15 AI Prompts for Assisting with Contract Review & Drafting

Contracts form the backbone of countless business and personal transactions, but navigating their dense language, complex clauses, and potential risks can be a significant challenge. Identifying key terms, understanding obligations, drafting clear language, and spotting potential issues requires careful attention and often, specialized knowledge. While Generative AI has emerged as a powerful tool for processing and generating text, it's crucial to understand its role and limitations in the legal sphere.

IMPORTANT DISCLAIMER: Generative AI is NOT a substitute for professional legal advice. The information generated by AI is for informational and preliminary drafting purposes only, may contain errors or omissions, and does not constitute legal counsel. Always consult with a qualified attorney licensed in your jurisdiction before making any decisions or taking any action based on AI-generated contract content or analysis. Reliance on AI output without professional legal review carries significant risk.

With that critical caveat in mind, AI prompts *can* be valuable assistants for preliminary tasks like summarizing documents, explaining jargon, drafting initial clause versions for review, and identifying areas for closer examination by legal counsel. This guide provides 15 prompts designed to assist with these preliminary contract review and drafting tasks, always emphasizing the need for subsequent professional legal oversight.

1. Summarize Key Contract Terms

Why it's important: Quickly grasping the essential elements of a contract (parties, purpose, duration, key obligations) is crucial before diving into detailed review.

What the prompt does: Analyzes pasted contract text and generates a concise summary of its main points and key terms.

How to use: Copy and paste the full text of the contract or a significant section. Ask the AI to summarize the key terms, parties involved, main purpose, duration, and critical obligations.

Benefits & Why it Works: Provides a quick high-level overview, saves time reading lengthy documents initially, helps identify core components for deeper review. AI excels at extracting and summarizing information from large texts. Requires verification by reading the full contract.

Summarize the key terms of the following contract text. Identify:
- The parties involved.
- The main purpose or subject matter of the agreement.
- The effective date and duration/term.
- Key obligations of each party.
- Payment terms (if applicable).
- Governing law (if specified).

Contract Text:
"""
[Paste contract text here]
"""

2. Identify Potentially Risky or Ambiguous Clauses

Why it's important: Spotting clauses that could pose risks (e.g., broad indemnities, unclear responsibilities, unfavorable termination conditions) is a primary goal of contract review.

What the prompt does: Scans contract text and flags clauses that commonly contain risks or might be considered ambiguous, based on general patterns (not specific legal analysis).

How to use: Paste the contract text. Ask the AI to identify clauses that often require careful review due to potential risks or ambiguity, such as limitation of liability, indemnity, termination, intellectual property rights, or confidentiality.

Benefits & Why it Works: Helps focus attention on potentially problematic areas for deeper scrutiny by legal counsel. AI can recognize common legal clause types known to carry inherent risks. This is NOT a substitute for a lawyer identifying actual legal risks.

Analyze the following contract text and identify clauses that commonly carry potential risks or may be ambiguous, requiring careful legal review. Focus on areas like: Limitation of Liability, Indemnification, Warranties/Disclaimers, Termination, Confidentiality, Intellectual Property, Data Privacy, Exclusivity, Assignment, Governing Law/Jurisdiction.

Contract Text:
"""
[Paste contract text here]
"""

3. Explain Legal Jargon in Plain Language

Why it's important: Contracts often use specialized legal terms ('indemnify', 'force majeure', 'waiver', 'governing law') that can be confusing for non-lawyers.

What the prompt does: Defines specific legal terms or explains complex clauses in simpler, easier-to-understand language.

How to use: Paste the specific legal term or the complex clause you want explained. Ask the AI to define the term or explain the clause in plain English.

Benefits & Why it Works: Improves understanding of contract language, aids communication about contract terms, demystifies legal terminology. AI has been trained on vast amounts of text and can define terms and rephrase complex sentences. Ensure the AI's explanation matches the specific context of your contract.

Explain the following legal term or clause from a contract in simple, plain English, suitable for a non-lawyer:

Term/Clause:
"""
[Paste the specific legal term (e.g., 'indemnification') or the full clause text here]
"""

4. Draft Specific Contract Clauses (Initial Version)

Why it's important: Drafting clear and comprehensive clauses is essential for creating effective contracts.

What the prompt does: Generates a *first draft* of a standard contract clause based on specified requirements. **This draft requires thorough review and likely modification by legal counsel.**

How to use: Specify the type of clause needed (e.g., 'Confidentiality Clause', 'Payment Terms Clause', 'Termination for Convenience Clause', 'Intellectual Property Ownership Clause'). Provide the key parameters and context (e.g., for payment terms: net 30 days, interest on late payments; for confidentiality: duration, exceptions).

Benefits & Why it Works: Provides a starting point for drafting, saves time generating initial standard language, introduces common clause structures. AI can generate text based on standard legal templates and patterns. CRITICAL: AI-drafted clauses MUST be reviewed and tailored by a qualified attorney.

Generate a *first draft* of a standard [Specify Clause Type, e.g., 'Mutual Non-Disclosure Clause', 'Limitation of Liability Clause', 'Governing Law Clause specifying New York', 'Payment Terms Clause for Net 45 days'] for a [Type of Agreement, e.g., 'Service Agreement', 'Partnership Agreement']. Include typical considerations for such a clause. 
Key Parameters: [Provide essential details, e.g., 'Liability cap at amount paid under contract', 'Confidentiality period of 3 years'].

5. Compare Similar Clauses Across Documents

Why it's important: When dealing with multiple versions or related contracts, understanding the differences between similar clauses (e.g., liability limits) is vital.

What the prompt does: Compares two versions of a similar clause from different documents (or versions) and highlights the key differences.

How to use: Paste the text of Clause Version A and Clause Version B. Ask the AI to compare them and clearly list the substantive differences in obligations, rights, or definitions.

Benefits & Why it Works: Quickly identifies variations between clauses, aids in negotiation and version control, highlights changes or discrepancies. AI text comparison capabilities can spot differing language.

Compare the following two versions of a similar contract clause and list the key differences in meaning, obligations, or rights:

Clause Version A:
"""
[Paste text of the first clause version here]
"""

Clause Version B:
"""
[Paste text of the second clause version here]
"""

6. Simplify Complex Legal Language

Why it's important: Making contract language clearer and more accessible (where appropriate and without changing legal meaning) can reduce misunderstandings.

What the prompt does: Attempts to rephrase a dense or complex legal sentence or paragraph into simpler, more understandable English, *while aiming to preserve the core meaning*. **Accuracy must be verified by legal counsel.**

How to use: Paste the complex sentence or paragraph. Ask the AI to rewrite it in simpler terms suitable for a non-legal audience, explicitly stating it should strive to retain the original legal intent.

Benefits & Why it Works: Can improve readability for non-lawyers, useful for internal summaries or explanations. AI excels at paraphrasing and simplifying text. Significant risk of changing legal meaning; attorney review is essential.

Rewrite the following complex legal sentence/paragraph in simpler, plain English, while attempting to preserve the original core meaning. 

Complex Text:
"""
[Paste the dense legal text here]
"""

7. Check for Internal Inconsistencies

Why it's important: Contradictory terms or definitions within the same contract can lead to disputes and ambiguity.

What the prompt does: Scans provided contract text to identify potentially inconsistent or contradictory statements or definitions.

How to use: Paste the full contract text (or significant sections where inconsistency is suspected). Ask the AI to check for internal inconsistencies, conflicting definitions, or clauses that seem to contradict each other.

Benefits & Why it Works: Helps flag potential internal conflicts for review, improves contract clarity and coherence. AI can compare different parts of the text to identify logical discrepancies based on language patterns. Not foolproof; requires careful human review.

Analyze the following contract text for potential internal inconsistencies or contradictory statements. Flag any clauses, definitions, or obligations that seem to conflict with each other.

Contract Text:
"""
[Paste significant sections or full contract text here]
"""

8. Generate Contract Outlines/Templates

Why it's important: Starting a contract from scratch can be daunting. An outline or template provides a basic structure.

What the prompt does: Creates a basic outline or template structure listing the standard sections and clauses typically found in a specific type of contract.

How to use: Specify the type of contract you need an outline for (e.g., 'Non-Disclosure Agreement (NDA)', 'Simple Service Agreement', 'Website Terms of Use', 'Lease Agreement'). Ask for a standard outline or template structure.

Benefits & Why it Works: Provides a starting structural framework, ensures common sections aren't missed, useful for initial drafting organization. AI has been trained on many standard contract structures. Templates are generic; legal counsel must tailor them extensively.

Provide a standard outline listing the typical sections and clauses found in a '[Specify Contract Type, e.g., Software License Agreement, Independent Contractor Agreement, Commercial Lease Agreement]'.

9. Brainstorm Negotiation Points

Why it's important: Before negotiating a contract, identifying key clauses and potential points for discussion or pushback is crucial.

What the prompt does: Analyzes a specific clause or section of a contract and suggests potential points for negotiation from your perspective (or the counterparty's).

How to use: Paste the specific clause(s) of concern (e.g., 'Limitation of Liability', 'Exclusivity', 'Payment Schedule'). Specify your role or desired outcome (e.g., 'I am the service provider and want less liability', 'I am the client and need faster payment terms'). Ask the AI to brainstorm negotiation points or counter-arguments.

Benefits & Why it Works: Helps prepare for negotiations, identifies potential areas of compromise, anticipates counterparty arguments. AI can analyze clause implications and suggest alternative positions based on common negotiation tactics. Consult legal counsel on negotiation strategy.

Analyze the following contract clause from the perspective of [Your Role, e.g., 'the Licensor', 'the Tenant', 'the Party providing services']. Brainstorm potential points for negotiation or areas where I might want to seek clarification or modification.

Clause Text:
"""
[Paste the specific clause text here, e.g., the warranty clause, the payment schedule, the termination clause]
"""

10. Identify Potentially Missing Clauses

Why it's important: Sometimes what's *not* in a contract is as important as what is. Missing standard clauses can leave parties unprotected.

What the prompt does: Based on the described type of contract, suggests standard clauses that might be missing from the provided text or outline.

How to use: Describe the type of agreement and its purpose (e.g., 'Software Development Agreement', 'Freelance Writing Contract'). Provide the existing clause list or full text. Ask the AI if any standard or important clauses seem to be missing for this type of agreement (e.g., 'Is there a Force Majeure clause?', 'Should there be an IP ownership clause?').

Benefits & Why it Works: Acts as a preliminary checklist for completeness, highlights potentially overlooked standard protections. AI recognizes typical structures for common contract types. Attorney review needed to determine necessary clauses for your specific situation.

Review the following list of clauses included in a draft '[Specify Contract Type, e.g., 'Consulting Agreement', 'Website Development Contract']'. Based on standard practice for this type of agreement, are there any common or important clauses that appear to be missing?

Included Clauses:
[List the main clauses or headings already in the draft]

11. Translate Contract Language (Preliminary)

Why it's important: Understanding contracts in different languages requires translation. AI can provide a quick, initial translation.

What the prompt does: Provides a machine translation of a contract clause or section from one language to another.

How to use: Paste the text you need translated. Specify the source language and the target language (e.g., 'Translate from French to English').

Benefits & Why it Works: Offers a fast, initial understanding of foreign language text. AI translation engines are powerful. CRITICAL: Machine translation is NOT reliable for legal accuracy. Certified human translation and legal review in the target language are essential for binding documents.

Provide a preliminary machine translation of the following text from [Source Language] to [Target Language].

Original Text:
"""
[Paste text here]
"""

12. Check Clause Enforceability (General Principles Only)

Why it's important: Certain types of clauses (like non-competes or broad liability waivers) have legal limitations on their enforceability.

What the prompt does: Provides *general information* about common legal principles affecting the enforceability of certain types of clauses (based on common law concepts, NOT specific jurisdiction laws).

How to use: Paste or describe the type of clause (e.g., 'a non-compete clause restricting work for 5 years globally', 'a clause waiving all liability for negligence'). Ask about general legal principles or common factors courts consider regarding the enforceability of such clauses (e.g., reasonableness, public policy).

Benefits & Why it Works: Offers general educational background on legal concepts affecting certain clauses. AI can access legal information databases (with limitations). EXTREMELY HIGH RISK. This is NOT legal advice. Enforceability depends entirely on specific facts and applicable jurisdiction law. Only a qualified attorney can advise on enforceability.

Provide general information about common legal principles or factors courts often consider regarding the enforceability of a '[Specify Clause Type, e.g., 'Non-Compete Agreement', 'Liquidated Damages Clause', 'Exculpatory Clause']'. What are some typical requirements for such clauses to be considered potentially enforceable (e.g., reasonableness in scope/duration, clarity, public policy considerations)?

13. Draft Contract Amendment Language (Initial Version)

Why it's important: Changes to an existing contract need to be formally documented through an amendment.

What the prompt does: Generates a *first draft* of language for a contract amendment or addendum based on the specified changes.

How to use: Identify the original contract (by date and parties). Specify the clause number(s) being changed. Clearly state the *exact* change needed (e.g., 'Change the completion date in Clause 5.1 from X to Y', 'Add the following sentence to the end of Clause 3.2', 'Replace Clause 7 entirely with the following new text...').

Benefits & Why it Works: Provides a starting point for amendment drafting, helps structure the changes clearly. AI can generate formal language incorporating specified modifications. Requires legal review to ensure the amendment is valid and correctly integrates with the original contract.

Generate a *first draft* of standard language for an amendment to the contract dated [Date of Original Contract] between [Party A Name] and [Party B Name]. The amendment should make the following specific change(s): '[Clearly state the changes, e.g., '1. Replace Clause 6.1 entirely with the following text: "New Clause 6.1 Text..." 2. Change the Term End Date in Clause 2.1 from "December 31, 2025" to "June 30, 2026".']. Include standard language stating that all other terms of the original agreement remain in effect.

14. Find Standard Clause Examples

Why it's important: Seeing examples of standard clauses can help understand their typical structure and language.

What the prompt does: Provides *examples* of standard legal clauses (e.g., Force Majeure, Governing Law, Confidentiality) for informational purposes.

How to use: Ask for an example of a specific type of standard contract clause (e.g., 'Show me an example of a typical Force Majeure clause', 'Provide an example of a Governing Law clause specifying Delaware').

Benefits & Why it Works: Illustrates common clause structures and language, aids understanding of standard legal concepts. AI can retrieve typical examples from its training data. Examples are generic and MUST NOT be copied directly without review and tailoring by legal counsel for your specific situation.

Provide an *example* of typical language used in a standard '[Specify Clause Type, e.g., 'Force Majeure Clause', 'Confidentiality Clause', 'Assignment Clause', 'Notices Clause']'.
**IMPORTANT NOTE:** These are generic examples for informational and illustrative purposes only. They should NOT be copied and used directly in any contract without thorough review, tailoring, and approval by qualified legal counsel based on your specific circumstances and jurisdiction.

15. Identify Party Obligations and Deadlines

Why it's important: Understanding precisely what each party is required to do and by when is fundamental to contract compliance.

What the prompt does: Scans contract text and attempts to extract and list the specific obligations and deadlines assigned to each party.

How to use: Paste the relevant sections or the full contract text. Identify the parties (e.g., 'Party A is the Client', 'Party B is the Service Provider'). Ask the AI to list the specific obligations and any associated deadlines for each party mentioned in the text.

Benefits & Why it Works: Helps create a checklist of responsibilities and dates, aids in contract management and compliance. AI can identify action verbs and date references associated with specific parties. Requires careful verification against the original contract text.

Analyze the following contract text and extract a list of specific obligations and any associated deadlines for each party identified. Clearly label obligations for '[Party A Name/Role]' and '[Party B Name/Role]'.

Contract Text:
"""
[Paste relevant sections or full contract text]
"""
**Note:** This extraction is based on textual analysis and may miss nuances or implied obligations. It requires careful verification against the original contract by the user and/or legal counsel.

Workflow: Using AI as a Preliminary Contract Assistant

AI can assist *before and alongside* professional legal review:

1. Initial Understanding: Start with prompt #1 (Summarize Contract) for a quick overview. Use prompt #3 (Explain Jargon) and prompt #6 (Simplify Language) to clarify confusing parts. Use prompt #11 (Translate) for foreign language documents (for initial gist only).
2. Preliminary Analysis: Use prompt #2 (Identify Risks) and prompt #7 (Check Inconsistency) to flag areas needing close legal scrutiny. List out responsibilities with prompt #15 (List Obligations). Compare versions using prompt #5 (Compare Clauses). Check for missing elements with prompt #10 (Missing Clauses) and get general background on enforceability with prompt #12 (Enforceability Check - extreme caution needed).
3. Initial Drafting Assistance: Get a structural start with prompt #8 (Contract Outline). See examples with prompt #14 (Clause Examples). Generate *first drafts* of specific clauses with prompt #4 (Draft Clause) or amendments with prompt #13 (Draft Amendment).
4. Preparation for Discussion: Brainstorm points for discussion with prompt #9 (Negotiation Points).
5. CRITICAL STEP: Submit all AI outputs, drafts, and analyses to your qualified legal counsel for thorough review, correction, tailoring, and advice specific to your situation and jurisdiction.

Conclusion: AI as a Tool, Not a Lawyer

Generative AI offers intriguing possibilities for increasing efficiency in handling the textual aspects of contracts. It can help summarize, explain, compare, and generate initial drafts faster than ever before. However, its limitations are profound in the legal domain. AI lacks legal judgment, cannot understand specific context or intent like a human lawyer, is unaware of jurisdiction-specific nuances, and cannot provide actionable legal advice or create legally sound final documents independently.

Therefore, while these prompts can be useful *assistants* in the preliminary stages of contract review and drafting, they absolutely **cannot replace the critical analysis, advice, and expertise of a qualified attorney.** Use AI responsibly as a tool to augment your process, but always rely on professional legal counsel for final review, advice, and decision-making regarding any contract.