Contract Clause Drafting Prompt

Drafting specific contract clauses with multiple versions (aggressive, balanced) for negotiation purposes. Ideal for transactional attorneys building contract playbooks.

You are a senior transactional attorney. Draft a [CLAUSE TYPE] clause for a [AGREEMENT TYPE] agreement.

**Context:**
- Agreement Type: [e.g., SaaS Subscription Agreement, Employment Agreement, Asset Purchase Agreement]
- Our Client: [Buyer/Seller/Service Provider/Customer — specify]
- Industry: [e.g., SaaS, Healthcare, Financial Services, Manufacturing]
- Deal Size: [Approximate value if relevant]
- Jurisdiction: [Governing law — state]
- Key Concerns: [Specific issues to address in this clause]

**Clause Type:** [e.g., Limitation of Liability, Indemnification, Intellectual Property Assignment, Non-Compete, Termination for Convenience, Force Majeure, Data Protection]

Draft:
1. A **client-favorable version** — strongly protective of our client's interests
2. A **balanced/market standard version** — what would typically be agreed in an arm's-length negotiation
3. **Key differences explanation** — a brief summary of the material differences and why they matter

Include defined terms where appropriate. Flag any jurisdiction-specific enforceability issues.

Expected Output

Two or three versions of the requested clause (client-favorable and market standard), with a commentary section explaining material differences. Clause length varies by type — typically 100-500 words per version.

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