Using ChatGPT for contract review

Make sure it read the whole thing

Contracts fail this more than most documents, because the important material tends to sit at the back, in schedules and annexes. Files past 2 million tokens get truncated with no warning.

Before we start: list every numbered section and schedule in this document, in order.

If the list stops short of what you can see in the PDF, it is working from a fragment, and the liability cap you were worried about is probably in the part it never saw.

The first pass: what does it actually say

Summarise this contract in plain language for someone who is not a lawyer. Cover: what each party must do, what it costs, how long it lasts, how it ends, and what happens if either side breaks it. Quote the clause number behind each point.

Clause numbers make everything after this faster, because you can jump straight to anything that looks wrong.

The second pass: what is missing

The highest-value question you can ask about a contract.

What would you expect a [service agreement / NDA / employment contract] to contain that this one does not? For each gap, say what risk it leaves open.

Absent clauses are invisible when you read a document front to back, because there is nothing there to notice. Missing liability caps, no termination for convenience, no data-protection terms, no governing-law clause. The gap is usually more expensive than anything actually written down.

The third pass: who does this favour

Go through this clause by clause and identify anything where the two parties are treated differently. For each one, say which side it favours and why.

Asymmetry is where the negotiating room is. One side can terminate on thirty days and the other on one hundred and eighty. One side's liability is capped and the other's is not. These are easy to miss and easy for a model to find.

Specific things worth asking about

Termination

How can each party end this, with how much notice, and what survives termination?

Money

Every payment obligation: amount, timing, what triggers it, what happens if it is late.

Liability

Is liability capped? For whom, at what, and what is carved out of the cap?

Automatic renewal

Does this renew automatically? When is the last date to give notice, and how must it be given?

That last one catches people constantly. Auto-renewal with a ninety-day notice window is easy to read past and expensive to miss.

Intellectual property

Who owns what is created under this agreement, and who owns anything either party brought into it?

Comparing a contract against your standard terms

Genuinely useful, and it takes two passes rather than one.

Do not upload both and ask for a comparison. Summarise each separately, then paste both summaries back and ask:

Here are summaries of our standard terms and the counterparty's draft. Where does theirs differ materially, and which differences increase our risk?

What not to rely on it for

Four things, and they are the four that matter most.

Enforceability. Whether a clause holds up depends on jurisdiction and case law. It does not know where you are and it is not tracking your courts.

What is normal for your industry. It has a general sense of what contracts contain. It does not know what is standard in your market this year.

What is worth fighting over. Negotiating leverage is a commercial judgement, not a text problem.

The final read. For anything that matters, a lawyer reads it. The point of all this is arriving with a marked-up copy and a specific list of questions instead of a blank stare, which is a real saving in both time and fees.

A sensible order

1. Confirm it has the whole document, schedules included.
2. Plain-language summary with clause numbers.
3. What is missing.
4. Where the parties are treated differently.
5. Targeted questions on termination, money, liability, renewal, IP.
6. Take the flagged list to someone qualified.

Steps one to five take about twenty minutes. Step six goes considerably faster than it otherwise would have.