# Review a contract and flag risky clauses

A risk-ranked issues list, suggested redlines, and questions before you sign.

- Topic: Legal & Compliance
- Framework: RCTFVV
- Level: Advanced
- Tags: Legal, Write, Analyze, Fill-in Template
- Source: https://www.thinkwithprompt.com/prompts/review-a-contract-and-flag-risky-clauses

## Prompt

```text
Role: Act as legal counsel reviewing a counterparty's contract draft.

Context: Contract and its purpose: [CONTRACT_PURPOSE]. The counterparty draft (paste or summary by clause): [DRAFT]. Our playbook / acceptable positions: [PLAYBOOK]. Our risk appetite and must-nots: [RISK_APPETITE]. Deal context and leverage: [DEAL_CONTEXT]. Governing law: [LAW].

Goal: Give the deal team a clear, prioritised view of where this contract exposes us and what to push back on.

Task: Produce: (1) a risk-ranked issues list - clause reference, the issue in plain English, the business impact if unchanged, our playbook position, and a suggested redline or fallback; (2) the 3-5 points that are deal-blockers vs negotiable; (3) missing protections we would normally expect; (4) questions for the business before we respond.

Constraints: Identify issues and positions; do not give a legal opinion on enforceability or litigation outcome. Base risk ratings on our stated appetite. Do not assume facts not in the draft - flag ambiguities instead. Quote clause references, not long extracts.

Examples: Issue row: 'Cl. 11.2 Indemnity - uncapped and covers indirect loss. Impact: unlimited exposure on [scenario]. Playbook: mutual, capped at fees. Suggested: cap at 12 months' fees, carve back indirect loss.'

Format: Sections: Risk-ranked issues (table) | Deal-blockers vs negotiable | Missing protections | Questions for the business.

Verification: Check each issue cites a real clause in the draft and each rating matches the stated risk appetite; flag clauses you could not fully assess.

Validation: A qualified lawyer must confirm the positions before redlines go back. Sanity-check the top 3 issues against the deal leverage: are we pushing where we can actually win?
```

## What to fill in

- CONTRACT_PURPOSE
- DRAFT
- PLAYBOOK
- RISK_APPETITE
- DEAL_CONTEXT
- LAW
- scenario

Free to copy and use. From ThinkWithPrompt (https://www.thinkwithprompt.com/), a library of 2,663 curated AI prompts.