# How does Counteroffer review contracts?

> Counteroffer · Answers · severance
> Source: https://trycounteroffer.com/answers/how-does-counteroffer-review-contracts


**Short answer:** Counteroffer uses AI trained on attorney-drafted contracts plus a curated rubric of negotiables and market benchmarks to generate a structured contract review. A human reviewer audits the AI output before delivery. The process: upload your document and context, our model runs through the rubric, human review catches errors, and you receive a PDF report in 24 hours with flagged issues, market benchmarks, cited authority, and counter language ready to send back.

## The process, step by step

**Step 1: Intake.** You complete a form with your specific situation: role, tenure, state, company stage, age (for ADEA), priorities, deadlines, and any context that matters. You upload your severance agreement and any attached documents.

**Step 2: Document processing.** The system stores your document securely and extracts the text content. PDFs are processed directly; DOCX files have their text extracted via standard libraries.

**Step 3: AI analysis.** The AI runs your document against our severance rubric, which covers:

- Cash severance multiplier and benchmark
- Pro-rated bonus and commission treatment
- Healthcare bridge (COBRA continuation)
- Equity acceleration and treatment
- Stock option exercise window
- Release language and required carve-outs (SEC whistleblower, ADEA, NLRA, etc.)
- Restrictive covenants (non-compete, non-solicit, confidentiality)
- Non-disparagement and reference language
- Indemnification (for officers)
- Procedural compliance (OWBPA for employees 40+)

For each negotiable item, the AI identifies the verbatim clause, plain-English explanation, market benchmark, severity (red/yellow/green), and recommended counter.

**Step 4: Human review.** A reviewer audits the AI output before delivery:

- Verifies clause excerpts match the document
- Confirms benchmarks are appropriate for your situation
- Catches any AI errors or omissions
- Adjusts severity ratings based on case-specific judgment
- Flags items that need escalation to attorney consultation

**Step 5: PDF delivery.** The reviewed report is delivered to your email as a PDF. The format is consistent: cover page, summary box, issue cards in priority order, action plan, sources cited.

## What the rubric covers

The Counteroffer rubric is a structured set of categories the AI walks through for every review. For severance, it includes:

- 40+ specific clauses commonly found in severance agreements
- Market benchmark data by role, tenure, company stage, and state
- Required federal and state carve-outs
- Industry-specific considerations (tech vs finance vs healthcare)
- OWBPA compliance check for employees 40+
- Specific recommendations for each clause type

The rubric is updated regularly based on case law developments, statutory changes (like the 2024 California amendments to non-compete law), and patterns we see in reviews.

## What we don't do

- We don't represent you in negotiation. We provide analysis and recommendations; you execute the negotiation.
- We don't communicate with your employer. Your employer doesn't know you used a review service.
- We don't provide legal advice. Counteroffer is a contract analysis service, not a law firm.
- We don't store your document past 30 days. Documents are deleted from active systems within 30 days of delivery.
- We don't share, sell, or use your document for anything outside of your review.

## Quality control

Two layers of quality control:

**AI accuracy.** The AI model is trained on attorney-drafted contracts and our specific rubric. It's tested against benchmark reviews for accuracy on specific categories.

**Human audit.** Every review is reviewed by a human before delivery. The human verifies clause excerpts, benchmark applicability, and recommendation specificity.

**Refund policy.** If we miss a material issue that your attorney catches, we refund in full. No questions, no friction.

## Confidentiality

Your document is:

- Processed in an encrypted environment
- Accessed only by reviewers under confidentiality obligations
- Stored on our infrastructure separate from any third party
- Deleted from active systems within 30 days
- Never shared, sold, or used for purposes other than your review

The confidentiality of your situation is fundamental to the service. If you have specific concerns about confidentiality (e.g., handling a high-profile situation), email hello@trycounteroffer.com to discuss arrangements.

## What to do next

If you want a delivered review of your specific severance agreement, see [Severance Review](https://trycounteroffer.com/severance). The same process applies to [Offer Review](https://trycounteroffer.com/offer) and [Non-Compete Review](https://trycounteroffer.com/non-compete) with appropriate rubrics for each.

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## Related answers
- [Severance review service - what it is and how it works](https://trycounteroffer.com/answers/severance-review-service)
- [Is AI severance review reliable?](https://trycounteroffer.com/answers/is-ai-severance-review-reliable)
- [Counteroffer vs ChatGPT for contract review](https://trycounteroffer.com/answers/counteroffer-vs-chatgpt)

## Get your contract reviewed
If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/severance.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

_Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice._