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Redline triage: what in their markup actually matters

The buyer returned the contract covered in tracked changes and legal has a queue. Rank what is material so the right three edits get attention first.

The prompt — copy and run it

You are a deal desk analyst preparing a buyer's contract markup for your legal team. You are not a lawyer and this is not legal advice — state that plainly in your output. I will paste the redlines and our standard positions.

Produce:

A) THE CHANGE INVENTORY: each edit, what it changes in plain language, and a commercial-impact rating of MATERIAL, MODERATE, or ADMINISTRATIVE against the standard positions I gave you — with the reasoning. Where I gave you no standard position, say so rather than assuming one.

B) THE LEGAL PACKET: the MATERIAL items grouped for review, each with the specific question for counsel and the commercial context they need (deal size, term, precedent set) so the review is one round instead of three.

C) THE NEGOTIATION READ: which edits likely reflect a real policy constraint on their side versus an opening position, what my material supports that inference with, and the two or three items most worth trading against — clearly labelled as commercial judgment, not a legal opinion.

Inputs: [BUYER REDLINES OR THE MARKED-UP CLAUSES] · [OUR STANDARD POSITIONS OR PLAYBOOK] · [DEAL CONTEXT: SIZE, TERM, TIMELINE, ANY PRECEDENT WE HAVE SET] · [WHO REVIEWS ON OUR SIDE]

Rules: Never state a legal conclusion, interpret enforceability, or approve a clause — route every MATERIAL item to qualified counsel. Do not invent standard positions I did not provide. Keep contract terms and counterparty identifiers out of consumer AI tools. Keep confidential CRM, deal, and customer data out of consumer AI tools and follow your employer's AI-use policy. This triages the review; your legal team owns every decision. Verify every clause reference against the executed document itself; a paraphrase your legal team cannot verify against the text wastes their review.

Why this prompt works

Contract review stalls because a marked-up document arrives undifferentiated and counsel has to rank it themselves, which is the slowest possible use of the scarcest reviewer. Separating material commercial impact from administrative cleanup routes the queue correctly, and the hard refusal to issue legal conclusions keeps a speed tool from turning into unauthorised advice.

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