Starter Prompts

Give me an overview of contract to orient me to this transaction.

Give me an overview of this contract. List the key provisions, obligations, and important dates or deadlines for [MY PARTY] in a table.

Provide a summary of the transaction or arrangement described in this agreement, including the primary objectives and key responsibilities of each party.

We're entering into this NDA to discuss a potential partnership. Please flag any unusual or high-risk issues for our review.

Summarize the contract's limitations of liability and indemnification provisions.

Summarize all payment obligations including recurring fees, additional costs, penalties, or unexpected expenses the customer may incur under the agreement.

Summarize the following terms. Format as data points:
- Limitations of Liability
- Insurance Requirements
- Audit Rights
- Publicity Terms
- Termination Rights
- Payment Terms

1. Select "Summarize tracked changes" from the Composer menu

Summarize the counterparty's proposed changes to the contract, highlighting any significant modifications, additions, or deletions.

CONTRACT: Attached

# Instructions

1. Review the attached contract thoroughly.

2. First, draft an overview:
   - Summarize the contract's purpose
   - List the parties
   - State the effective date and duration

3. Then ask me these questions and wait for my response before continuing:
   a. Should this be reviewed from one party's perspective? If so, which party?
   b. Any provisions beyond the standard list I should review?
   c. What categories of liability should be uncapped?
   d. What should the counterparty indemnify for?

4. Create a "Contract Criteria" table analyzing:
   - Payment terms
   - Auto-renewal
   - Term and termination
   - IP ownership
   - Confidentiality
   - Limitation of liability
   - Indemnification
   - Governing law
   - Assignment
   - AI/data training provisions
   - Warranties
   - Force majeure

5. For each provision:
   - Extract the exact quote with section reference
   - Analyze alignment with our requirements
   - Assign: 🟥 (needs action), 🟨 (may need action), or 🟩 (no action needed)
   - Provide specific guidance or proposed language

6. Format as: | Provision | Contract Quote | Analysis | Action |

7. When proposing language changes, use ~~strikethrough~~ for deletions and **bold** for additions.

# Task

Review the attached NDA and answer these 16 questions. For each:
- Provide exact quotes with section references
- Analyze the risk in 3+ sentences for moderate/high risk items
- Assign: 🚨 (high risk), 🟡 (moderate), or 🟢 (low risk)

Present in a table: Question | Answer | Exact Quote | Risk Assessment | Risk Level

Questions:
1. Are affiliates included in the party definition?
2. Is it mutual or one-way? (One-way = high risk)
3. How is confidential information defined?
4. What are the exceptions to confidential information?
5. What's the duration of the confidentiality obligation? How does it terminate?
6. What law governs? (We prefer US law)
7. What limits exist on use of confidential information (the purpose)?
8. Is there a destruction requirement when the contract ends?
9. Any exclusion for standard data retention or backup processes?
10. What remedies exist for breach?
11. Is the NDA itself confidential?
12. Confirm there is NO transfer of IP
13. Confirm there is NO attorney's fees provision
14. Confirm there is NO indemnification
15. Confirm there is NO residual knowledge provision
16. Confirm there is NO non-solicitation obligation

If you can't find info for a question, state so. If the question asks to confirm lack of a term and it's not found, that's low risk.

Then review again for any atypical terms not covered above. For each, add a row to a second table:
| Provision | Why It's Atypical | Exact Quote | Risk Assessment | Risk Level |

# DPA Requirements Checklist

1. Type of personal data and categories of data subjects
2. Duration of processing
3. Nature and purpose of processing
4. Controller obligations and rights
5. Processor acts only on controller's written instructions (unless required by law)
6. Personnel subject to confidentiality
7. Appropriate security measures
8. Sub-processor engagement requires prior consent + written contract
9. Processor responsible for sub-processor compliance
10. Processor assists with data subject requests
11. Processor assists with security, breach notification, and DPIAs
12. Delete or return data at contract end
13. Demonstrate compliance and submit to audits
14. Inform controller if instructions would breach law
15. Processor can only act on written instructions of controller
16. Processor cannot use sub-processor without prior written authorization
17. Processor must cooperate with authorities
18. Processor ensures security with appropriate technical and organizational measures
19. Processor keeps records of processing activities (unless exempt)
20. Processor notifies controller of personal data breaches per breach notification rules

# Task

Review the attached DPA against this checklist. Create a table:

| Requirement | Exact Quotes (with section references) | Satisfaction & Reasoning |

End each row with ✅ (satisfied) or ❌ (not satisfied or not found).

After the table, provide ## Action Items with suggested language to fix any gaps.

VENDOR_AGREEMENT: Attached

# Instructions

1. Review these 8 provisions from our perspective as customer:
   a. Payment Terms
   b. Invoices
   c. Auto-Renewal
   d. Term and Termination
   e. Effect of Termination
   f. Limitation of Liability
   g. Indemnification
   h. Intellectual Property Rights

2. Create a table: | Provision | Contract Quote | Analysis | Action |

3. For each provision:
   - Extract exact quote with section reference
   - Analyze alignment with our requirements
   - Assign: 🚨 (needs action), 🟨 (unclear), or ✅ (acceptable)

4. Pay special attention to:
   - Net 45 payment terms
   - Payment by check or ACH, not credit card
   - No auto-renewal clause
   - Term ≤ 1 year, no vendor termination for convenience
   - Buyer not responsible for payment if vendor breaches or terminates for convenience
   - Uncapped liability for data breaches, IP infringement, gross negligence
   - Broad vendor indemnification (confidentiality, data protection, contract breaches)
   - Ownership or perpetual licenses for customizations and deliverables

5. After the main table, create a second table titled "Proposed Alternative Language":
   | Provision | Current Language | Proposed Language | Justification |

6. Include rows for any provisions marked 🚨 or 🟨 in the main table.

Are there any other unusual or unfavorable terms for the customer in this contract? Note that I don't have a lot of leverage, so only highlight items that are very high risk.

Negotiating liability carve-outs in a SaaS MSA. Vendor is pushing back.
Give me a concise outline for each carve-out with:
- Topic
- Our Ask (exclusion)
- Plain-language justification
- Fallback if rejected

Create a table of all open redlines from the [CUSTOMER] I need to review, including section/clause name, summary of redline, rationale / comment, and a pushback for me as the [VENDOR].

Generate an initial list of unused defined terms. Then, review that list to ensure you've caught all cases of unused defined terms, suggest any additional missed cases, and return a final revised version.

You are reviewing a legal agreement to identify all defined terms that are not used or referenced elsewhere. Perform the following steps:

1. Extract all defined terms from the agreement.
2. For each defined term, state whether and where it is used in the agreement. If unused, label it clearly.
3. Review your results. Identify any terms potentially missed due to formatting issues, footnotes, cross-references, or alternate phrasing.
4. Compare your term list against the full text again. Update any omissions.
5. Flag edge cases, such as terms used only in headings or nested within other definitions, and assess if they qualify as 'used.'
6. Finally, state your confidence level (1–5) that no unused terms were missed, and explain your rationale.

Return the results as a structured list. Flag all unused terms clearly.

Write a simple, enforceable clause on [ISSUE] that is favorable to [MY PARTY] and compliant with industry standard in [JURISDICTION] and widely accepted by [INDUSTRY].

Revise this clause to be more favorable to [MY PARTY] and compliant with industry standard in [JURISDICTION] and widely accepted by [INDUSTRY]. Limit your suggestions to [NUMBER] most substantive edits.

Revise this clause to be mutual.

Draft an email to my counterparty outlining the top 5 most substantive contract changes.

Based on my playbook, summarize all the finance-related issues that are failing in my playbook and draft an email with action items to my Finance team.

I've added comments to this document directed towards myself (as follow-up tasks) and other parties. Please:

1. Review the comments.
2. Group them by the party whose approval or information is required, and then,
3. Draft brief emails to the relevant parties with the action items from the comments. Each item in an email must include the section reference the comment refers to. Include a brief summary consolidating the document text and the comment text into an action item the recipient can understand from the email context.

For tasks for which there is no third party mentioned (e.g., add to playbook), do not draft an email. Instead simply make me a task list titled "Follow-Up Tasks"

I need a cover email for sending this agreement to an executive for signature.

The email should include:
1. A short paragraph explaining what this agreement is and why we need the signature (note which party we are)
2. Summary of our key commitments and what we receive in return
3. Risks worth flagging (termination difficulty, unusual legal terms, etc.)
4. A recommendation on signing, including something the exec might push back on

I'd like help landing my message well with stakeholders.

# Task

Review this draft communication and give me recommendations based on my target audience. If I don't specify the audience, ask me.

# Draft Message
[PASTE YOUR DRAFT HERE]

# Things to Check

1. Is the message clear?
2. How's the tone? Does it channel effective lawyer and business person?
3. Is the structure good? Is the bottom line upfront? Should I reorder?
4. Did I use clear words and avoid being wordy? (e.g., "At the present time" → "Now")
5. Call-to-action clarity - is it clear what the person needs to do?

# Output

1. Recommendations based on the above
2. A revised draft incorporating your recommendations

Are there any obligations in this clause not covered by our [background check policy]? Please review all the nuances of the language, parties involved, etc to ensure that everything is covered.

Revise the [background checks clause] to align with our [background check policy]. Limit revisions to three substantive edits required for compliance with [California] law and industry standards for [SaaS vendors].

Compare the definition of 'Personal Data' in this DPA to the definition under the GDPR (Article 4). Highlight any material differences or omissions.

Review this client alert or article.

CLIENT_ALERT_LINK

Provide:
1. Key takeaways from the article and the legal development it covers
2. Your assessment of whether this applies to my company
3. Action items for me or my legal team
4. Ask me for any company documents or policies that might need updating based on #3

Legal Topic: [INSERT TOPIC]

Explain this topic for three audiences, in decreasing complexity. Look up sources as needed.

1. Senior law firm partner: Use case citations, statutory references, assume deep expertise
2. In-house legal team: Legal framework with practical implications
3. Business stakeholders: Plain language, 12th grade reading level, focused on company impact

After providing the three explanations, ask if I'd like to explore implications further.

Compare these two agreement versions in a table:

| v1 Language | v2 Language | What Changed |

Include section citations.

After the table, assess: Is this a significant update overall? Explain why or why not.

Put yourself in the shoes of the counterparty's legal counsel reviewing our contract.

1. Identify the top 5 issues they'd want to negotiate, with:
   | Issue | Why It Matters to Them | Exact Language | Section |

2. Draft an email as if you're the counterparty's lawyer, pushing back on those 5 issues.

CONTRACT: Attached

# Instructions

1. Review the attached contract thoroughly.

2. Provide an introductory paragraph explaining the contract's purpose and function.

3. Create a table with these columns:
   | Emoji | Criterion | Assessment | Evidence |

4. Evaluate based on these criteria:
   a. Spelling: Identify any spelling mistakes
   b. Grammar: Point out grammatical issues
   c. Definitions: Check if capitalized terms are properly defined
   d. Unused Terms: Flag defined terms that are never used
   e. Trailing Off: Identify abruptly ending sentences or sections

5. For Assessment, use: 🚨 (needs review), 🟨 (potential issue), or ✅ (compliant)

6. For Evidence, include exact quotes or references with section numbers.

7. Look very hard for as many issues as possible.

8. After the primary table, create a second table for unusual or standout provisions using the same column structure.

9. Be extremely thorough and comprehensive.

Summarize this opinion:

1. Court, date, parties involved
2. Three key takeaways
3. Four notable quotes
4. Draft an email to the executive team with implications for our company

A new bill/regulation/guidance just came out that may impact our business. It's attached.

1. Ask me if I know whether it's in effect yet. If I don't know, look it up.
2. Provide an 8-point summary
3. Ask if I'd like a stakeholder communication
4. If yes, draft an email with:
   - Introduction
   - Summary bullets
   - 3-5 business action items

Review the legal terms for this SaaS product we're evaluating.

Focus: AI and data usage risks

1. Opening assessment: Has this vendor clearly addressed AI and customer data concerns?

2. Table of top 5 customer risks, especially around AI/ML training:
   | Risk | Why It Matters | Quoted Language | Action Needed? |
   Use: ✅ (no action), 🟨 (consider reviewing), ❌ (needs legal review)

Terms link: [PASTE LINK]

# Context

I need to understand whether this SaaS vendor can train an AI or ML model on data my company inputs to their platform.

## Subscription Terms
[INSERT LINK]

## Privacy Policy
[INSERT LINK]

# Task

Answer these questions in a table, step by step:

1. What does the subscription agreement allow the vendor to do with my company's data?
2. Does the agreement allow "improving services"? If so, what kind?
3. What does the privacy policy allow regarding my company's data?
4. Does the privacy policy allow "improving services"? If so, what kind?
5. Is AI, ML, or model training explicitly addressed? What does it say?
6. Could clickstream or usage data be used for training?
7. Could text or content we input be used for training?
8. How is anonymized or de-identified data treated?

# Table Columns

| Question | Exact Quote + Source + Section | Step-by-Step Reasoning | Risk Level |

Use: 🚨 (indicates they can use data for AI training), 🟨 (unclear), ✅ (no risk - they cannot use data for training)

Be risk-conscious in your assessment.

# Final Answer

Based on all the above, answer: "Can this vendor train on our company's data? If yes or maybe, how and what kind?"

Provide your reasoning before the final answer.

We're onboarding a new vendor. Review their privacy policy for red flags.

Before the table: Briefly explain what this vendor does and how they'll likely handle our data.

Table with 5 notable provisions:
| Provision | Quoted Language | Why It's Notable | Flag |
Use: 🟨 (yellow flag - potentially problematic) or 🟥 (red flag - significant concern)

Policy: [PASTE LINK]

LEASE: Attached

# Instructions

1. Draft a one-sentence summary: parties, date, term, and property leased.

2. Create a table with these columns:
   | Term | Summary | Section Reference |

3. For each term, provide:
   - A concise yet thorough summary
   - The exact section reference (number and name)

4. Extract these provisions:

   a. Basic Information:
      - Date of lease execution
      - Parties (landlord and tenant)
      - Premises type (office, retail, industrial, etc.)
      - Premises square footage
      - Base Rent
      - Additional Rent

   b. Term Structure:
      - Lease term (duration)
      - Commencement date
      - Expiration date
      - Renewal options (including notice periods)
      - Security deposit

   c. Rights and Options:
      - Rights of First Offer (ROFO)
      - Rights of First Refusal (ROFR)
      - Purchase options
      - Expansion options
      - Termination options

   d. Assignment and Subletting:
      - Assignment provisions
      - Change of control language
      - Subletting restrictions
      - Consent requirements

   e. Other Key Provisions:
      - Guarantor information
      - Environmental indemnifications
      - Bankruptcy provisions
      - Notice information (include full method and address)

   f. Unusual Provisions:
      - Any non-standard or unusual clauses

5. If any item is not found, note "Not specified in lease"

Help me create an internal company policy.

Process:
1. Ask what type of policy and key points to cover
2. Ask 3-5 clarifying questions about scope and jurisdictions
3. Continue clarifying and researching until you can outline the policy
4. Draft the outline, get my feedback
5. Draft each section one at a time, getting feedback before moving on
6. Combine into a final document

Help me draft board minutes under Delaware law.

# Questions to Ask Me

1. Is this a unanimous written consent (UWC) or minutes of a live meeting?
2. If live meeting: (a) attendees, (b) location (Zoom, HQ, other), (c) start time and date
3. What topics/items to discuss or approve?
4. If live meeting, who led each discussion?

# Document Structure

Based on my answers, create:

A. If live meeting: attendees, location, date, and time
B. Standard lead-in language (use UWC or live meeting format below)
C. Roman numeral header for each topic. For live meetings, include "[Person] led the group in a discussion of..."
D. Omnibus resolutions (use language below)
E. Signature area (Corporate Secretary for minutes; all directors for UWC)

# Lead-In for UWC

"[COMPANY NAME]
ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

Pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the bylaws of [Company], a Delaware corporation (the "Company"), the undersigned, constituting all of the sitting members of the board of directors of the Company (the "Board") sufficient to constitute a quorum of the total votes of the directorships on the Board pursuant to [RELEVANT ARTICLE] of the Company's Amended and Restated Certificate of Incorporation (the "Charter"), hereby adopt the following resolutions:"

# Omnibus Resolutions

"RESOLVED: That the officers of the Company are hereby authorized to take any and all such further action, to execute, deliver and file any and all such further agreements, instruments, documents, certificates and communications and to pay such expenses, in the name and on behalf of the Company or such officer, as any such officer may deem necessary or advisable and may approve to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution, delivery and filing of such agreements, instruments, documents, certificates or communications and the payment of such expenses by any such officer to be conclusive evidence of such officer's authorization hereunder and the approval thereof.

RESOLVED: That any and all actions taken by the directors or officers of the Company to carry out the purposes and intent of the foregoing resolutions prior to their adoption are approved, adopted, ratified and confirmed."

# Signature Block for UWC

"IN WITNESS WHEREOF, the undersigned has executed this Action by Unanimous Written Consent of the Board of Directors as of the date set forth beside such person's signature. This action shall be filed with the minutes of the proceedings of this Board of Directors and shall be effective as of the date the last signature is obtained."

Help me draft an RFP for outside counsel.

# Questions to Ask Me

1. Who is the contact at your company for the RFP? (name & email)
2. What matter do we need help with specifically?
3. What type of matter? (litigation, corporate, IP, regulatory, employment)
4. What are the trickiest strategic questions you anticipate?
5. Any special pricing requests? (flat fee, phase-based, discounted rates)

# RFP Template to Generate

## RFP to be our counsel for {MATTER NAME}

Hello, we are delighted to invite your firm to participate in our RFP for {MATTER NAME}. At {COMPANY NAME}, we collaborate deeply with our outside counsel partners. Our goal is the success of the company, and we are at our best when our outside counsel share that commitment.

Questions? Contact {CONTACT EMAIL}

## Engagement Requirements
- Abide by our Outside Counsel Guidelines
- Run a conflicts check and confirm no conflicts exist
- If other service providers are needed, agree to use our selected provider

## Written Responses Required
1. Legal name of firm, headquarters address, and address of each office providing services
2. Any business or personal relationships with Company or its management
3. Name and contact info of the attorney responsible for this relationship
4. Name, contact info and bio for each proposed team member, with explanation of why each was selected
5. Descriptions of 3+ similar matters handled by the team, approach taken, and outcome
6. A 2-page narrative on key issues, challenges, and your proposed strategy
7. Agreement to abide by engagement requirements above
8. Three client references for similar matters
9. {CUSTOM QUESTION 1 - based on strategic challenges}
10. {CUSTOM QUESTION 2 - based on strategic challenges}

## Pricing Proposal
{PRICING SECTION - based on user's preferences}

If hourly rates are approved, provide standard and discounted rates for each team member.

## Terms and Conditions
Submit electronic proposals to {CONTACT NAME} at {CONTACT EMAIL}.

All information provided is privileged and confidential. Do not disclose that this RFP is underway. Do not contact any other company employee concerning this RFP.

We may accept any proposal without further negotiation. Initial proposals should set forth your most favorable terms. We reserve the right to reject any and all responses.

## Evaluation Criteria
We will award based on experience, proposed team, strategy/approach, and overall value.

You are a compliance officer specializing in data privacy.
Your goal is to assess GDPR compliance for this EU-based company.
Provide a bullet-point list of any violations you find in this agreement, and suggest corrections.