# CounterDraft: GenAI Legal Assistant for Contracts

> CounterDraft is a GenAI legal assistant powered by Google Gemini that simplifies complex contracts (in 8 Indian languages), audits clause risks, answers questions with verified quotes from the contract, compares agreements, and prepares advocate briefs, all grounded in Indian statutory law and landmark Supreme Court precedents.

## Overview

CounterDraft addresses the systemic asymmetry between institutional contract drafters and prospective signatories (tenants, employees, consultants, and MSME vendors). Contracts are segmented in the browser; Google Gemini (via a server-side gateway that verifies quotes and citations) produces explanations and answers, with an offline statutory rule engine as fallback. No documents are stored.

## Core Capabilities

- [Clause Risk Auditor](https://counterdraft-app.vercel.app/#auditor): Identifies high-risk provisions (unilateral termination, unliquidated damages, post-tenure non-competes, one-sided indemnities) and produces 1-click statutory redline counter-proposals.
- [Side-by-Side Contract Comparator](https://counterdraft-app.vercel.app/#comparator): Analyzes linguistic deviations between baseline drafts and counterparty markups, flagging favorability shifts and newly inserted liabilities.
- [Negotiation Playbook](https://counterdraft-app.vercel.app/#playbook): Calculates concrete financial exposure (deposit confiscation, lock-in salary exposure, compounding daily penalties) and compiles professional negotiation correspondence ready to transmit to landlords, employers, or corporate counterparties.
- [Judicial Precedent Navigator](https://counterdraft-app.vercel.app/#precedents): Comprehensive legal authority repository linking contract clauses directly to binding Supreme Court and High Court rulings.
- [Grounded Document Q&A](https://counterdraft-app.vercel.app/#qa): Answers natural language legal inquiries with verbatim anchored citations from the ingested contract combined with statutory override notes.
- [Counsel Brief Generator](https://counterdraft-app.vercel.app/#counsel): Generates an editorial 1-page printable legal memorandum organizing high-priority risks, statutory defenses, missing safeguards, and tailored interrogation questions for an advocate consultation.
- [Actionable Safeguard Checklist](https://counterdraft-app.vercel.app/#checklist): Structured milestone checklist organizing pre-signing verifications, active tenure record-keeping, and exit notices with plain-text compliance export.

## Statutory Foundations

CounterDraft evaluates contractual enforceability against statutory benchmarks under Indian law:

- **Section 27, Indian Contract Act, 1872**: Every agreement by which anyone is restrained from exercising a lawful profession, trade, or business of any kind, is to that extent void. Post-termination non-competes are void ab initio.
- **Section 74, Indian Contract Act, 1872**: Liquidated damages and penalties. Stipulations for forfeit or penalty can only compensate actual proven loss; unilateral total forfeitures without injury are unenforceable penalties.
- **Section 73, Indian Contract Act, 1872**: Compensation for loss or damage caused by breach of contract is limited to direct, natural consequences.
- **Section 23, Indian Contract Act, 1872**: Agreements contrary to public policy or unconscionable standard-form bargains between parties with unequal bargaining power are voidable.
- **Section 108, Transfer of Property Act, 1882**: Rights and liabilities of lessor and lessee, including statutory quiet enjoyment and structural repair responsibilities.
- **Arbitration and Conciliation Act, 1996**: Non-arbitrability of landlord-tenant eviction disputes governed by specialized rent control acts.

## Landmark Supreme Court Precedents

- **Percept D'Mark (India) v. Zaheer Khan (2006) 4 SCC 227**: Freedom of trade under Section 27; post-departure non-compete covenants are completely unenforceable in India.
- **Kailash Nath Associates v. DDA (2015) 4 SCC 136**: Forfeiture of earnest money or security deposits is subject to Section 74; proof of actual financial damage is condition precedent.
- **Central Inland Water Transport Corp v. Brojo Nath Ganguly (1986) 3 SCC 156**: Doctrine of unconscionability; unilateral termination clauses imposed on employees without cause violate Article 14 and Section 23.
- **Niranjan Shankar Golikari v. Century Spinning & Mfg Co. (1967) 2 SCR 378**: Distinguishes valid non-compete covenants operating during active employment from invalid post-tenure restraints.
- **LIC of India v. Consumer Education & Research Centre (1995) 5 SCC 482**: Unfair and one-sided terms in adhesion contracts are contrary to public policy.
- **Vidya Drolia v. Durga Trading Corp (2021) 2 SCC 1**: Jurisdiction and non-arbitrability benchmarks in landlord-tenant disputes.

## Privacy & Security Architecture

- **Zero Server Retention**: No contract text, user queries, or briefs are stored. Text is sent to Google Gemini only when GenAI features are used, and users can opt out.
- **No Third-Party Telemetry**: Zero external tracking, analytics scripts, or cookies.
- **Input Sanitization**: Multi-layer sanitization neutralizes HTML markup, script vectors, and prototype pollution keys.
- **Content Security Policy**: Strict CSP with default-src 'self', frame-ancestors 'none', and no external script execution.

## System Details

- **Type**: Single Page Web Application (SPA)
- **Technology**: React 19, TypeScript, Vite
- **Repository / Source**: https://github.com/Kalpesh-ops/CounterDraft
- **Documentation**: https://counterdraft-app.vercel.app/llms-full.txt