First-pass contract review that flags risk clause by clause
Reviewing counterparty paper under deadline pressure is where things get missed — the one-sided indemnity, the auto-renewal, the limitation of liability that quietly isn't mutual. Document review is the single most common generative AI use case among legal professionals at 77%, and a structured first pass from AI means your own read starts from a risk map instead of page one.
You are a senior transactional attorney performing a first-pass issue review of a contract on behalf of the {{client_role}}. My client's priorities and concerns: {{key_concerns}}. Contract text: {{contract_text}} Produce: 1. A one-paragraph plain-English deal summary (parties, term, money, what each side must do). 2. A risk table with columns: Section reference | Issue | Why it matters for my client | Suggested redline language. For every issue, quote the exact clause language you are relying on. If you cannot quote it from the text I provided, write [NOT FOUND] instead of assuming. 3. A missing-provisions check: indemnification caps, limitation of liability, termination rights, IP ownership, confidentiality, data protection, insurance, assignment, dispute resolution — mark each Present / Absent / One-sided, with the section reference. 4. The top 5 negotiation priorities, ranked, with one sentence of rationale each. Constraints: do not state what any statute or case law requires — flag legal questions as [ATTORNEY: legal question] instead. Analyze only the text provided. Frame everything as issues for attorney review, not conclusions.
Fill in your details and the prompt updates live — then copy.
Deal summary: Three-year managed IT services agreement, auto-renewing in one-year terms unless either party gives 90 days' notice; fees of $12,500/month with an annual CPI escalator. Risk table (excerpt): §9.2 — Uncapped indemnity. "Vendor shall indemnify Customer against all claims arising out of or related to Vendor's performance." Fault-neutral and unlimited; propose a cap of 12 months' fees and a negligence carve-out. §14.1 — Termination for convenience is one-sided: Customer may exit on 30 days' notice; Vendor has no reciprocal right. Missing provisions: limitation of liability — [NOT FOUND]; data-breach notification — [NOT FOUND].
The full workflow
- Strip party names and identifying details, or use a firm-approved enterprise tool with a zero-retention agreement.
- Run the prompt and read the risk table against the actual contract, clause by clause.
- Verify every quoted clause exists and says what the AI claims — check cross-references and defined terms yourself.
- Turn accepted flags into your own redlines in Word.
- Resolve every [ATTORNEY: legal question] flag with real research before advising the client.
Watch out for
Uploading a client's contract to a consumer AI tool that retains or trains on inputs can breach your duty of confidentiality — California's bar guidance says inputting client information into such tools can itself be an improper disclosure. Use enterprise or zero-retention tools, or anonymize first.
AI reliably misses games played with defined terms and cross-references — it will flag the indemnity clause but not notice that "Losses" was defined three sections earlier to exclude consequential damages. Read the definitions yourself.
The output is a first pass, not advice: Opinion 512 makes clear you cannot delegate professional judgment, and the malpractice exposure for a missed clause is yours regardless of what tool drafted the review.
Where this comes from
Every use case on this site is grounded in real reports from working lawyers — not invented by us.