓ 23 past contracts indexed
✓ standard positions: indemnity, IP, non-compete
analyzing §4.2 indemnity...
⚠ non-standard: unlimited liability
↳ playbook: "always cap indemnity at 2x ACV"
→ redlining: cap at 2x contract value
analyzing §7.1 IP assignment...
⚠ overly broad: includes pre-existing IP
↳ playbook: "carve out prior inventions always"
→ redlining: exclude pre-existing IP (Schedule A)
analyzing §9.3 non-compete...
✓ matches standard position — no changes
verifying changes...
✓ §4.2 indemnity cap: consistent
✓ §7.1 IP carve-out: complete
⚠ §9.3 duration: cross-ref mismatch
updated to match §4.2 cap period
✓ verified — ready for review
sending to lawyer for review...
4.2 INDEMNIFICATION

The Receiving Party shall indemnify and hold harmless the Disclosing Party against any and all losses, damages,

liabilities without limitation as to amount or duration

liabilities, capped at 2x the total contract value, for a period not exceeding 24 monthsAgent
7.1 INTELLECTUAL PROPERTY ASSIGNMENT

The Contractor hereby assigns to the Company all right, title, and interest in any intellectual property created

including any pre-existing inventions or works

excluding any pre-existing IP listed in Schedule AAgent
9.3 NON-COMPETE

Neither party shall solicit or hire employees of the other party for a period of 24 months following termination

Alef cross-references your entire policy stack and gets to work.

alef-agent — zsh
~/legal/techstart
$ alef review vendor-agreement-dataflow.pdf
extracting clauses...
found 31 clauses across 18 pages
loading client context...
✓ master services agreement (MSA) loaded
✓ data processing addendum (DPA) loaded
✓ security policy v4.2 loaded
✓ 3 prior vendor agreements indexed
analyzing §6.1 data processing...
⚠ conflict: vendor claims "Worldwide" processing
↳ DPA §3.2 requires: "EU/US only"
→ redlining: restrict to EU/US regions
analyzing §8.4 liability cap...
⚠ conflict: uncapped for data breaches
↳ MSA §12.1: "cap all liability at 3x ACV"
→ redlining: cap at 3x annual contract value
analyzing §11.2 termination...
✓ matches standard position — no changes
verifying cross-document consistency...
✓ §6.1 data residency: aligned with DPA
✓ §8.4 liability cap: aligned with MSA
⚠ §9.1 security: missing SOC 2 requirement
updated to match security policy v4.2
✓ verified — ready for review
sending to lawyer for review...
6.1 DATA PROCESSING

The Vendor shall process Client data in accordance with applicable laws and the terms of this Agreement.

Data may be processed in any region worldwide

EU and US regions only, per DPA §3.2Agent
8.4 LIABILITY

The Vendor's aggregate liability under this Agreement shall not be limited with respect to data breaches,

without limitation as to amount for data breaches

capped at 3x ACV, per MSA §12.1Agent
9.1 SECURITY STANDARDS

The Vendor shall maintain industry-standard security measures including SOC 2 Type II certification and annual penetration testing by qualified third parties.

FINDINGS 3 issues · 2 redlines · 1 update
§6.1 Data Processing CONFLICT

Vendor claims worldwide processing.
DPA §3.2 restricts to EU/US only.

DPA → Redlined
§8.4 Liability Cap CONFLICT

Uncapped liability for data breaches.
MSA §12.1 requires 3x ACV cap.

MSA → Redlined
§9.1 Security Standards MISSING

No SOC 2 requirement specified.
Security Policy v4.2 requires SOC 2
Type II for all data vendors.

SEC POL → Updated
SOURCES CROSS-REFERENCED
Master Services Agreement Data Processing Addendum Security Policy v4.2

A licensed attorney reviews every change. Nothing leaves without a human sign-off.

4.2 INDEMNIFICATION

The Receiving Party shall indemnify and hold harmless the Disclosing Party against any and all losses, damages,

liabilities without limitation as to amount or duration

liabilities, capped at 2x the total contract value Lawyer
7.1 INTELLECTUAL PROPERTY ASSIGNMENT

The Contractor hereby assigns to the Company all right, title, and interest in any intellectual property created

including any pre-existing inventions or works

excluding any pre-existing IP listed in Schedule A

12.1 NON-SOLICITATION

Neither party shall solicit or hire employees of the other party for a period of 24 months following termination

24 months 12 months
4.2 INDEMNIFICATION

The Receiving Party shall indemnify and hold harmless the Disclosing Party against any and all losses, damages,

liabilities without limitation as to amount or duration

liabilities, capped at 3x the total contract value ✎ Amended to 3x
7.1 INTELLECTUAL PROPERTY ASSIGNMENT

The Contractor hereby assigns to the Company all right, title, and interest in any intellectual property created

including any pre-existing inventions or works

excluding any pre-existing IP listed in Schedule A Lawyer
12.1 NON-SOLICITATION

Neither party shall solicit or hire employees of the other party for a period of 24 months following termination

24 months 12 months
4.2 INDEMNIFICATION

The Receiving Party shall indemnify and hold harmless the Disclosing Party against any and all losses, damages,

liabilities without limitation as to amount or duration

liabilities, capped at 3x the total contract value ✎ Amended to 3x
7.1 INTELLECTUAL PROPERTY ASSIGNMENT

The Contractor hereby assigns to the Company all right, title, and interest in any intellectual property created

including any pre-existing inventions or works

excluding any pre-existing IP listed in Schedule A ✓ Accepted
12.1 NON-SOLICITATION

Neither party shall solicit or hire employees of the other party for a period of 24 months following termination

24 months 12 months Lawyer
4.2 INDEMNIFICATION

The Receiving Party shall indemnify and hold harmless the Disclosing Party against any and all losses, damages,

liabilities without limitation as to amount or duration

liabilities, capped at 3x the total contract value ✎ Amended to 3x
7.1 INTELLECTUAL PROPERTY ASSIGNMENT

The Contractor hereby assigns to the Company all right, title, and interest in any intellectual property created

including any pre-existing inventions or works

excluding any pre-existing IP listed in Schedule A ✓ Accepted
12.1 NON-SOLICITATION

Neither party shall solicit or hire employees of the other party for a period of 24 months following termination

24 months 12 months ✓ Accepted

The finished redline lands back in your thread. Ready for execution.

Thread in #legal-requests
SC
Sarah Chen 2:34 PM

Can you redline this NDA from Acme Corp? Need it back by end of day if possible.

PDF NDA_AcmeCorp_v2.pdf
0 replies
Thread in #legal-requests
SC
Sarah Chen 2:34 PM

Can you redline this NDA from Acme Corp? Need it back by end of day if possible.

PDF NDA_AcmeCorp_v2.pdf
1 reply
DK
David Karam Alef Legal 3:12 PM

Hey Sarah — redline's done. Summary:

  • Capped indemnity at 2x contract value
  • Carved out pre-existing IP from assignment
  • Tightened non-solicitation to 12 months
  • 3 other minor cleanup items

All changes tracked in the doc. Let me know if you want to walk through any.

PDF NDA_AcmeCorp_v2_REDLINED.pdf
🙏 1 ⚡ 2

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