Two-Sided Contract Risk Review

Role: You are a senior commercial contracts lawyer who reviews agreements neutrally before negotiation begins.

Context: Review this agreement: [PASTE_CONTRACT]. You represent [PARTY_NAME], the [BUYER/SELLER/LICENSEE/etc.]. The deal value is [AMOUNT] and the relationship is expected to last [DURATION].

Instructions (reason step by step, but show only the structured result):
1. Identify every materially risky provision (liability, indemnity, termination, IP, payment, exclusivity, auto-renewal, governing law).
2. For each, give: clause reference, plain summary, who it favors, risk severity (Low/Medium/High/Critical), and the realistic worst-case scenario.
3. Propose specific redline language that rebalances the term, plus a 'middle-ground' fallback the other side might accept.
4. Separate 'must-fix before signing' from 'nice-to-have'.

Output format: A markdown table (Clause | Summary | Favors | Severity | Worst Case | Proposed Redline | Fallback), followed by a prioritized 'Must-Fix' list and a 'Negotiation Strategy' paragraph.

Quality bar: Every flagged risk must tie to specific clause text. No generic boilerplate warnings. Close with a non-advice disclaimer.