Contract Debugger

Find internal inconsistencies, contradictions, undefined terms, and broken cross-references in a contract

Contract Debugger is the QA pass before a contract goes out. It reads the document end-to-end looking for the kinds of problems that are easy to miss on a normal review - terms defined but never used, terms used but never defined, cross-references that point to the wrong section, conflicting provisions, math that does not add up.

When To Use It

• Final review before sending a draft out
• After heavy revisions on a contract that has gone through multiple turns
• Before signing - one last check that nothing was missed
• Diligence on a contract drafted by counterparty’s counsel
• Cleaning up a template that has drifted over many versions

What It Catches

Issue	Example
Undefined terms	”Affiliate” used in Section 4 but never defined
Defined but unused	”Permitted Transferee” defined but never appears outside the definitions
Conflicting provisions	Section 8 says term is 3 years; Section 21 says term is 5 years
Broken cross-references	”Pursuant to Section 12(b)” but Section 12 has no subsection (b)
Inconsistent capitalization	”Confidential Information” vs. “confidential information” used interchangeably
Numbered list gaps	Section 4 jumps from (i) to (iii) - is (ii) missing?
Math errors	Schedule totals do not match clause references
Hanging modifiers	”Subject to the foregoing” - foregoing what?
Inconsistent defined-term variants	”Agreement” and “this Agreement” used differently
Duplicate definitions	Same term defined twice with different language

How It Works

1. Upload the contract

   Drop in a draft or pick one already in your matter.

2. Open Contract Debugger

   Launch the tool from the tools menu.

3. Let the tool run two passes

   A structural pass walks definitions, cross-references, and numbering. A semantic pass looks for conflicts, ambiguity, and math errors.

4. Review issues by severity

   Critical and High issues should be fixed before send-out. Medium and Low are clean-up items.

Ready-to-run prompt

Contract Debugger - find every structural and semantic defect in a draft before send-out.

CopiedCopy prompt

Reading the Output

Each issue includes:

• The issue type (e.g., “Undefined term”)
• The location in the document (section, page, line)
• A quote of the problematic text
• A suggested fix
• A severity rating (Critical, High, Medium, Low)

Severity Levels

Severity	What It Means
Critical	Could materially change interpretation or invalidate a clause
High	Will likely be flagged by counterparty’s counsel
Medium	Poor drafting; should be fixed for clarity
Low	Style and consistency issues

Suggested Fixes

For each issue, the tool drafts a specific fix:

• For undefined terms - a proposed definition or a suggested replacement
• For broken cross-references - the section the reference probably meant to point to
• For conflicts - a recommendation on which provision should control and language to add to resolve

Apply the fix as a markup, export the corrections as a redline, or drop them into your draft manually.

Clause Relationship Analysis

Beyond inconsistencies, the tool maps how clauses relate to each other:

• Which provisions reference which others
• Where dependencies exist (e.g., termination rights tied to specific breach definitions)
• Clauses that are functionally redundant
• Provisions that may be overridden by the integration clause but shouldn’t be

This view helps when you are restructuring a contract or evaluating the impact of changing one clause.

Tips

Run at both natural checkpoints. Once before send-out, once before signature. Each pass catches issues introduced in the round of revisions just before it.

Pair with Contract Review. Debugger catches structural defects; Contract Review catches commercial issues. Together they cover both the form and the substance.

Especially useful on inherited templates. A template that has drifted across many drafts often has defined terms with multiple definitions, cross-references that point to deleted sections, and integration clauses that quietly nullify what other clauses appear to grant. Run Debugger before you commit to a template as your firm’s standard.

Related

Contract Review

Substantive clause-level review against your playbook.

Compare Documents

Diff two versions of a contract to see exactly what changed.

Document Analyst

Ask ad-hoc questions about a document.

Redline Analysis

After Debugger cleans the draft, analyze the counterparty’s tracked changes.