Help me prepare a lawyer-ready first draft of a [AGREEMENT TYPE], based only on the deal terms below. Parties and roles: [PARTIES] Business purpose and deliverables: [SCOPE AND DELIVERABLES] Commercial terms: [COMMERCIAL TERMS] Timing, acceptance, and operational process: [OPERATING TERMS] Jurisdiction and governing-law information: [JURISDICTION] Known risks, negotiated points, and existing documents to preserve: [SPECIAL TERMS] If any required input is missing, ask up to 3 clarifying questions. Otherwise, first produce a “Terms and gaps” table showing each supplied term, the proposed clause topic, and missing choices that materially affect risk. Then draft a plain-English agreement with numbered sections, defined terms only where needed, and bracketed options for unresolved material points. Address, where applicable: scope and change control; fees, taxes, invoices, and late payment; term and termination; acceptance; ownership and license rights; confidentiality; data security and privacy obligations; representations; indemnity; liability caps and excluded damages; insurance; subcontracting; dispute process; notices; assignment; force majeure; and order of precedence. Do not include a clause merely because it is customary if it does not fit the deal. Do not invent party details, legal requirements, signatures, negotiated positions, or factual warranties. This is general drafting assistance, not legal advice; flag clauses that need review by qualified counsel in the governing jurisdiction, especially IP, privacy, employment, regulated activities, limitation of liability, indemnity, and enforceability. Before answering, check that definitions are used consistently and that payment, scope, term, termination, and liability provisions do not contradict each other.
Fill in
| Placeholder | What to enter | Example |
|---|---|---|
| [AGREEMENT TYPE] | Name the agreement, such as a consulting agreement, SaaS subscription, or services SOW. | Independent contractor consulting agreement |
| [PARTIES] | Provide the legal names, entity types, locations, and each party’s role if known. | Northline Foods LLC, Delaware LLC, client; Jordan Lee Consulting LLC, New York LLC, consultant |
| [SCOPE AND DELIVERABLES] | Describe the work, products, responsibilities, exclusions, and acceptance deliverables. | Consultant will analyze distributor margins and deliver a monthly dashboard plus a 60-minute review meeting; no implementation work. |
| [COMMERCIAL TERMS] | List price, currency, taxes, invoicing, payment timing, and any price changes or expenses. | $6,500 monthly retainer in USD; invoices on the first business day; net 30; pre-approved travel reimbursed at cost. |
| [OPERATING TERMS] | State start and end dates, milestones, acceptance process, governance, and termination expectations. | Starts July 1, 2026; either party may terminate on 30 days’ notice; monthly dashboard due by the 10th. |
| [JURISDICTION] | Give the governing-law location and any venue, arbitration, or regulatory context you know. | New York law; venue not yet agreed |
| [SPECIAL TERMS] | List risks, negotiated points, prior agreements, policies, or clauses that must be considered. | Client data includes distributor sales reports; client wants ownership of final dashboards, consultant retains pre-existing templates; liability cap is unresolved |
How to use
- Paste agreed business terms and clearly label items that are still being negotiated.
- Ask the model to retain bracketed choices for unresolved issues instead of picking a side.
- Send the terms-and-gaps table to the business owner before treating the draft as complete.
- Follow up with: “Create a one-page negotiation issue list that states each open clause, our preferred position, fallback, and question for counsel.”
Variations
SOW draft
Use this when a master agreement exists and you need a project-specific statement of work.
Draft a statement of work under [MASTER AGREEMENT]. Parties: [PARTIES]. Project scope: [SCOPE]. Deliverables and acceptance criteria: [ACCEPTANCE]. Fees and milestones: [FEES]. Schedule and client dependencies: [SCHEDULE]. Produce numbered sections for scope, exclusions, deliverables, acceptance, milestones, fees, change orders, assumptions, and project contacts. Identify conflicts or missing links to the master agreement. Do not change the master agreement or invent commitments. Ask up to 3 questions only if necessary. Check that each fee milestone ties to a measurable deliverable or date.
Clause comparison
Use this when comparing proposed language from two sides.
Compare the following [CLAUSE TYPE] language from Party A: [PARTY A TEXT] and Party B: [PARTY B TEXT]. Deal context: [CONTEXT]. Jurisdiction: [JURISDICTION]. Create a table covering practical effect, risk allocated, ambiguity, missing issue, and plain-English compromise option. Do not say either clause is legally enforceable or give legal advice. Flag terms needing counsel, especially where statutory rules may apply. Ask up to 3 questions only if essential. Check that every comparison point cites wording actually present in the supplied clauses.
Contract review list
Use this before sending an AI-assisted draft to a lawyer.
Create a counsel-review checklist for a proposed [AGREEMENT TYPE]. Business summary: [DEAL TERMS]. Draft text or outline: [DRAFT]. Governing location: [JURISDICTION]. Priorities: [RISK PRIORITIES]. Output 15 to 20 targeted questions grouped by scope, economics, IP/data, risk allocation, and enforceability. Identify internal facts counsel will need but should not guess. Do not redraft provisions or claim compliance. Ask up to 3 questions only if required. Check that every question connects to a supplied term, omission, or stated priority.
Tips
- A contract prompt is only as good as the commercial deal sheet; settle scope, acceptance, pricing, and exit rights before polishing language.
- Keep “client owns deliverables” separate from ownership of background tools, templates, data, and improvements.
- Do not accept a liability cap without testing it against the payment amount, insurance, indemnities, and risks the parties actually carry.
- Use brackets for unresolved choices; hidden assumptions in a clean-looking draft create harder negotiations later.
FAQ
Can I use an AI draft as a signed contract?
Not safely without appropriate legal review. Enforceability and required terms depend on the transaction, parties, and jurisdiction.
What is the difference between an MSA and an SOW?
An MSA usually sets continuing legal terms, while an SOW defines a particular project’s scope, deliverables, price, and schedule.
Can AI review a contract from the other side?
It can summarize differences and generate questions, but counsel should assess material risk, enforceability, and negotiation posture.