Provide a practical first-pass review of the following proposed agreement. This is preparation for review with qualified legal counsel, not legal advice or a substitute for counsel. Agreement text: [CONTRACT TEXT] My role and business context: [MY ROLE AND CONTEXT] Jurisdiction and governing-law details: [JURISDICTION] Commercial terms we discussed: [NEGOTIATED TERMS]
Main concerns or deal priorities: [PRIORITIES]
First, identify the agreement type, parties, term, renewal mechanics, payment obligations, deliverables, acceptance process, and governing law. Then review the document clause by clause for terms that create material obligations, unusual risk, ambiguity, missing protections, or conflict with the negotiated terms.
Pay particular attention to scope creep and change control; fees, taxes, expenses, late payment, and price changes; confidentiality exceptions and residuals; ownership of pre-existing and newly created intellectual property; data security, privacy, and breach duties; warranties and disclaimers; indemnities; limits of liability and carve-outs; insurance; non-solicit or restrictive covenants; audit rights; assignment; termination rights, notice, cure periods, and post-termination obligations; dispute resolution and venue.
Output a concise review with: (1) a plain-English deal summary, (2) a priority table labeled critical, negotiate, clarify, or routine, with clause reference, issue, business impact, and suggested question or redline concept, (3) a list of missing documents or facts, and (4) questions to take to counsel. Quote only short clause excerpts needed to locate the issue.
Do not invent clauses, laws, market standards, or legal conclusions. Before answering, verify every issue against the agreement text and flag provisions that require local counsel because their enforceability depends on jurisdiction. Ask up to 3 clarifying questions only if a required input is missing.Fill in
| Placeholder | What to enter | Example |
|---|---|---|
| [CONTRACT TEXT] | Paste the complete agreement or the sections you want reviewed. | Draft software services agreement between Harbor Retail LLC and Brightdesk Inc., including sections 1–18 and Exhibit A. |
| [MY ROLE AND CONTEXT] | Explain which party you are, what the deal covers, and your operational role. | I represent Harbor Retail, buying customer-support software for 120 store employees on a two-year term. |
| [JURISDICTION] | Enter the governing-law location and the parties’ relevant locations if known. | Agreement states Delaware law; Harbor is based in Illinois and Brightdesk is based in New York. |
| [NEGOTIATED TERMS] | List the business terms discussed in emails, calls, or a term sheet. | Sales call discussed $36,000 annual fee, implementation included, 60-day termination for convenience, and customer ownership of uploaded data. |
| [PRIORITIES] | State the risks, deadlines, or terms that matter most to you. | Avoid auto-renewal surprises, protect employee and customer data, and cap exposure if the vendor causes a breach. |
How to use
- Paste the full contract when possible; section numbers and exhibits make the issue list usable.
- Add the commercial terms from emails because the signed draft may omit or alter them.
- Treat the output as a triage memo and send critical items to a lawyer licensed for the relevant jurisdiction.
- Follow up with: “Turn the critical and negotiate items into a neutral agenda for my counsel and procurement lead.”
Variations
Vendor agreement
Use this when your company is buying software, services, or outsourced work.
Review [VENDOR AGREEMENT] from the customer’s perspective for a proposed [SERVICE]. My business needs are [BUSINESS NEEDS], and the deal is governed by [JURISDICTION]. Create a clause-referenced issue list covering service levels, implementation acceptance, data processing, security incidents, price increases, renewal, vendor IP, customer data export, indemnity, liability caps, and termination assistance. Separate legal questions from operational questions. Do not give legal advice or invent missing language; identify issues for qualified counsel.
Freelance contract
Use this when you are providing independent creative or professional services.
Review this independent-contractor agreement: [AGREEMENT]. I am the service provider delivering [SERVICES] for [CLIENT], and my priorities are [PRIORITIES]. Summarize payment timing, scope, revision limits, expense approval, IP ownership, portfolio rights, confidentiality, non-compete or non-solicit language, termination, and indemnity. Produce a short negotiation list with plain-language alternatives to discuss with the client and a lawyer. Flag uncertain jurisdiction-specific restrictions under [JURISDICTION]. Do not state that a term is enforceable unless the text supports that conclusion.
NDA review
Use this when you need to assess a nondisclosure agreement before sharing information.
Review this NDA: [NDA TEXT]. I am [PARTY ROLE] and plan to share [INFORMATION TYPE] for [PURPOSE]. Check mutuality, the definition of confidential information, exclusions, permitted recipients, security duty, compelled disclosure, term, return or destruction, residual knowledge, publicity, IP ownership, and governing law [JURISDICTION]. Output a one-page issue list ranked by practical risk, plus questions for counsel. Identify provisions that prevent ordinary evaluation work. Do not invent obligations or give jurisdiction-specific legal advice.
Tips
- Compare the draft against the order form, statement of work, security addendum, and data processing addendum; obligations often sit outside the main agreement.
- A liability cap is meaningful only after checking its carve-outs, because data claims, confidentiality, IP, and indemnity may be excluded from it.
- For services, make acceptance criteria, project dependencies, and change-order mechanics concrete before work begins.
- Keep the review tied to a clause number and a business consequence so counsel and the counterparty can act on it quickly.
FAQ
Can AI tell me whether a contract is safe to sign?
No. It can help you spot and organize questions, but a qualified lawyer should advise on legal effect, enforceability, and deal-specific risk.
Do I need to paste the whole agreement?
The full agreement, exhibits, and incorporated documents give the most reliable review. A clause can be altered by definitions or terms elsewhere.
Can this prompt write contract redlines?
It can suggest discussion points or draft concepts, but counsel should review any final redline, especially for liability, IP, privacy, and restrictive covenants.