How to Use ChatGPT for Contract Review: Complete Guide with Prompts

Contract Overview Prompt

Please analyze this contract and provide:

1. **Contract Type**: What kind of agreement is this?
2. **Parties**: Who are the parties involved and their roles?
3. **Effective Date & Duration**: When does it start and end?
4. **Core Purpose**: What is the main purpose of this agreement?
5. **Key Obligations**: What are each party's main responsibilities?
6. **Payment Terms**: Summarize any financial terms
7. **Termination Conditions**: How can either party exit?

Present this as a structured summary I can reference.

Plain Language Summary

Explain this contract to me as if I have no legal background.
What am I actually agreeing to in plain, everyday language?
Highlight anything that might surprise a typical person signing this.

Obligations Checklist

Create a checklist of everything I would be required to do if I sign this contract.
Include:
- One-time actions
- Ongoing obligations
- Deadlines or time-sensitive requirements
- Restrictions on my behavior

Analyze this NDA and tell me:

1. **Scope of Confidential Information**: What exactly is considered confidential? Is it too broad?
2. **Duration**: How long must I keep information confidential?
3. **Permitted Disclosures**: When can I share the information (legal requirements, employees, etc.)?
4. **Return/Destruction**: What happens to confidential info when the agreement ends?
5. **Mutual vs One-Way**: Does this protect both parties or just one?
6. **Exceptions**: What information is excluded from confidentiality?
7. **Non-Compete/Non-Solicit**: Are there any hidden restrictions on my future work?

Flag anything that seems unusually restrictive or one-sided.

Review this service agreement from a contractor's perspective:

1. **Payment Terms**: When and how do I get paid? Are there conditions?
2. **Scope of Work**: Is the deliverable scope clearly defined?
3. **Revision Limits**: How many revisions are included?
4. **IP Ownership**: Who owns the work product? When does ownership transfer?
5. **Kill Fee**: What happens if the client cancels mid-project?
6. **Liability Cap**: What's my maximum financial exposure?
7. **Indemnification**: Am I required to cover the client's legal costs?
8. **Late Payment**: Are there penalties for late client payment?
9. **Non-Compete**: Am I restricted from working with competitors?

Highlight any terms that are unfavorable to the contractor.

Analyze this employment contract:

1. **Compensation**: Base salary, bonuses, equity - what's guaranteed vs conditional?
2. **Benefits**: What benefits are mentioned? Any that start after a waiting period?
3. **At-Will Status**: Can I be terminated without cause?
4. **Non-Compete**: What restrictions apply if I leave? Duration and geographic scope?
5. **IP Assignment**: Do they own everything I create, even outside work hours?
6. **Invention Assignment**: Does this cover prior inventions I've already created?
7. **Severance**: What do I get if terminated?
8. **PTO Policy**: How does vacation/sick time work?
9. **Arbitration Clause**: Am I giving up the right to sue in court?
10. **Clawback Provisions**: Can they take back bonuses or equity?

What should I try to negotiate before signing?

Review this lease agreement as a tenant:

1. **Monthly Rent**: Amount, due date, late fees?
2. **Lease Duration**: Length and renewal terms?
3. **Security Deposit**: Amount, conditions for return, deduction rules?
4. **Maintenance Responsibilities**: What am I responsible for fixing?
5. **Early Termination**: Can I break the lease? What's the penalty?
6. **Rent Increases**: How and when can rent be raised?
7. **Guest/Subletting Policy**: Any restrictions?
8. **Pet Policy**: Fees, deposits, restrictions?
9. **Entry Rights**: When can the landlord enter my unit?
10. **Move-Out Requirements**: What condition must I leave the unit in?

What clauses are unusual or particularly restrictive?

Analyze this software agreement:

1. **License Type**: What am I actually licensing? Any usage limits?
2. **Subscription Terms**: Auto-renewal? Price increase provisions?
3. **Data Ownership**: Who owns the data I put in the system?
4. **Data Portability**: Can I export my data? In what format?
5. **SLA/Uptime Guarantee**: Any service level commitments?
6. **Security Provisions**: Data protection, encryption, breach notification?
7. **Termination**: What happens to my data if I cancel?
8. **Limitation of Liability**: What's their max liability if things go wrong?
9. **Indemnification**: Who's responsible for IP infringement claims?
10. **Changes to Terms**: Can they change the agreement unilaterally?

Identify any particularly concerning terms.

Red Flag Detection

Review this contract for red flags and concerning clauses:

1. **One-Sided Terms**: Anything that benefits only one party?
2. **Unlimited Liability**: Am I exposed to uncapped damages?
3. **Automatic Renewals**: Any auto-renewal with difficult cancellation?
4. **Unilateral Changes**: Can they modify terms without my consent?
5. **Broad Indemnification**: Am I required to cover excessive legal costs?
6. **Unreasonable Non-Competes**: Overly broad restrictions on future work?
7. **Hidden Fees**: Charges not obvious in the main payment terms?
8. **Unfair Termination**: Can they terminate more easily than I can?
9. **Vague Language**: Terms that could be interpreted against me?
10. **Missing Protections**: Important protections that are absent?

Explain each red flag you find and why it's concerning.

Comparison to Standard Terms

Compare this contract to what would be considered standard or fair market terms for this type of agreement.

Specifically:
- What terms are better than typical?
- What terms are worse than typical?
- What important provisions are missing that are usually included?

Focus on substantive differences, not just formatting.

Negotiation Points

Based on your analysis of this contract, suggest:

1. **Must-Change Items**: Terms that are unacceptable and must be modified
2. **Should-Negotiate Items**: Terms I should try to improve but could accept
3. **Nice-to-Have Changes**: Minor improvements worth asking for

For each item, explain:
- The current term and why it's problematic
- What a fair alternative would look like
- Suggested language for the modification

Counter-Proposal Language

For [specific clause], draft alternative contract language that:
- Protects my interests better
- Is reasonable and likely to be accepted
- Uses standard legal phrasing

Provide 2-3 alternative versions from most to least aggressive.

Questions to Ask

What clarifying questions should I ask the other party about this contract before signing?

Focus on:
- Ambiguous terms that need definition
- Processes that aren't clearly explained
- Scenarios the contract doesn't address
- Past disputes that might inform concerns