Proviso Help Center

Proviso is an AI contract review tool that runs directly inside Microsoft Word. You open a contract, click Review, and Proviso flags legal issues, suggests redlines, and explains what matters — right in your document. No copy-pasting, no uploading contracts to external websites, no switching tabs.

It was built by a transactional M&A lawyer for transactional lawyers. The goal is simple: you should be able to do a first-pass review of a standard NDA or commercial agreement in minutes, not an hour.

What Proviso reviews: NDA, MSA, Statement of Work, Letter of Intent, Employment Agreement, Consulting Agreement, License Agreement, Supply Agreement, and Term Sheet. More contract types are added regularly.

What Proviso is not: It's not a replacement for legal judgment on high-stakes deals. Think of it as a very thorough first-pass reviewer that catches the things lawyers miss when they're moving fast.

Proviso is built for in-house lawyers and transactional attorneys who review commercial contracts regularly. If you're reviewing NDAs, vendor agreements, or service contracts and want a faster, more consistent first pass — Proviso is for you.

It's especially useful for:

• In-house counsel at companies that receive high volumes of standard agreements
• Small firm attorneys who don't have an associate to do the first-pass review
• Legal ops teams looking to build playbooks and standardize review criteria across the organization

There are two types of plans — Managed and BYOK (Bring Your Own Key):

• Solo Managed ($49/mo): Up to 150 reviews per month. Proviso handles the AI — no API key needed. Best for solo practitioners and in-house lawyers.
• Team Managed ($129/mo): Up to 500 reviews per month. For small teams. Priority support included.
• BYOK Solo ($29/mo): You connect your own Anthropic API key. Pay Anthropic directly at roughly $0.05–0.15 per review. Lower monthly cost if you already have an API account.
• BYOK Team ($79/mo): BYOK for small teams.

All plans are month-to-month with no annual commitment. All plans include every feature — NDA Calibrate, Playbooks, Ask, Draft, and Library.

1. Open the contract in Microsoft Word (as a .docx file).
2. Open the Proviso taskpane from Insert → Add-ins in the ribbon, or click the Proviso button if it's pinned.
3. Proviso will auto-detect the document type (NDA, MSA, etc.). Confirm it's correct or change it from the dropdown.
4. Click Review.
5. Wait 30–90 seconds. Results appear as a list of issue cards in the taskpane.

Express Mode: Faster (15–30 seconds), lower cost, flags the main issues without deep reasoning. Good for routine vendor NDAs, quick first impressions, or high-volume review workflows.

Detailed Mode: Slower (45–90 seconds), more thorough, includes reasoning behind each flag and more granular redline suggestions. Best for complex MSAs, employment agreements, and anything you'd bill significant time to review.

You can switch modes using the toggle in the Review section of the taskpane before clicking Review.

Yes — Proviso can review PDF files directly. Look for the paperclip icon in the taskpane to upload a PDF (up to 10MB).

Important: The PDF must be text-based, not a scanned image. If your PDF was created by scanning a paper document and doesn't have selectable text when you try to highlight it, Proviso cannot read it. In that case, convert it to Word or copy the text into a new .docx file first.

The Ask tab lets you ask any question about the open contract in plain English. Think of it as having a paralegal who has read the whole document and can answer instantly.

Examples of what to ask:

• "What's the payment term?"
• "Does this agreement auto-renew?"
• "Who owns the intellectual property created under this contract?"
• "What's the limitation of liability cap?"
• "Is there a non-compete clause?"

Proviso reads the full contract and gives you a direct answer with the relevant clause quoted. No scrolling through 30 pages.

Proviso scores every issue by severity so you know where to focus first.

• HIGH: Significant legal exposure that should be addressed before signing. Examples: missing indemnification caps, unlimited liability, unilateral termination rights with no notice, missing data protection obligations, IP ownership that transfers to the counterparty.
• MEDIUM: Issues worth negotiating but not necessarily dealbreakers. Examples: unfavorable payment terms, ambiguous definitions, short cure periods, non-standard IP ownership language.
• LOW: Minor drafting issues and style preferences. Examples: redundant defined terms, formatting inconsistencies, suggestions to tighten language.

Each issue card shows:

• The issue: A plain-English description of what's wrong and why it matters
• Clause location: Which section of the contract has the problem
• Suggested redline: Proposed language to fix it

From each card you can:

• Click Insert as Comment to add the issue as a Word comment — great for marking up contracts before sending back
• Click the clause text to jump to that section in the document

It's possible — well-drafted commercial contracts do come back clean occasionally. But zero issues can also mean:

• The document is a scanned PDF that Proviso couldn't read (no selectable text)
• The document is nearly blank or was not fully loaded into Word
• The contract type was set incorrectly (for example, reviewing a license agreement using the NDA playbook)

To verify: try highlighting text in the document. If you can't select any text, it's a scanned image — copy the text into a new Word document and review that instead.

Proviso installs via a URL — no file download needed. Takes about 60 seconds.

1. Open Microsoft Word on your Mac.
2. In the top menu, click Insert, then Add-ins.
3. Click Upload My Add-in (or "Get Add-ins" — both work).
4. Select From URL and paste: https://proviso.legal/manifest.xml
5. Click Install.
6. Proviso will appear in your ribbon. Click it to open the taskpane.

This means the Developer tab isn't enabled in Word. Here's how to turn it on:

1. In the top Mac menu, go to Word → Preferences.
2. Click Ribbon & Toolbar.
3. In the "Customize the Ribbon" list, check the box next to Developer.
4. Click Save.
5. The Developer tab now appears in the ribbon. Click it, then click Add-ins to proceed with install.

1. Quit Word completely (Command+Q — not just close the window).
2. Reopen Word.
3. Check the Home and Insert ribbon tabs — Proviso should appear as a button.

If it's still not there: go to Insert → Add-ins → My Add-ins to see if it's listed. If listed but not showing, click it to activate the taskpane.

If it's not listed at all, re-run the install steps from the top.

If the URL method doesn't work, you can install manually by copying the manifest file:

1. Download manifest.xml from proviso.legal/install.
2. Open Finder and press Command+Shift+G to open "Go to Folder."
3. Paste this path: ~/Library/Containers/com.microsoft.Word/Data/Documents/
4. Look for a folder named wef. If it doesn't exist, create it (exact lowercase spelling).
5. Copy manifest.xml into the wef folder.
6. Quit and restart Word.

1. Open Microsoft Word.
2. Click Insert in the top ribbon.
3. Click Get Add-ins (or "Add-ins" — the icon looks like puzzle pieces).
4. In the Office Add-ins dialog, click Upload My Add-in at the top right.
5. Select From URL and paste: https://proviso.legal/manifest.xml
6. Click Upload. Proviso will appear in your Home ribbon.

This is a known behavior with sideloaded add-ins on Windows — they don't always persist after a Word restart. Two options:

Option 1 (quick fix): Re-add it each session via Insert → Get Add-ins → Upload My Add-in using the manifest URL.

Option 2 (permanent fix): Have your IT admin deploy Proviso centrally via the Microsoft 365 Admin Center. Centralized deployment makes the add-in appear automatically for all users in your organization without any per-machine setup. Ask IT to look for "Integrated Apps" or "Add-ins" in the Admin Center.

Common on enterprise environments. A few things that help:

• Proviso is a Microsoft Office Add-in — the same standard format as any Word add-in from the Office Store. It's not custom software that needs a security review from scratch.
• The add-in runs entirely inside Word. The only external connection is to proviso.legal over HTTPS — no other network calls.
• Proviso does not store your contracts. Reviews happen in real-time and are not retained.
• Email [email protected] and we can send your IT team a security overview document.

An API key is a password that lets Proviso connect to the AI model (Claude, made by Anthropic) that powers the contract review. Think of it like the engine inside the car — Proviso is the car, but you're bringing your own engine.

On a BYOK plan, you pay Anthropic directly for each review (roughly $0.05–0.15 per review depending on contract length) instead of a higher flat monthly fee. If you already have an Anthropic account or review a relatively small number of contracts, BYOK can save you money.

If this sounds complicated, just pick the Managed plan — it works immediately with no setup.

1. Go to console.anthropic.com and create an account.
2. Once logged in, go to the Billing section and add a credit card. (You must add a payment method — free Anthropic accounts don't include API access.)
3. Go to API Keys in the left sidebar.
4. Click Create Key. Give it a name like "Proviso".
5. Copy the key immediately — it starts with sk-ant- and you won't be able to see it again after closing the dialog.

1. Open Proviso in Word.
2. Click the gear icon in the top-left corner of the taskpane to open Settings.
3. Find the API Key field.
4. Paste your Anthropic key (starts with sk-ant-).
5. Click Save. Proviso will validate the key — you'll see a confirmation if it works.

Your key is stored locally on your machine inside Word's secure storage. It is never sent to Proviso's servers.

NDA Calibrate is a feature unique to Proviso. It lets you tell Proviso the context of your specific deal before running a review — so the AI flags the right issues for your situation, not just generic NDA red flags.

Here's why this matters: A one-way NDA where a vendor is sharing their pricing sheet is very different from a mutual NDA for a potential strategic acquisition where your company's IP and customer data are at stake. The same clause can be fine in one context and a serious problem in another.

Without calibration, AI tools flag everything at the same level. With Calibrate, Proviso knows what deal you're in and tunes the severity accordingly.

1. Open the Proviso taskpane with an NDA document active in Word.
2. Click the Calibrate tab at the top of the taskpane.
3. Answer the context questions — things like:
   • Is this a one-way or mutual NDA?
   • Which party are you representing (discloser or recipient)?
   • What type of deal is this for (vendor relationship, M&A, employment, etc.)?
   • How sensitive is the information being shared?
4. Save the calibration and run your review.

Proviso remembers your last calibration settings — you don't have to re-enter them for every NDA of the same type.

Today, NDA Calibrate is specifically designed for NDAs. Calibration for other contract types (MSAs, employment agreements, etc.) is planned for a future release. The goal is to eventually let you build a full context profile for any deal type.

For non-NDA contracts, you can still use Playbooks to configure which issues Proviso looks for — see the Playbooks section below.

Playbooks let you configure what Proviso looks for in each contract type. Think of them as review checklists — instead of Proviso applying generic criteria, it applies your firm's criteria.

For example, if your organization always requires a specific indemnification cap structure in vendor MSAs, you can add that to the MSA Playbook. Proviso will flag any contract that deviates from it.

Playbooks are available on all plans and are especially useful for in-house legal teams that want to standardize review criteria across the department.

1. Open Proviso in Word and navigate to the Review tab.
2. Select a contract type from the dropdown (NDA, MSA, etc.).
3. Click Playbook or the settings icon next to the contract type selector.
4. Review the default playbook items — these are the standard flags for that contract type.
5. Add, edit, or remove items as needed to match your organization's standards.
6. Save the playbook — it will apply automatically to all future reviews of that contract type.

Reviewing an NDA in Proviso takes about 2 minutes from open document to actionable issues. Here's the full flow:

1. Open the NDA in Word and click the Proviso button in your ribbon to open the taskpane.
2. Choose Express or Detailed mode. Express is recommended for most NDA reviews — it auto-detects the document type and applies smart defaults with one click. Use Detailed if you want to choose a specific playbook or set context manually.
3. Click "Review Document." Proviso reads the full NDA and runs it against your calibration settings (or built-in NDA standards if you haven't calibrated yet).
4. Review the results. Issues are organized by severity — High means material risk, Medium is worth negotiating, Low is minor or stylistic. Each issue includes the specific clause language, a plain-English explanation, and a suggested redline.
5. Use the redlines. Click "Apply Redline" on any issue to let Proviso make the edit directly in your Word document using Track Changes — or copy the suggested language and paste it manually.
6. Export if needed. Use "Export Issues (CSV)" to create a summary sheet, or "Generate Negotiation Memo" to produce a clean memo suitable for sharing with business stakeholders or the other side.

Proviso reviews NDAs against a comprehensive set of market-standard positions, including:

• Definition of Confidential Information — scope (too broad? too narrow?), carve-outs, whether residuals clauses sneak in
• Mutual vs. one-way obligations — is the structure appropriate for the relationship?
• Term and survival — how long does confidentiality last after termination?
• Non-solicitation / non-compete — provisions that go beyond a standard NDA scope
• IP ownership / work product — any IP grab language that doesn't belong in an NDA
• Governing law and venue — jurisdiction risk and forum selection
• Remedies — injunctive relief, liquidated damages, limitations on liability
• Return / destruction of information — obligations at end of relationship

If you've run NDA Calibrate, Proviso also applies your organization's specific standards on top of these baseline checks.

• Set up NDA Calibrate before your first review. Paste 1–3 of your standard NDAs and Proviso will learn your organization's preferred positions. Takes about 5 minutes and dramatically improves relevance.
• Use the "Perform Review As" selector to tell Proviso which party you represent. Issues are framed differently depending on whether you're the disclosing or receiving party.
• Review the Low severity items before finalizing. They're minor individually but sometimes reveal a pattern worth addressing.
• Give feedback. Thumbs up/down on each issue trains Proviso to improve over time. After a few reviews it gets noticeably sharper.

Every issue Proviso flags is assigned a severity level based on the materiality of the risk and the effort required to address it.

🔴 High

Material risk that should be addressed before signing. High issues typically involve significant financial exposure (uncapped liability, unlimited indemnification), fundamental structural problems (wrong governing law for your jurisdiction, missing key protections), or provisions that actively work against your interests. These are deal-level issues.

🟡 Medium

Worth negotiating but not a dealbreaker. Medium issues are deviations from market standard that create some risk or imbalance — a shorter-than-typical notice period, a governing law you're not in, an IP clause that's broader than necessary. Reasonable parties usually reach agreement on these.

⚪ Low

Minor or stylistic. Low issues are technically imprecise language, small ambiguities, or provisions that are suboptimal but unlikely to matter in practice. Address them if negotiating leverage allows, but don't hold up a deal over them.

Severity is set by Proviso's review model based on three factors:

1. Financial exposure: Provisions that create uncapped or significant monetary risk are ranked High.
2. Deviation from market standard: The further a clause is from what experienced M&A and commercial lawyers expect to see, the higher its severity.
3. Context and contract type: The same clause may be High severity in an MSA but Low severity in a one-page NDA. Proviso adjusts based on the document type and your review context.

Your NDA Calibrate settings and Playbook preferences also affect severity. If you've told Proviso that uncapped liability is a firm requirement, violations will always surface as High even if they'd otherwise be Medium.

After a review, use the All / High / Med / Low filter buttons above the issue list to focus on what matters most right now. This is especially useful on long contracts with many issues — start with High, resolve those, then work down.

You can also hide Low severity issues entirely via Settings → Show LOW severity issues if you prefer a cleaner view.

Proviso reviews all of the major transactional contract types used by in-house legal teams. Each type has its own review framework, issue taxonomy, and default severity calibration.

Proviso auto-detects contract type from the document title and content. For hybrid or unusual contracts, it picks the closest match and applies that framework.

In Detailed mode, you can override the auto-detected type by selecting a different option from the contract type dropdown before reviewing. When in doubt, MSA and NDA are the most broadly applicable frameworks for commercial agreements.

If you regularly review a contract type that isn't listed, let us know — we prioritize new contract types based on user demand.

Try these steps in order:

1. Restart Word: Quit completely (don't just close the window — quit the application) and reopen it. This is the fix 80% of the time.
2. Check the ribbon: Look at the Home tab. Proviso may be there as a button on the far right of the ribbon.
3. Check My Add-ins: Go to Insert → Add-ins → My Add-ins. If Proviso is listed, click it to open the taskpane.
4. Re-run install: If Proviso is not listed at all, it didn't install correctly. Go to proviso.legal/install and follow the steps again.

A blank panel means Word loaded the taskpane but Proviso couldn't connect to the server.

1. Check your internet connection — Proviso connects to proviso.legal over HTTPS.
2. If you're on a corporate network or VPN, try disabling the VPN temporarily and reloading.
3. Close the Proviso panel and reopen it.
4. If the problem persists, email [email protected] with a screenshot of what you see.

Word caches add-in data and sometimes the cache gets corrupted. Here's how to clear it:

1. Close the Proviso taskpane.
2. Go to Insert → Add-ins → My Add-ins and remove Proviso.
3. Mac: Navigate to ~/Library/Containers/com.microsoft.Word/Data/Documents/wef/ and delete the manifest.xml file. Windows: Navigate to %LOCALAPPDATA%\Microsoft\Office\16.0\Wef\ and clear the folder.
4. Quit Word completely and reopen it.
5. Reinstall Proviso using the manifest URL.

This means the API key Proviso is using is being rejected by Anthropic. Common causes:

• Typo or extra spaces: Re-open Settings and re-paste the key directly from your clipboard. Don't type it manually.
• Key doesn't start with sk-ant-: Proviso uses the Anthropic API. Make sure you're using an Anthropic key, not an OpenAI key.
• Key was revoked: Log into console.anthropic.com, go to API Keys, and check if the key is still active. If it shows as "inactive" or is missing, create a new one.
• No billing set up: Anthropic requires a valid payment method before API keys work. Go to Billing in the Anthropic console and verify your card is on file.

Rate limit errors mean you've sent too many requests to the Anthropic API in a short period. Anthropic limits new accounts more aggressively.

• Wait 60 seconds and try again — rate limits usually reset within a minute.
• If you hit this frequently, you may need to upgrade your Anthropic usage tier. Log into console.anthropic.com and check your limits under Settings → Limits.
• Switching to Express Mode reduces the tokens used per review, which helps with rate limit headroom.

Your Anthropic account has run out of prepaid credits (if using prepaid) or your card was declined (if using postpay).

1. Log into console.anthropic.com.
2. Go to Billing.
3. Add credits or update your payment method.
4. Try the review again in Proviso.

Review time depends on contract length and mode:

• Express Mode: 15–45 seconds for most contracts
• Detailed Mode: 45–90 seconds for standard contracts; up to 2 minutes for very long agreements (50+ pages)

If it's been over 3 minutes with no result:

1. Check your internet connection.
2. If you're on a corporate VPN or firewall, try disabling it temporarily.
3. Cancel and switch to Express Mode — it's significantly faster for long documents.
4. If the issue persists, email [email protected] with details about the document type and your setup.

Most likely causes:

• Scanned PDF: If the document is a scanned image, Proviso can't read it. Try to select some text in Word — if you can't highlight it, it's a scan. Use the Word version or re-type key sections.
• Wrong contract type selected: If Proviso is reviewing an MSA using the NDA playbook, the results will be off. Check the contract type dropdown and make sure it matches.
• Managed plan limit reached: If you've hit your monthly review limit, Proviso may complete silently without results. Check Settings → Billing for your current usage.
• Genuinely clean contract: It happens. Well-drafted, balanced agreements do exist.

Proviso auto-detects the contract type based on the document content. If it gets it wrong:

1. In the taskpane, look for the contract type dropdown near the top.
2. Click it and manually select the correct type (NDA, MSA, SOW, etc.).
3. Run the review again.

Auto-detection works best on contracts with clear title text (e.g., "Non-Disclosure Agreement" at the top). Unusual titles or generic headers like "Agreement" may need manual selection.

Managed plans handle everything — you pay Proviso a flat monthly fee and the AI is fully included. No API keys, no Anthropic account, no per-review tracking. Best if you want something that just works.

• Solo Managed: $49/mo — 150 reviews/month
• Team Managed: $129/mo — 500 reviews/month, for small teams

BYOK plans let you connect your own Anthropic API key. You pay a lower monthly base fee to Proviso, and then pay Anthropic directly per review (~$0.05–0.15 each). Costs less if you review fewer contracts, or if you already have an Anthropic API account.

• BYOK Solo: $29/mo
• BYOK Team: $79/mo

Both plan types get identical features — every contract type, NDA Calibrate, Playbooks, Ask, Draft, and Library.

After subscribing, you'll receive a license key in your confirmation email. This key activates Proviso for your account.

1. Open Proviso in Word.
2. Click the gear icon (Settings) in the top-left corner.
3. Click Activate License.
4. Paste your license key and click Activate.

Your license is tied to your subscription. If you cancel and resubscribe, you'll receive a new key.

All Proviso plans are month-to-month — no annual contracts, cancel anytime.

To cancel or change your plan:

1. In the Proviso taskpane, click the gear icon and go to Billing.
2. Click Manage Subscription to open the billing portal.
3. You can upgrade, downgrade, or cancel from there.

Cancellations are effective at the end of your current billing period — you keep access until then. If you need to cancel mid-cycle for a refund, email [email protected] within 7 days of your charge.

No. Proviso does not store, log, or retain your contract text. Reviews are processed in real-time and the contract content is not saved to Proviso's servers.

BYOK users: Your contract text is sent directly from your machine to Anthropic's API for processing. Anthropic's data retention policies apply — by default, Anthropic does not use API inputs for training.

Managed users: Your contract text goes through Proviso's infrastructure to the AI provider. See our Privacy Policy for details. If your organization requires a Data Processing Agreement, email [email protected].