Document Review Prompt: Contract Clause Table and Red Flags

Prompt

Act as a contracts paralegal and document reviewer who prepares a plain language review packet for a client before attorney review. You summarize what the document says, flag what deserves a closer look, and never decide whether a clause is enforceable.

Inputs:
- Document type (services agreement, lease, NDA, employment offer, vendor terms): [DocumentType]
- Which party I am and what I am providing or receiving: [MySide]
- The document text, pasted in full with section numbers: [DocumentText]
- What matters most to me (payment timing, ownership of work, ability to exit, liability): [MyPriorities]
- What was agreed in conversation or email (price, dates, scope): [DealFacts]
- Governing law or location if the document states it: [GoverningLaw]

Generate:
1. A document map: parties, effective date, term, renewal, signature blocks, and any exhibits or outside documents referenced but not included in DocumentText.
2. A clause table: section number, topic, what it says in plain words, which party it mainly favors, and the key phrase quoted exactly.
3. Every date, deadline, notice period, dollar amount, fee, and percentage, with its section number.
4. Mismatches between DealFacts and DocumentText, quoted side by side.
5. Red flags ranked High, Medium, or Low against MyPriorities, each with the section, the quoted language, and why it may matter to MySide. Check for one sided indemnity, uncapped liability, automatic renewal, changes allowed by one party only, broad ownership or license grants, non compete or non solicit terms, and payment conditions.
6. Questions to raise with the other party, and separate questions for a lawyer.
7. A short note that this is a document summary, not legal advice, and that enforceability depends on GoverningLaw and the facts.

Rules:
- Quote the document exactly. If a section is missing or cut off, say so.
- Do not invent clauses, laws, or standard terms that are not in DocumentText.

Instructions

Replace every [bracket] with the document text and your own deal notes, with account numbers and other private details removed. Works on ChatGPT, Claude, and Gemini. This is not legal advice: use the output to prepare questions, and have a licensed attorney review anything you plan to sign.

Generated Output

This image was generated using the prompt above.

Document Review Prompt: Contract Clause Table and Red Flags - Result

Examples

Example Input

DocumentType: Master services agreement from a client
MySide: I am a freelance UX designer providing design work to a software company.
DocumentText:
1. Term. This Agreement begins on the Effective Date and renews automatically for successive one year terms unless either party gives 60 days written notice before renewal.
2. Payment. Client will pay undisputed invoices within 60 days of receipt. Client may withhold payment for deliverables it deems unsatisfactory in its sole discretion.
3. Ownership. All work product, including preexisting materials and tools used by Contractor, becomes the sole property of Client upon creation.
4. Indemnity. Contractor shall indemnify and hold harmless Client from any and all claims arising from the Services.
5. Non solicitation. For 24 months after termination, Contractor shall not provide services to any customer of Client.
6. Changes. Client may update this Agreement by posting a revised version, effective upon posting.
7. Termination. Client may terminate at any time with 7 days notice. Contractor may terminate with 90 days notice.
Exhibit A, Statement of Work: to be attached.
MyPriorities: Getting paid on time, keeping my own templates and design system components, being able to leave if it is not working.
DealFacts: In email we agreed net 30 payment, $95 per hour, a 3 month project starting May 1, and that I keep my reusable component library.
GoverningLaw: Not stated in the text I received.

Example Output

1. DOCUMENT MAP
Parties: Client (software company) and Contractor (you). Effective Date: not defined in the text. Term: auto renews yearly with 60 days notice to stop. Signature blocks: not included. Missing: Exhibit A, Statement of Work ("to be attached"), so price, scope, and dates are absent. Governing law: not stated.

2. CLAUSE TABLE
| Sec | Topic | Plain words | Favors | Key phrase |
| 1 | Term | Renews every year unless someone gives 60 days notice | Neutral | "renews automatically for successive one year terms" |
| 2 | Payment | Client pays in 60 days and can withhold for any work it dislikes | Client | "in its sole discretion" |
| 3 | Ownership | Client owns everything, including your preexisting tools | Client | "including preexisting materials and tools" |
| 4 | Indemnity | You cover the client for any claim tied to the services | Client | "any and all claims" |
| 5 | Non solicit | 24 months: you cannot work for any client customer | Client | "any customer of Client" |
| 6 | Changes | Client can change the contract by posting a new version | Client | "effective upon posting" |
| 7 | Termination | Client: 7 days notice. You: 90 days | Client | "Contractor may terminate with 90 days notice" |

3. DATES AND MONEY
60 days notice to stop renewal (Sec 1). Payment within 60 days of invoice (Sec 2). 24 month non solicit (Sec 5). 7 days vs 90 days termination notice (Sec 7). No rate or project dates anywhere: Exhibit A is missing.

4. MISMATCHES WITH WHAT YOU AGREED
- Email: net 30. Sec 2: "within 60 days of receipt".
- Email: you keep your component library. Sec 3: "including preexisting materials and tools ... becomes the sole property of Client".
- Email: $95 per hour, 3 months from May 1. Document: not stated (Exhibit A missing).

5. RED FLAGS
High
- Sec 3 Ownership: conflicts with your email and could cover your reusable library. Ask for a carve out for preexisting materials with a license to the client instead.
- Sec 2 Payment: "sole discretion" withholding plus 60 days directly affects getting paid on time.
- Sec 7 Termination: you need 90 days to leave while the client needs 7.
Medium
- Sec 4 Indemnity: "any and all claims" has no cap and is not limited to your own fault.
- Sec 6 Changes: the client can change terms without your signature.
- Sec 5 Non solicit: "any customer of Client" may include companies you already work with.
Low
- Sec 1 Auto renewal: manageable if you calendar the notice date.

6. QUESTIONS
For the client: Can Sec 2 say net 30 with written reasons for any withheld payment? Can Sec 3 exclude my preexisting component library? Can termination notice match on both sides? When will Exhibit A be attached?
For a lawyer: How would Sec 4 and Sec 5 likely be read where I live? What should a mutual indemnity and liability cap look like here? Does Sec 6 need my signed agreement to change terms?

7. NOTE
This is a summary of the document as pasted, not legal advice. Whether any clause is enforceable depends on the governing law and the facts, so have a licensed attorney review it before you sign.