Partnership Proposal — Structured Evaluation

Review this partnership proposal and tell me if we should move forward.

Story Contract

Must deliver:

• List every financial commitment with exact terms, thresholds, and conditional triggers in financial_terms[] — including any volume-based adjustments or clawback mechanisms that modify the headline terms
• Identify all exclusivity or restrictive clauses in restrictive_clauses[], including soft-worded restrictions such as "preferred", "recommended", or "not actively promote" — quote the exact source text for each
• Extract all IP-related terms in ip_terms[] covering ownership, licensing, and sublicensing rights for both Integration Materials and Platform Data — quote the Definitions section verbatim for each item
• List all termination conditions in termination_terms[] including notice periods, early termination costs, and any post-termination obligations with durations and financial impact
• Provide recommendation last, after all term extraction is complete — the recommendation must reference specific flagged terms as evidence

Should deliver:

• Rate each flagged term as high/medium/low risk with a one-line justification
• Identify which terms are unusual or non-standard for integration partnerships
• Suggest specific negotiation points for the highest-risk terms

Acceptance criteria:

• financial_terms[] explicitly identifies the revenue share clawback mechanism — the volume-based reversion from 70/30 to 60/40 below 500 quarterly activations — with the trigger threshold stated
• ip_terms[] identifies joint ownership of Integration Materials AND the irrevocable sublicensing right each party has — must quote the Definitions section ("irrevocable, worldwide, royalty-free license to use, modify, and sublicense")
• ip_terms[] identifies Platform Data joint ownership and the commercial use clause — must note that DataFlow can provide "anonymized insights to third parties" (i.e., sell user behavior data)
• restrictive_clauses[] identifies the "Preferred Partner" non-compete implication — must note this prevents actively promoting competing analytics tools for the full term
• termination_terms[] identifies the early termination cost of $180,000-$240,000 with proration terms
• termination_terms[] identifies the 12-month termination notice period
• termination_terms[] identifies the 18-month post-termination continued revenue share obligation
• All risk fields use exactly one of: high, medium, low
• Output is valid JSON conforming to the output_schema with no extra top-level keys

Output schema: { "financial_terms": [{"term", "details", "conditions", "risk"}], "restrictive_clauses": [{"clause", "source_section", "quoted_text", "implication", "risk"}], "ip_terms": [{"area", "ownership", "licensing", "quoted_text", "risk"}], "termination_terms": [{"term", "details", "financial_impact", "risk"}], "risk_summary": {"overall_risk", "high_risk_count", "critical_concerns": []}, "recommendation": {"proceed": bool, "confidence", "rationale", "negotiation_points": []} }