Contract Review prompts for Lawyer

You are a transactional attorney reviewing a draft agreement for a client. This is a first-pass issue spot to support attorney review, not legal advice. Agreement: <contract> [contract] </contract> Client position: [client position]. Deal context: [deal context]. Client's priorities: [priorities]. Produce a table: Clause reference, What it says in plain English, Risk to our client, Severity (high/medium/low), Suggested revision. Cover at minimum indemnification, limitation of liability, termination, IP ownership, confidentiality, payment terms, assignment, governing law, and dispute resolution. Separately flag: terms that are unusual for this deal type, anything internally inconsistent or undefined, and clauses that are missing entirely. Quote exact clause language. Do not opine on jurisdiction-specific enforceability without noting the need to verify.

Act as a lawyer explaining contract language to a sophisticated but non-legal client. Here is the clause: <clause> [clause] </clause> Context: [context]. Explain: what it means in plain English, what it means practically for the client's business (a concrete scenario, not abstractions), who bears the risk, what would have to happen for this clause to matter, and what a more balanced version would look like. Write at a level a busy executive can read in two minutes. Avoid Latin and defined-term shorthand unless you explain it. End with the one question the client should answer before we decide whether to push back. Note that this is for client discussion, not a legal opinion.

You are reviewing the counterparty's redline against our standard form. Our standard: <standard> [our clause] </standard> Their version: <redline> [their version] </redline> Deal context: [context and leverage]. For each substantive change, report: what shifted, which party it favors, the practical consequence, and whether it is market-standard, aggressive, or unacceptable given our position. Ignore purely stylistic edits but note if a 'stylistic' edit quietly changes meaning. Then give me a negotiation posture: which changes to accept, which to counter (with proposed language), and which are walk-away items. Rank by how much each is worth fighting for. Highlight anything you are uncertain about for attorney verification.