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SubscribeTowards Mitigating Perceived Unfairness in Contracts from a Non-Legal Stakeholder's Perspective
Commercial contracts are known to be a valuable source for deriving project-specific requirements. However, contract negotiations mainly occur among the legal counsel of the parties involved. The participation of non-legal stakeholders, including requirement analysts, engineers, and solution architects, whose primary responsibility lies in ensuring the seamless implementation of contractual terms, is often indirect and inadequate. Consequently, a significant number of sentences in contractual clauses, though legally accurate, can appear unfair from an implementation perspective to non-legal stakeholders. This perception poses a problem since requirements indicated in the clauses are obligatory and can involve punitive measures and penalties if not implemented as committed in the contract. Therefore, the identification of potentially unfair clauses in contracts becomes crucial. In this work, we conduct an empirical study to analyze the perspectives of different stakeholders regarding contractual fairness. We then investigate the ability of Pre-trained Language Models (PLMs) to identify unfairness in contractual sentences by comparing chain of thought prompting and semi-supervised fine-tuning approaches. Using BERT-based fine-tuning, we achieved an accuracy of 84% on a dataset consisting of proprietary contracts. It outperformed chain of thought prompting using Vicuna-13B by a margin of 9%.
Agent Behavioral Contracts: Formal Specification and Runtime Enforcement for Reliable Autonomous AI Agents
Traditional software relies on contracts -- APIs, type systems, assertions -- to specify and enforce correct behavior. AI agents, by contrast, operate on prompts and natural language instructions with no formal behavioral specification. This gap is the root cause of drift, governance failures, and frequent project failures in agentic AI deployments. We introduce Agent Behavioral Contracts (ABC), a formal framework that brings Design-by-Contract principles to autonomous AI agents. An ABC contract C = (P, I, G, R) specifies Preconditions, Invariants, Governance policies, and Recovery mechanisms as first-class, runtime-enforceable components. We define (p, delta, k)-satisfaction -- a probabilistic notion of contract compliance that accounts for LLM non-determinism and recovery -- and prove a Drift Bounds Theorem showing that contracts with recovery rate gamma > alpha (the natural drift rate) bound behavioral drift to D* = alpha/gamma in expectation, with Gaussian concentration in the stochastic setting. We establish sufficient conditions for safe contract composition in multi-agent chains and derive probabilistic degradation bounds. We implement ABC in AgentAssert, a runtime enforcement library, and evaluate on AgentContract-Bench, a benchmark of 200 scenarios across 7 models from 6 vendors. Results across 1,980 sessions show that contracted agents detect 5.2-6.8 soft violations per session that uncontracted baselines miss entirely (p < 0.0001, Cohen's d = 6.7-33.8), achieve 88-100% hard constraint compliance, and bound behavioral drift to D* < 0.27 across extended sessions, with 100% recovery for frontier models and 17-100% across all models, at overhead < 10 ms per action.
A Trace-Based Assurance Framework for Agentic AI Orchestration: Contracts, Testing, and Governance
In Agentic AI, Large Language Models (LLMs) are increasingly used in the orchestration layer to coordinate multiple agents and to interact with external services, retrieval components, and shared memory. In this setting, failures are not limited to incorrect final outputs. They also arise from long-horizon interaction, stochastic decisions, and external side effects (such as API calls, database writes, and message sends). Common failures include non-termination, role drift, propagation of unsupported claims, and attacks via untrusted context or external channels. This paper presents an assurance framework for such Agentic AI systems. Executions are instrumented as Message-Action Traces (MAT) with explicit step and trace contracts. Contracts provide machine-checkable verdicts, localize the first violating step, and support deterministic replay. The framework includes stress testing, formulated as a budgeted counterexample search over bounded perturbations. It also supports structured fault injection at service, retrieval, and memory boundaries to assess containment under realistic operational faults and degraded conditions. Finally, governance is treated as a runtime component, enforcing per-agent capability limits and action mediation (allow, rewrite, block) at the language-to-action boundary. To support comparative evaluations across stochastic seeds, models, and orchestration configurations, the paper defines trace-based metrics for task success, termination reliability, contract compliance, factuality indicators, containment rate, and governance outcome distributions. More broadly, the framework is intended as a common abstraction to support testing and evaluation of multi-agent LLM systems, and to facilitate reproducible comparison across orchestration designs and configurations.
LAW: Legal Agentic Workflows for Custody and Fund Services Contracts
Legal contracts in the custody and fund services domain govern critical aspects such as key provider responsibilities, fee schedules, and indemnification rights. However, it is challenging for an off-the-shelf Large Language Model (LLM) to ingest these contracts due to the lengthy unstructured streams of text, limited LLM context windows, and complex legal jargon. To address these challenges, we introduce LAW (Legal Agentic Workflows for Custody and Fund Services Contracts). LAW features a modular design that responds to user queries by orchestrating a suite of domain-specific tools and text agents. Our experiments demonstrate that LAW, by integrating multiple specialized agents and tools, significantly outperforms the baseline. LAW excels particularly in complex tasks such as calculating a contract's termination date, surpassing the baseline by 92.9% points. Furthermore, LAW offers a cost-effective alternative to traditional fine-tuned legal LLMs by leveraging reusable, domain-specific tools.
Classifying Norm Conflicts using Learned Semantic Representations
While most social norms are informal, they are often formalized by companies in contracts to regulate trades of goods and services. When poorly written, contracts may contain normative conflicts resulting from opposing deontic meanings or contradict specifications. As contracts tend to be long and contain many norms, manually identifying such conflicts requires human-effort, which is time-consuming and error-prone. Automating such task benefits contract makers increasing productivity and making conflict identification more reliable. To address this problem, we introduce an approach to detect and classify norm conflicts in contracts by converting them into latent representations that preserve both syntactic and semantic information and training a model to classify norm conflicts in four conflict types. Our results reach the new state of the art when compared to a previous approach.
AI-assisted German Employment Contract Review: A Benchmark Dataset
Employment contracts are used to agree upon the working conditions between employers and employees all over the world. Understanding and reviewing contracts for void or unfair clauses requires extensive knowledge of the legal system and terminology. Recent advances in Natural Language Processing (NLP) hold promise for assisting in these reviews. However, applying NLP techniques on legal text is particularly difficult due to the scarcity of expert-annotated datasets. To address this issue and as a starting point for our effort in assisting lawyers with contract reviews using NLP, we release an anonymized and annotated benchmark dataset for legality and fairness review of German employment contract clauses, alongside with baseline model evaluations.
Trustless Machine Learning Contracts; Evaluating and Exchanging Machine Learning Models on the Ethereum Blockchain
Using blockchain technology, it is possible to create contracts that offer a reward in exchange for a trained machine learning model for a particular data set. This would allow users to train machine learning models for a reward in a trustless manner. The smart contract will use the blockchain to automatically validate the solution, so there would be no debate about whether the solution was correct or not. Users who submit the solutions won't have counterparty risk that they won't get paid for their work. Contracts can be created easily by anyone with a dataset, even programmatically by software agents. This creates a market where parties who are good at solving machine learning problems can directly monetize their skillset, and where any organization or software agent that has a problem to solve with AI can solicit solutions from all over the world. This will incentivize the creation of better machine learning models, and make AI more accessible to companies and software agents.
Semantic Sleuth: Identifying Ponzi Contracts via Large Language Models
Smart contracts, self-executing agreements directly encoded in code, are fundamental to blockchain technology, especially in decentralized finance (DeFi) and Web3. However, the rise of Ponzi schemes in smart contracts poses significant risks, leading to substantial financial losses and eroding trust in blockchain systems. Existing detection methods, such as PonziGuard, depend on large amounts of labeled data and struggle to identify unseen Ponzi schemes, limiting their reliability and generalizability. In contrast, we introduce PonziSleuth, the first LLM-driven approach for detecting Ponzi smart contracts, which requires no labeled training data. PonziSleuth utilizes advanced language understanding capabilities of LLMs to analyze smart contract source code through a novel two-step zero-shot chain-of-thought prompting technique. Our extensive evaluation on benchmark datasets and real-world contracts demonstrates that PonziSleuth delivers comparable, and often superior, performance without the extensive data requirements, achieving a balanced detection accuracy of 96.06% with GPT-3.5-turbo, 93.91% with LLAMA3, and 94.27% with Mistral. In real-world detection, PonziSleuth successfully identified 15 new Ponzi schemes from 4,597 contracts verified by Etherscan in March 2024, with a false negative rate of 0% and a false positive rate of 0.29%. These results highlight PonziSleuth's capability to detect diverse and novel Ponzi schemes, marking a significant advancement in leveraging LLMs for enhancing blockchain security and mitigating financial scams.
Synthesis of Sound and Precise Leakage Contracts for Open-Source RISC-V Processors
Leakage contracts have been proposed as a new security abstraction at the instruction set architecture level. Leakage contracts aim to capture the information that processors may leak via microarchitectural side channels. Recently, the first tools have emerged to verify whether a processor satisfies a given contract. However, coming up with a contract that is both sound and precise for a given processor is challenging, time-consuming, and error-prone, as it requires in-depth knowledge of the timing side channels introduced by microarchitectural optimizations. In this paper, we address this challenge by proposing LeaSyn, the first tool for automatically synthesizing leakage contracts that are both sound and precise for processor designs at register-transfer level. Starting from a user-provided contract template that captures the space of possible contracts, LeaSyn automatically constructs a contract, alternating between contract synthesis, which ensures precision based on an empirical characterization of the processor's leaks, and contract verification, which ensures soundness. Using LeaSyn, we automatically synthesize contracts for six open-source RISC-V CPUs for a variety of contract templates. Our experiments indicate that LeaSyn's contracts are sound and more precise (i.e., represent the actual leaks in the target processor more faithfully) than contracts constructed by existing approaches.
Learning Optimal Contracts: How to Exploit Small Action Spaces
We study principal-agent problems in which a principal commits to an outcome-dependent payment scheme -- called contract -- in order to induce an agent to take a costly, unobservable action leading to favorable outcomes. We consider a generalization of the classical (single-round) version of the problem in which the principal interacts with the agent by committing to contracts over multiple rounds. The principal has no information about the agent, and they have to learn an optimal contract by only observing the outcome realized at each round. We focus on settings in which the size of the agent's action space is small. We design an algorithm that learns an approximately-optimal contract with high probability in a number of rounds polynomial in the size of the outcome space, when the number of actions is constant. Our algorithm solves an open problem by Zhu et al.[2022]. Moreover, it can also be employed to provide a mathcal{O}(T^{4/5}) regret bound in the related online learning setting in which the principal aims at maximizing their cumulative utility, thus considerably improving previously-known regret bounds.
ContractNLI: A Dataset for Document-level Natural Language Inference for Contracts
Reviewing contracts is a time-consuming procedure that incurs large expenses to companies and social inequality to those who cannot afford it. In this work, we propose "document-level natural language inference (NLI) for contracts", a novel, real-world application of NLI that addresses such problems. In this task, a system is given a set of hypotheses (such as "Some obligations of Agreement may survive termination.") and a contract, and it is asked to classify whether each hypothesis is "entailed by", "contradicting to" or "not mentioned by" (neutral to) the contract as well as identifying "evidence" for the decision as spans in the contract. We annotated and release the largest corpus to date consisting of 607 annotated contracts. We then show that existing models fail badly on our task and introduce a strong baseline, which (1) models evidence identification as multi-label classification over spans instead of trying to predict start and end tokens, and (2) employs more sophisticated context segmentation for dealing with long documents. We also show that linguistic characteristics of contracts, such as negations by exceptions, are contributing to the difficulty of this task and that there is much room for improvement.
Metadata Extraction Leveraging Large Language Models
The advent of Large Language Models has revolutionized tasks across domains, including the automation of legal document analysis, a critical component of modern contract management systems. This paper presents a comprehensive implementation of LLM-enhanced metadata extraction for contract review, focusing on the automatic detection and annotation of salient legal clauses. Leveraging both the publicly available Contract Understanding Atticus Dataset (CUAD) and proprietary contract datasets, our work demonstrates the integration of advanced LLM methodologies with practical applications. We identify three pivotal elements for optimizing metadata extraction: robust text conversion, strategic chunk selection, and advanced LLM-specific techniques, including Chain of Thought (CoT) prompting and structured tool calling. The results from our experiments highlight the substantial improvements in clause identification accuracy and efficiency. Our approach shows promise in reducing the time and cost associated with contract review while maintaining high accuracy in legal clause identification. The results suggest that carefully optimized LLM systems could serve as valuable tools for legal professionals, potentially increasing access to efficient contract review services for organizations of all sizes.
A DbC Inspired Neurosymbolic Layer for Trustworthy Agent Design
Generative models, particularly Large Language Models (LLMs), produce fluent outputs yet lack verifiable guarantees. We adapt Design by Contract (DbC) and type-theoretic principles to introduce a contract layer that mediates every LLM call. Contracts stipulate semantic and type requirements on inputs and outputs, coupled with probabilistic remediation to steer generation toward compliance. The layer exposes the dual view of LLMs as semantic parsers and probabilistic black-box components. Contract satisfaction is probabilistic and semantic validation is operationally defined through programmer-specified conditions on well-typed data structures. More broadly, this work postulates that any two agents satisfying the same contracts are functionally equivalent with respect to those contracts.
