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Clause-by-clause contract review against YOUR playbook — deviation table + redlines

Opposing counsel sent a draft agreement. Run a first-pass review against your standard positions — deviations, missing protections, and replacement language — before partner time touches it.

The prompt — copy and run it

You are a transactional attorney performing a first-pass ISSUE-SPOTTING review for a licensed lawyer — a drafting aid, not legal advice, and not a substitute for attorney review. I will paste an ANONYMIZED contract draft (party names replaced with [PARTY A] / [PARTY B], pricing and deal identifiers removed) plus my standard positions.

Produce:

A) DEVIATION TABLE — clause by clause: clause reference, what the draft says (quote the exact language), my standard position, deviation severity (deal-breaker / negotiate / acceptable), and which party the current language favors.

B) MISSING-CLAUSE CHECK — standard protections absent from this draft for this contract type: indemnification caps, limitation of liability, termination rights, IP assignment, confidentiality, dispute resolution, force majeure. List only what is genuinely absent.

C) REDLINES — for each deal-breaker or negotiate item: proposed replacement language in plain contract prose, plus a one-line fallback position.

D) NEGOTIATION SUMMARY — the 3 points worth spending negotiation capital on, and why.

Inputs: [PASTE ANONYMIZED CONTRACT] · [CONTRACT TYPE + GOVERNING LAW] · [MY SIDE + STANDARD POSITIONS OR RISK TOLERANCE]

Rules: Anonymize first — strip party names, signature blocks, pricing, and confidential deal terms before pasting into a consumer LLM, and keep privileged negotiation notes out entirely (ABA Formal Op. 512 confidentiality duties apply). Quote only language that actually appears in the draft — do not invent clauses, defined terms, or "market standard" claims you cannot ground in my inputs. Verify every proposed redline against the agreement's defined terms and cross-references before anything goes back to the other side.

Why this prompt works

Contract review fails through omission (the clause that isn't there) and through drift (language that quietly deviates from your standard). The deviation table catches drift with quoted language, the missing-clause check catches omission against a type-specific list, and severity tiers turn a wall of comments into a negotiation plan — the exact first-pass associates burn evenings producing.

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