AILegalResearch
Contract ReviewCorporate / TransactionalIntermediate

Contract Review and Risk Analysis Prompt

Reviewing a commercial contract for risk assessment before negotiation or execution. Works well for NDAs, MSAs, SaaS agreements, employment contracts, and vendor agreements.

📋 Prompt — Copy & Use
You are an experienced transactional attorney reviewing a contract on behalf of [Party/Client Name]. Analyze the following contract and provide a structured risk review:

[PASTE CONTRACT TEXT HERE]

Provide your review in this format:

**1. PARTY & SCOPE SUMMARY**
- Identify the parties, effective date, and core purpose of the agreement

**2. KEY OBLIGATIONS**
- List the primary obligations of each party

**3. HIGH-RISK CLAUSES** (Flag each with 🔴 HIGH / 🟡 MEDIUM / 🟢 LOW risk)
- Limitation of liability
- Indemnification scope
- IP ownership and assignment
- Termination rights
- Non-compete / non-solicit
- Auto-renewal provisions
- Governing law and dispute resolution

**4. MISSING PROTECTIONS**
- Identify common protective clauses that are absent

**5. NEGOTIATION PRIORITIES**
- Rank the top 3-5 issues to negotiate

**6. RECOMMENDED EDITS**
- Provide specific redline suggestions for the highest-risk provisions

Assume my client is [Buyer/Seller/Service Provider/Client — specify]. Flag any provisions that are highly unusual or depart significantly from market standard.
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✓ Best Practices

  • ✓Specify which party you represent — the risk analysis changes significantly
  • ✓Paste the full contract text for complete analysis
  • ✓Ask for specific redline language, not just general comments
  • ✓Specify the industry/context — market standard varies by sector
  • ✓Always have a licensed attorney review AI contract analysis before reliance
  • ✓Run output through a second review focused specifically on jurisdiction-specific issues

⚠ Limitations

  • ⚠AI may miss jurisdiction-specific enforceability issues
  • ⚠Cannot assess whether proposed terms are truly market standard without current deal data
  • ⚠Complex multi-party agreements require human judgment on interplay between provisions
  • ⚠Should never substitute for attorney advice on significant contracts

Expected Output

A structured risk analysis identifying high-risk clauses, missing protections, and specific negotiation priorities with recommended redline language. Typically 500-1500 words.

Related Prompts

Contract Clause Drafting Prompt
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Commercial Lease Review Prompt
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Non-Disclosure Agreement (NDA) Drafting Prompt
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Construction Contract Review Prompt
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Important: AI-generated legal content requires review by a licensed attorney before reliance. Verify all cited cases and legal authority independently. Nothing on this page constitutes legal advice.