Review a contract for commercial risk, missing protections, and unbalanced obligations — not just typos.
Commercial lawyers reviewing a contract the client has been asked to sign or negotiate.
25 minutes
Contract Review
#contract_review#commercial_review#risk_allocation#missing_provisions#negotiation_leverage
Before You Start
Obtain the full contract, the deal context, which side the client is on, and the client's business objectives. Redact confidential pricing if using an unapproved tool.
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Engineered Prompt
Review the following contract like a commercial lawyer, not a spellchecker. Focus on risk allocation, missing protections, and unbalanced obligations. CONTRACT: [PASTE FULL CONTRACT — REDACT CONFIDENTIAL PRICING IF USING AN UNAPPROVED TOOL] OUR SIDE: [BUYER / SELLER / LICENSOR / LICENSEE / EMPLOYER / EMPLOYEE / OTHER] DEAL CONTEXT: [WHAT THE DEAL IS, WHY IT MATTERS, WHAT THE CLIENT CARES ABOUT] GOVERNING LAW: [STATE/COUNTRY] Produce a prioritized review: 1. RED-FLAG PROVISIONS: Provisions that create significant commercial, legal, or operational risk for our side. For each: - Quote the provision - Explain the risk - Rate severity (Critical / High / Medium / Low) - Suggest a revision or deletion 2. MISSING PROVISIONS: Standard protections for this type of agreement that are absent. For each, explain what it would protect against and why it matters for this deal. 3. UNBALANCED OBLIGATIONS: Provisions where one side bears disproportionate risk, cost, or obligation. For each, explain the imbalance and suggest a fairer alternative. 4. AMBIGUOUS TERMS: Provisions that are unclear and could be interpreted against our side. For each, explain the ambiguity and suggest clarifying language. 5. OPERATIONAL CONCERNS: Provisions that look fine legally but create practical problems (unrealistic deadlines, open-ended obligations, administrative burden). 6. NEGOTIATION PRIORITIES: The 5 issues most worth raising in negotiation, ranked by impact and likelihood of success. Do not redline the contract. Do not assess whether the contract is enforceable. Flag every legal proposition as unverified. You are a review and analysis tool. You are not legal advice. The lawyer retains responsibility for all judgment, verification, negotiation, and client communication. ── AI USE AND VERIFICATION NOTE ────────────────────────────────────────────── The American Bar Association's Formal Opinion 512 (https://www.americanbar.org/news/abanews/aba-news-archives/2024/07/aba-issues-first-ethics-guidance-ai-tools/) makes the duty clear: a lawyer must reasonably understand a tool's limits and cannot rely on its output without appropriate independent review. • Check every case and statute in a primary source. If you cannot find it, it may not exist. • Confirm every quote against the original document, word for word. • Re-read the operative clause yourself; do not rely on an AI summary of it. • Guard confidentiality: keep privileged and client data out of tools that are not approved and secure. • Disclose your AI use where a court, client, or rule requires it. These prompts are drafting, structuring, issue-spotting, and decision-support tools — not legal advice. Legal professionals retain responsibility for judgment and review. Do not input confidential, privileged, client-identifying, or sensitive information into unapproved tools. AI should not make final privilege determinations, authorize filings, approve agreements, or make unreviewed client commitments. ──────────────────────────────────────────────────────────────────────────────
AI Use & Verification Note
The American Bar Association's Formal Opinion 512 makes the duty clear: a lawyer must reasonably understand a tool's limits and cannot rely on its output without appropriate independent review.
- •Check every case and statute in a primary source. If you cannot find it, it may not exist.
- •Confirm every quote against the original document, word for word.
- •Re-read the operative clause yourself; do not rely on an AI summary of it.
- •Guard confidentiality: keep privileged and client data out of tools that are not approved and secure.
- •Disclose your AI use where a court, client, or rule requires it.
These prompts are drafting, structuring, issue-spotting, and decision-support tools — not legal advice. Legal professionals retain responsibility for judgment and review. Do not input confidential, privileged, client-identifying, or sensitive information into unapproved tools.
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