FRAIM
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AI Legal Counsel

Contracts reviewed.
IP protected. Compliance filed.

CELiA reviews contracts for hidden risk, drafts multi-party NDAs, and files provisional patents — so your legal work gets done before the deadline, not after.

Selected Work

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Contract Intelligence
47-page SaaS contract. Key risks in 20 minutes.
FRAIM · contract-review-analysis · fraim/ai-employee/jobs/
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A startup was about to sign a 3-year enterprise SaaS contract worth $480K ARR. The contract was 47 pages. Their only lawyer charged $650/hour. The CEO was going to sign without review to save money.
Why legal review gets skipped
Most startup founders skip legal review on contracts under $500K because the cost-benefit feels wrong — a $2,000 review on a $480K deal sounds reasonable, but when the deal is already 90% closed and the lawyer takes a week, it just doesn't happen. The risk is hidden in boilerplate that looks standard but isn't.
What CELiA Can Build
CELiA analyzed the 47-page contract in 20 minutes: flagged a data processing clause that assigned full GDPR liability to the vendor; identified an auto-renewal clause locking in a 25% price increase unless canceled 90 days before renewal; noted that the IP assignment clause would have transferred ownership of any custom integrations to the enterprise customer; and proposed specific redline language for all three issues.
Possible Outcome
CELiA's contract redline analysis can typically get 2 of 3 flagged issues accepted in negotiation, including auto-renewal clauses capped at 5%. Over a 3-year term, this kind of review can avoid an estimated $120K in liability exposure and $48K in unexpected pricing increases.
Live Artifact — Contract Review Redlines
Contract Review — Enterprise SaaS Agreement 2/3 accepted · $168K risk avoided
🔴 HIGH RISK
§12.3 Data Processing Liability
Clause assigns full GDPR liability to vendor. Standard practice assigns to the data controller (customer). Proposed redline: mutual liability, pro-rated by party's contribution to the breach.
🟠 MEDIUM RISK
§8.1 Auto-Renewal Pricing
Auto-renews with 25% price increase if not canceled 90 days prior. Redline: cap at 5% CPI-indexed increase. Accepted.
🟡 LOW-MEDIUM RISK
§14.2 Custom Integration IP
Transfers ownership of custom integrations to customer. Redline: vendor retains ownership, grants perpetual license. Accepted.
📎 Source: FRAIM · contract-review-analysis · fraim/ai-employee/jobs/contract-review-analysis.md
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IP Protection
3-party NDA. Drafted. Signed. 2 hours.
FRAIM · nda-creation · fraim/ai-employee/jobs/
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A startup needed a mutual NDA for a partnership discussion involving three parties across two countries — US and UK — before they could share technical roadmap details.
Why standard templates fail
Multi-party, multi-jurisdiction NDAs are not routine. Most NDA templates are bilateral and US-only. The specific requirements — mutual confidentiality, UK law compliance, 3-party signature block, carve-out for regulatory disclosure — meant the standard template wouldn't work without modification.
What CELiA Can Build
CELiA drafted the 3-party mutual NDA: dual-law governing clause (Delaware for US entities, English law for UK entity), defined "Confidential Information" to include technical roadmaps explicitly, added a specific carve-out for regulatory disclosure requiring prior notice to the other parties, and structured the signature block for DocuSign routing to all three parties in sequence.
Possible Outcome
CELiA can draft a multi-party NDA ready for DocuSign within hours — enabling partnership discussions to start the same day. Cross-border deals that might otherwise wait days for legal review can often close the paperwork formalities before the conversation even begins.
Live Artifact — NDA Document Preview
Mutual Non-Disclosure Agreement
Parties: [Company A] (Delaware Corporation) · [Company B] (Delaware Corporation) · [Company C] (England and Wales)
§2 — Key Clause Excerpt
"§2 CONFIDENTIAL INFORMATION includes, without limitation, technical roadmaps, product development plans, source code, customer lists, financial projections, and any information designated as confidential in writing by the disclosing party. Disclosure required by applicable law or regulation shall be permitted only upon prior written notice to the non-disclosing parties with reasonable opportunity to seek a protective order."
Signature Block
[Company A] (Delaware)
Authorized Signatory
[Company B] (Delaware)
Authorized Signatory
[Company C] (England & Wales)
Authorized Signatory
✓ Executed via DocuSign — May 19, 2026 14:32 UTC
📎 Source: FRAIM · nda-creation · fraim/ai-employee/jobs/nda-creation.md
⚖️
IP Strategy
Patent filed before the conference talk
FRAIM · provisional-patent-application-creation · fraim/ai-employee/jobs/
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A technical founder had invented a novel method for real-time multi-agent task orchestration and was speaking at a conference in 12 days. Speaking publicly before filing a patent waives rights in some jurisdictions.
The filing window problem
Provisional patent applications (PPAs) give 12 months of "patent pending" status at low cost — but they require a written description of the invention, drawings, and claims specific enough to support the eventual full application. Most founders either file nothing and lose rights, or spend $5,000–$15,000 on a patent attorney.
What CELiA Can Build
CELiA drafted the provisional patent application: wrote the technical description of the orchestration method with sufficient specificity to support claims, drafted 3 independent claims covering the core innovation (task decomposition, parallel dispatch, conflict resolution protocol), created flowchart drawings of the method, and prepared the USPTO filing packet (cover sheet, application, drawings, fee calculation).
Possible Outcome
CELiA can prepare a provisional patent application within days of a conference deadline. The resulting draft can typically serve as 95% of what a patent attorney would charge $12,000 to produce — reducing the final review to 1 hour of attorney time. A well-prepared PPA filed this way often proceeds to non-provisional approval within 2 years.
Live Artifact — Patent Application Summary
US Provisional Patent Application Patent Pending · 12-month protection window
Filing Date May 10, 2026
Status Filed
USPTO Confirmation # 73849201
Title of Invention: "Method and System for Real-Time Multi-Agent Task Orchestration with Conflict Resolution"
Claims Preview
1. A method for decomposing a complex task into parallelizable sub-tasks, comprising: identifying inter-task dependencies; dispatching independent sub-tasks to specialized agents; monitoring for conflicts arising from concurrent execution; and applying a deterministic conflict resolution protocol to produce a consistent combined result.
2. The method of claim 1, wherein conflict resolution comprises: assigning priority weights to agent outputs based on task domain confidence scores; and applying a weighted merge operation to conflicting state updates.
3. A system implementing the method of claim 1, comprising: an orchestration controller; a dependency graph resolver; a plurality of specialized agent runtimes; and a conflict arbitration module.
📎 Source: FRAIM · provisional-patent-application-creation · fraim/ai-employee/jobs/provisional-patent-application.md