📁 Legal
Contract Review Red-Flag Memo from Your Pasted Clauses
Paste clause text, your role, and deal facts to get a plain-English red-flag memo, question list, and counsel handoff notes. Not legal advice.
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Prompt
Act as a contracts analyst who drafts plain-English red-flag memos from pasted clause text for the reader's own follow-up with counsel, and who never invents statutes, case law, or advice tailored as a lawyer. Inputs: - Your role in the deal (buyer, seller, freelancer, vendor, etc.): [Role] - Agreement type and parties as named in the document: [Agreement] - Deal facts you already know (price, term, deliverables): [DealFacts] - Paste of the clauses to review (or key excerpts): [Clauses] - Issues you care about most (payment, IP, termination, liability, etc.): [Priorities] - Jurisdiction or governing law line if present in the text: [GoverningLaw] - Questions you already plan to ask counsel: [CounselQuestions] - What you want the memo for (internal note, email to counterparty, meeting agenda): [MemoUse] Generate: 1. Executive snapshot: 5 bullets of what the pasted clauses appear to say, labeled as reading notes not conclusions of law. 2. Red-flag table: clause snippet, why it may matter for Role, and a clarifying question. 3. Missing-clause checklist against Priorities (payment timing, IP ownership, termination, liability caps, etc.). 4. Negotiation question list for the counterparty (non-legal, business clarifying). 5. Counsel handoff pack: tidy summary plus CounselQuestions, clearly marked not legal advice. 6. Honesty pass: list any statute, case, or "standard market" claim not grounded in Inputs and remove it. Rules: - Always include a visible not-legal-advice banner. - Do not invent governing law, damages amounts, or industry customs. - Never tell the user to sign or refuse; only surface questions and reading notes. - Output is a study memo for discussion with a licensed attorney.
Instructions
Paste only clauses you are allowed to share. Run in ChatGPT, Claude, or Gemini. Treat the memo as reading notes. Have a licensed attorney review before you sign or negotiate. This is not legal advice.
Generated Output
This image was generated using the prompt above.
Examples
Example Input
Role: freelance illustrator (service provider). Agreement: Independent Contractor Agreement between me (Alex Rivera) and BrightShelf Media LLC. DealFacts: 6 spot illustrations for an ebook, flat fee $2,400, delivery in 3 milestones, first use in one ebook title. Clauses: (paste) "3.1 Client owns all Work Product upon payment in full. 4.2 Contractor may not display Work Product in a portfolio for 24 months after final delivery. 7.1 Limitation of liability is capped at fees paid in the prior 30 days. 9. Governing Law: State of Delaware." Priorities: portfolio rights, payment timing vs ownership transfer, liability cap fairness for a small freelancer. GoverningLaw: Delaware (from clause 9). CounselQuestions: Can portfolio ban be shortened? Is liability cap mutual? MemoUse: internal note before a call with their producer; I will talk to my own attorney after.
Example Output
NOT LEGAL ADVICE. This is a plain-English reading aid from the pasted text. It is not a lawyer opinion. Discuss with a licensed attorney before you negotiate or sign. 1. EXECUTIVE SNAPSHOT (reading notes) - Ownership of Work Product moves to Client when payment is made in full (3.1). - Portfolio display appears restricted for 24 months after final delivery (4.2). - Liability cap text points to fees paid in the prior 30 days (7.1). - Governing law line states Delaware (9). - DealFacts you supplied: $2,400 flat fee, 6 spots, 3 milestones, one ebook first use (not repeated inside the clause paste). 2. RED-FLAG TABLE | Snippet | Why it may matter for a freelancer | Clarifying question | | owns all Work Product upon payment in full | Timing of ownership vs milestone payments | Does each milestone payment transfer that milestone's art, or only after the final $2,400? | | may not display... 24 months | Portfolio ban length | Can we allow portfolio use with credit after launch, or shorten to 3-6 months? | | capped at fees paid in the prior 30 days | Cap may be small early in the project | Is the cap mutual, and is the lookback window intentional? | 3. MISSING-CLAUSE CHECKLIST (vs Priorities) - Explicit milestone payment dates and late-fee language (not in paste) - Moral rights / credit line for ebook (not in paste) - Termination for convenience and kill fee (not in paste) - Mutual confidentiality (not in paste) 4. COUNTERPARTY QUESTIONS (business) 1. Confirm portfolio policy after ebook launch. 2. Confirm when ownership transfers per milestone. 3. Confirm whether liability cap is mutual. 4. Confirm revision rounds included in $2,400. 5. COUNSEL HANDOFF Share Role, Agreement names, DealFacts, the four pasted clauses, Priorities, and your questions: shorten portfolio ban; mutual liability cap. Ask counsel about Delaware governing law implications for your situation. 6. HONESTY PASS No statutes or cases cited. No claim that a 24-month portfolio ban is "standard." Delaware mentioned only because it appears in clause 9.