AI Prompts for ChatGPT for Contract Review: Risk-Flagging, Clause Ranking, Negotiation Priorities

I have been sent a contract to review. Contract details: [CONTRACT TYPE: EMPLOYMENT OFFER / FREELANCE AGREEMENT / SERVICE AGREEMENT / NDA / VENDOR AGREEMENT / SAAS TERMS / COMMERCIAL LEASE]. Other side is [OTHER PARTY: EMPLOYER, CLIENT, VENDOR, LANDLORD]. Deal size or scope: [SIZE]. Before I read line by line, tell me: what are the three to five clauses that matter most in this type of contract, what is the standard commercial norm on each, what is the specific asymmetry pattern (which party typically drafts to advantage themselves), and what should I look for before I even start reading. This is the orientation I hold in my head as I read.

For the contract I am about to negotiate, honestly assess my leverage. My situation: [MY SITUATION: I HAVE COMPETING OFFERS / I NEED THIS DEAL TO HAPPEN / THIS IS A ROUTINE TRANSACTION / THE OTHER SIDE HAS MORE ALTERNATIVES THAN I DO / I AM IN A REPEAT RELATIONSHIP / ONE-SHOT DEAL]. The other side situation: [OTHER SIDE SITUATION: THEY HAVE ALTERNATIVES / THEY NEED MY SPECIFIC SKILL OR ASSET / THEY ARE A LARGE COUNTERPARTY WITH STANDARD TERMS / THEY ARE A PEER]. Tell me: where I have leverage, where I do not, what is realistically negotiable, and what is likely take-it-or-leave-it. This shapes what I push on.

Here is the full contract text: [PASTE CONTRACT]. Summarize the whole document in plain English before we go clause by clause. Cover: what am I agreeing to do, what is the other party agreeing to do, how much money is changing hands and when, how long does this obligation last, how can either party exit, what happens if something goes wrong. Two-page summary maximum. If a clause is so unusual it changes the shape of the deal, flag it in the summary rather than waiting for the clause-by-clause pass.

From the contract text [PASTE OR REFERENCE], identify the deal-breaker clauses I should read most carefully before I invest time in the rest of the review. Not just the highest-risk clauses generally, but the specific ones that could materially harm me given my situation [MY SITUATION]. Rank them one to five with the specific reason each is a deal-breaker for me and the specific outcome I need on each to proceed. If any clause disqualifies the deal outright, name it and explain why.

The contract is governed by [JURISDICTION: CALIFORNIA / NEW YORK / DELAWARE / ENGLAND / OTHER]. Flag the specific jurisdiction gotchas in this type of contract [CONTRACT TYPE]. Include: enforceability quirks (non-competes are unenforceable in California, some non-solicit clauses are limited elsewhere), notice and cure requirements specific to the jurisdiction, statute of limitations for related claims, and any legal-remedy language that the jurisdiction interprets differently than standard. This is where non-lawyers most often sign clauses they do not realize are unenforceable or extra-enforceable.

The indemnification clause in my contract reads: [PASTE CLAUSE]. Review it. Include: what this clause actually requires me to do (defend, indemnify, hold harmless are legally distinct), the trigger events (third-party claims, my breach, gross negligence, IP infringement), the scope of what is covered (attorney fees, damages, settlements), any caps or exclusions (or their absence, which is the most common problem), the reciprocity (does the other side indemnify me for their conduct), and the specific redline I would send back to make this fair. Explain in plain English what the risk actually is in a real scenario.

The IP assignment or ownership clause reads: [PASTE CLAUSE]. Review it for my situation [MY ROLE: EMPLOYEE / INDEPENDENT CONTRACTOR / VENDOR]. Include: what IP I create is being assigned (work product only, or all inventions during employment including personal), the specific scope (is my side project a personal invention I retain, or does the clause swallow it), the moral rights waiver if any, the retention rights I keep, and the specific redline to preserve my side project or pre-existing IP. In California, Labor Code 2870 limits assignment; flag whether that applies. In other jurisdictions, flag the analogous protection or its absence.

The non-compete and non-solicit clauses read: [PASTE CLAUSES]. Review them for my jurisdiction [JURISDICTION] and situation. Include: the scope of the non-compete (industries covered, geography, duration), enforceability in my jurisdiction (California voids non-competes broadly, FTC rules affect enforceability nationally, other states have varying tests), the non-solicit scope on customers versus employees, whether the non-solicit is reasonable in duration and scope, and the specific redline I would send. Flag whether the clause as drafted is actually enforceable, since some employers use terms that would not hold up but that intimidate employees anyway.

The payment terms and any late-payment or default clause read: [PASTE CLAUSES]. Review them. Include: the specific payment amount and cadence, the specific trigger for payment (invoice, milestone, delivery), the specific deadline (net 30, net 60, net 90), any right to withhold or dispute (or absence), the late-payment penalty or interest, my right to suspend service for non-payment, the collection mechanism, and the specific redline to protect me if the client pays late (which is the most common freelance and service agreement risk). Include specific language for the redline, not just conceptual advice.

The termination clause reads: [PASTE CLAUSE]. Review it. Include: the specific termination-for-cause conditions (breach, insolvency, change of control), the specific termination-for-convenience terms (either side can exit with X days notice), the notice period and method, the specific transition obligations (return of materials, offboarding, handover), the payment obligations at termination (accrued fees, kill fees, non-payment triggers), the survival clauses (which obligations continue post-termination), and the specific redline to protect my exit rights and payment on early termination.

From my clause-by-clause review, I have these concerns: [LIST OF CONCERNS]. Rank the negotiation priorities. Categorize each concern: must-fix (deal will not proceed without this change), important-to-fix (I will push and expect movement, but might accept the original in exchange for something else), nice-to-fix (I will mention it but not die on it), and accept-as-is (the clause is fine or the leverage cost of pushing is too high). Consider my leverage [MY LEVERAGE], the norms for this contract type, and the sequencing of the conversation.

For each must-fix and important-to-fix concern, draft the specific redline language I send back. Format: the original clause, the redlined version with tracked changes shown, and the two-sentence explanation of why I want the change. Language must be professional, non-adversarial, and specific enough that the other side does not have to guess what I want. Include the fallback position if the other side pushes back on my first ask.

Draft the email I send to the other side alongside the redlined contract. Include: the warm opening that maintains the relationship, the summary of the meaningful changes I am proposing (not clause-by-clause, thematic), the specific rationale for the two most substantive changes, the flexibility signal on the less critical items, the specific ask (please review and let me know if we can align on these), and the closing that keeps momentum. Not lawyerly and combative; clear, professional, human.

For each redline I am sending, anticipate the counter-response from the other side. Include: which redlines they will accept without argument, which they will push back on and what their argument will be, which they will refuse to move on and why, and my response frame for each pushback (concession language, alternative language, or the frame for maintaining my position). Rehearsal so I can respond in the moment rather than having to think from scratch.

Given my must-fix items [MUST-FIX LIST], design my walk-away decision. Include: the specific combination of outcomes on the must-fix items where I proceed, the combination where I do not, the specific alternative I have if I walk away (competing offer, alternative vendor, doing without), the emotional prep for actually walking away if the situation calls for it, and the specific language for a graceful walk-away that does not burn the relationship. Clarity here is what makes negotiation actually work.

Here is the final version of the contract after negotiation: [PASTE FINAL CONTRACT]. Run the pre-signature final review. Include: verify that all agreed changes are actually in the document (people forget), verify that no new language was inserted during the negotiation that we did not discuss, check that exhibits and schedules are attached and referenced correctly, check that names and legal entities are correct, check that dates and dollar amounts are correct, and flag any last remaining concern I might have been willing to accept when tired but should reconsider before signing.

After I sign this contract, what are the specific things I need to do to protect myself operationally. Include: filing the executed contract where I can find it (specific folder and naming convention), calendaring the critical dates (payment dates, renewal dates, notice deadlines for renewal or termination, expiration), documenting the pre-existing IP or exclusions we negotiated (so I can prove them later), setting up the payment tracking if I am the freelancer or vendor, and the specific communication I send internally so the right people know the terms.

The contract I signed on [PRIOR DATE] is up for [RENEWAL / AMENDMENT] on [DATE]. Terms currently: [CURRENT TERMS]. Proposed changes: [PROPOSED CHANGES]. Review the proposed changes against the current agreement. Flag any subtle shift (a rate increase disguised as a notice change, a scope expansion, a new automatic renewal clause). Rank the negotiation priorities on the amendment. Draft the specific counter-proposal if the amendment shifts terms materially in the other side favor.

From the review of this contract, extract the reusable lessons for the next time I sign a [CONTRACT TYPE]. Include: the specific clauses I now know to look at first, the specific redlines I now know to request, the specific jurisdiction points that applied, the specific behavior from the other side (what they conceded, what they refused), and the specific improvement in my own negotiation approach for next time. Compile into a one-page personal contract review checklist I run every future time.

Here is the summary of concerns in the contract I reviewed [SUMMARY]. Help me decide honestly whether this is a contract I can sign after ChatGPT-assisted review, or whether I should engage a lawyer. Include: the specific factors that suggest lawyer review is warranted (contract size above a threshold, novel provisions, unusual jurisdiction, material personal or business risk, other party has lawyer-drafted terms and refuses to move), the specific factors that suggest I can proceed with the review as-is, and the specific scoped question I bring to the lawyer if I engage one so the review is affordable.