You're reviewing US contracts from offshore - one missed clause can sink the deal.
Arendly helps in-house counsel at software agencies spot US jurisdiction traps, indemnity bombs, and one-sided liability clauses - so you can negotiate confidently without hiring US lawyers for every agreement.
The bind in-house counsel face with US contracts
US contracts are written for US parties and US courts. You're licensed elsewhere, buried in MSAs and SOWs, and expected to "just handle legal" without a clear playbook.
Volume overwhelm and review fatigue
You're expected to turn NDAs and vendor contracts around quickly, while also handling a handful of complex MSAs. Reviewing everything line-by-line is unrealistic - yet one missed clause can create long-term exposure.
How Arendly helps
- Auto-triages high-volume documents: standard NDAs and low-stakes SOWs get a quick, structured review.
- Flags high-risk contracts for deeper analysis (e.g., uncapped liability, aggressive indemnity, missing non-solicit).
- Lets you spend time where your judgment is most valuable.
US commercial "gotchas" you weren't trained for
Your training didn't include US SaaS indemnification norms or work-for-hire quirks. A clause that looks standard may hide uncapped exposure, missing caps, or an early IP transfer that kills your leverage if the client stops paying.
How Arendly helps
- Breaks down indemnity, limitation of liability, IP assignment, and non-solicitation in plain English.
- Maps the clause to your playbook rules and highlights what's missing or unusually risky (with citations).
- Highlights where the draft is unusually aggressive against your agency (with citations).
Negotiation leverage trap
You mark up 15 clauses on the customer's template. They reply, "We don't negotiate legal." Your CEO wants the revenue; your instincts say the risk profile is wrong.
How Arendly helps
- Classifies issues into High impact, Trade-offs, and Low impact - so you don't overcorrect.
- Shows which redlines are worth pushing vs positions you can trade away with confidence.
- Gives you negotiation-ready fallback language you can use in real trade-offs (upgrade).
Jurisdiction anxiety
You're licensed in your home country, but today's MSA is governed by New York or Delaware law. You know the labels, not the practical consequences for an offshore agency defending itself in a US dispute.
How Arendly helps
- Flags risky governing-law + venue combinations that create real exposure.
- Explains what that means in practice for an offshore defendant.
- Suggests more balanced options like arbitration or neutral venues you can propose in negotiation.
Upload → Triage → Redline
Upload
Upload an MSA, SOW, or NDA
Triage
Get prioritized risks with clause citations + "why flagged"
Redline
Upgrade for redlines, export, and negotiation-ready language
See your top 5 risks free
Your US contract translator
Every clause US counsel takes for granted can be a blind spot when you're reading it from a different jurisdiction. Arendly translates "legalese" into business-critical context for offshore agencies.
Example: Indemnification
What the contract says
"Vendor shall defend, indemnify, and hold harmless Customer from and against any and all claims, damages, losses, and expenses arising out of or related to the Services."
What it actually means for your agency
If anyone sues your customer over work connected to your code, you may be on the hook for their legal fees and settlements - potentially before fault is even established.
Why this is risky
Combined with broad governing law and venue, this can expose a small agency to open-ended US litigation costs, far exceeding contract value.
How Arendly helps
- Labels whether indemnity is unusually broad or uncapped.
- Points out if duty to defend is included and how that shifts cost.
- Proposes narrower, market-typical wording (e.g., limiting to third-party IP claims and capping exposure).
Example: Limitation of liability
What the contract says
"Vendor's liability is limited to the fees paid under this Agreement in the twelve (12) months preceding the claim. This limitation shall not apply to Vendor's indemnity obligations."
What it actually means
Your liability is capped - except exactly where it tends to be largest: indemnity claims.
How Arendly helps
- Shows that the carve-out effectively removes the cap for key risks.
- Suggests alternative language (e.g., a separate cap for indemnity, still linked to contract value).
Know which battles to fight (and which to let go)
You won't get a perfect contract. Use a principled hierarchy for negotiation - based on deal context and risk.
Examples vary by contract type (MSA vs SOW), leverage, and delivery model.
Must-have
(deal-breakers if absent - protect cashflow, IP, and exposure)
- Payment & acceptance you can actually enforce (no "sole discretion" acceptance traps)
- Liability that won't wipe out your margin (clear cap + carve-outs aligned to the deal)
- IP terms that match how agencies deliver (background tools vs client deliverables)
- Termination protections for non-payment or breach (so you're not trapped delivering for free)
Flagged as High impact because these can materially change business outcome.
Strong preferences
(push hard, but can trade off depending on leverage)
- More neutral dispute path (venue/arbitration choices that don't automatically favor one side)
- Narrower indemnities (clearly scoped to realistic risks, not "everything imaginable")
- Objective performance standards (clear SLA/acceptance criteria + remediation path)
- Change control clarity (prevents scope creep without blocking delivery)
Marked as Trade-offs with suggested fallback options you can use in negotiation.
Nice-to-haves
(safe to leave as drafted - low impact on actual risk)
- Minor wording cleanups in reps & warranties that don't change scope materially
- Non-essential process language your business can live with
- Operational details you already comply with in practice (reporting cadence, notices, etc.)
Labeled Low impact to help you save negotiation time for what matters.
Features built for in-house counsel
Move faster without losing rigor - every finding is tied to a clause citation.
Triage at scale
Review NDAs, MSAs, and SOWs in minutes. Get a prioritized list of issues before you dive deep.
- Fast first-pass risk scan
- Clause citations for every flag
- "What to review next" guidance
Prioritize negotiation
Know what to fight for (and what to let go). Separate must-haves from preferences.
- Must-have / Strong preference / Nice-to-have
- Business impact ranking
- Negotiation leverage notes
Draft & redline faster
Generate negotiation-ready edits with fallback language you can actually use.
- Suggested redlines (upgrade)
- Alternative clause options
- Client-friendly mitigation wording
Align with the business
Turn legal risk into decisions ops teams can act on - without legal jargon.
- Plain-English summaries
- Action steps for delivery teams
- Exportable brief for stakeholders
Why in-house lawyers trust Arendly
Arendly has been used on hundreds of US-governed contracts for offshore software agencies, helping in-house lawyers reduce exposure while preserving deal momentum.
“I finally have a structured way to say 'these three clauses are worth escalating' instead of redlining everything or nothing. It's helped me give the business clearer, more defensible advice on US contracts.”
In-House Counsel
Software Agency, India
“On a large US MSA, Arendly pointed out that indemnity was uncapped and the limitation of liability didn't apply to it. That became the focus of the negotiation, and we got a cap that matched our actual risk appetite.”
Legal Director
Development Studio, Poland
“I used to spend hours on repetitive NDA review and still worry about missing something. Now I let Arendly clear the routine work and only dive in when it flags high-risk items.”
General Counsel
Offshore Agency, Brazil
Not legal advice. Legal context that makes you faster and safer.
Arendly doesn't replace you or outside US counsel. It gives you structure, benchmarks, and explanations so you can:
- Focus your judgment on the clauses that actually matter.
- Decide when it's worth bringing in external US counsel.
- Explain risks to non-legal stakeholders in language they understand.
You remain the lawyer of record. Arendly makes you harder to replace and easier to trust.
Ready to scan your next US contract?
Upload a US MSA or SOW you're working on right now. See the top risks for your agency and how similar vendors negotiate them.