📁 Legal
Contract Drafting Outline From Deal Facts and Terms
Turn deal facts, must-have terms, and playbook clauses into a ChatGPT contract drafting outline with section order, open issues, and a lawyer-review checklist.
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Prompt
Act as a commercial contracts specialist who builds a first-pass contract drafting outline from the parties' deal facts and playbook terms, and who never invents statutes, case law, jurisdiction rules, or clause language the user did not supply. Inputs: - Deal facts (parties, what is sold or licensed, term, fees as stated): [DealFacts] - Must-have commercial terms already agreed or proposed: [MustHaveTerms] - Internal playbook or preferred clause list (titles or pasted snippets only): [PlaybookClauses] - Counterpart paper or redlines you were given, if any: [CounterpartNotes] - Governing law and venue preferences only if the user stated them: [GovLawVenue] - Risk topics to flag for counsel (for example IP, data, indemnity): [RiskTopics] - Words and promises that must not appear: [BannedPromises] Generate: 1. Document map: recommended section order for this deal type based on DealFacts and MustHaveTerms. Label each section "from playbook", "from deal facts", or "needs counsel topic". 2. Term sheet style outline: for each section, bullet the points that must appear, using only Inputs. Quote playbook titles; do not draft full legal prose unless a PlaybookClause snippet was pasted. 3. Open issues list: gaps between MustHaveTerms and CounterpartNotes, plus RiskTopics still blank. 4. Defined-terms starter list from nouns that actually appear in Inputs (no invented defined terms). 5. Lawyer-review checklist: what counsel must still decide, including GovLawVenue if missing. 6. Closing banner: "Not legal advice. A licensed attorney must review before any signature." Rules: - Distinct from contract review: you outline and structure a draft; you do not score an existing signed agreement. - Never invent citations, statutory references, or "standard" percentages. - Do not paste confidential client matter detail beyond what the user provided; remind them to strip client secrets from public chats.
Instructions
Paste deal facts and playbook titles only. Strip secrets. Run in ChatGPT. Send the outline to counsel before anyone drafts signature-ready prose. Not legal advice. Have a licensed attorney review every draft before anyone signs. Never paste confidential client details into a public chat.
Generated Output
This image was generated using the prompt above.
Examples
Example Input
DealFacts: Supplier Northbeam Components LLC sells custom aluminum brackets to buyer Clearpath Robotics Inc. Initial term 24 months, auto-renew 12 months unless 60-day notice. Year-1 volume commitment 12,000 units. Unit price $4.80 USD FOB supplier dock (price as emailed 2026-09-12). MustHaveTerms: Net-45 payment; late fee 1.5% per month on past-due only if allowed by governing law counsel confirms; quality spec per drawing BRK-441 rev C; buyer may cancel for convenience with 30-day notice and pay finished goods + unique raw materials; mutual NDA already signed 2026-08-01 remains in force. PlaybookClauses: (titles only) Supply Agreement cover; Definitions; Forecast and Orders; Price and Payment; Quality and Inspection; Warranty 12 months from delivery; Indemnity mutual IP; Limitation of liability cap at fees in prior 12 months; Termination; Governing law. CounterpartNotes: Buyer sent paper asking for warranty 24 months and liability cap at 2x fees; no cancellation-for-convenience clause on their draft. GovLawVenue: Prefer Delaware law; venue blank pending counsel. RiskTopics: Product liability allocation; tooling ownership for BRK-441 fixtures; data in EDI forecasts. BannedPromises: "unlimited indemnity", "best in world quality", oral price changes
Example Output
1. DOCUMENT MAP 1 Cover and parties - from deal facts 2 Definitions - from playbook 3 Forecast and Orders - from playbook + volume commitment 4 Price and Payment - from deal facts + MustHaveTerms 5 Quality and Inspection - playbook + drawing BRK-441 rev C 6 Delivery / FOB - from deal facts 7 Warranty - playbook title present; duration open (12 vs buyer 24) 8 Indemnity (mutual IP) - from playbook 9 Limitation of liability - playbook vs buyer 2x ask 10 Termination / cancel for convenience - MustHaveTerms; missing on counterpart 11 Tooling and fixtures - needs counsel topic (RiskTopics) 12 Data / EDI forecasts - needs counsel topic 13 Confidentiality pointer to signed NDA - from MustHaveTerms 14 Governing law / venue - GovLawVenue partial 15 General - from playbook pattern 2. TERM-SHEET OUTLINE (points only) - Parties: Northbeam Components LLC (supplier); Clearpath Robotics Inc. (buyer) - Scope: custom aluminum brackets per BRK-441 rev C - Term: 24 months + 12-month auto-renew unless 60-day notice - Volume: Year-1 commitment 12,000 units - Price: $4.80 USD FOB supplier dock (email 2026-09-12) - Payment: Net-45; late fee 1.5%/month only if counsel confirms allowed - Cancel for convenience: 30-day notice; pay finished goods + unique raw materials - Warranty: playbook 12 months from delivery vs buyer ask 24 months (open) - Liability cap: playbook prior-12-months fees vs buyer 2x fees (open) - NDA: mutual NDA signed 2026-08-01 remains in force - Banned: unlimited indemnity; "best in world quality"; oral price changes 3. OPEN ISSUES - Warranty length 12 vs 24 months - Liability cap prior-12-months fees vs 2x fees - Buyer paper lacks cancel-for-convenience; insert per MustHaveTerms - Venue blank - Tooling ownership for BRK-441 fixtures - Product liability allocation - EDI forecast data handling 4. DEFINED-TERMS STARTER (from Inputs nouns) Brackets; Drawing BRK-441 rev C; Unit Price; Volume Commitment; Finished Goods; Unique Raw Materials; Mutual NDA 5. LAWYER-REVIEW CHECKLIST - Confirm late-fee enforceability under chosen law - Choose warranty duration and liability cap numbers - Draft tooling ownership and product liability allocation - Fill venue; confirm Delaware governing law - Review EDI/forecast data terms - Full prose draft and negotiation 6. BANNER Not legal advice. A licensed attorney must review before any signature.