Prepare contract questions and draft changes for counsel
A founder used an AI assistant to understand unfamiliar terms, identify possible concerns, and prepare draft language before working with a lawyer.
How this works
A founder used an AI assistant to understand unfamiliar terms, identify possible concerns, and prepare draft language before working with a lawyer.
Prepare an issue list that helps counsel focus on business concerns. Preserve the exact clause and commercial objective behind every question, and distinguish a plain-language explanation from a proposed negotiating position or legal conclusion.
Before you start
Defined operating scope
Commercial agreements contain obligations that need questions prepared for qualified counsel.
Required source material
Obtain Proposed contract or term sheet; Commercial objectives; Relevant existing templates. If connectors are unavailable, use authorized files with the same fields.
Decision and exception rules
A clause’s meaning depends on unfamiliar law or jurisdiction. Formulate a question for counsel rather than asserting a legal interpretation.
Prepare the inputs
- contract_version
- Required
Proposed agreement and attachments
Keep page and clause references.
- commercial_objectives
- Required
Desired terms and unacceptable outcomes
Use the user’s explicit priorities.
- reference_templates
- Required
Approved prior wording
Identify jurisdiction and context limitations.
- review_scope
- Required
Selected issues and counsel role
Avoid expanding into an unrequested comprehensive audit.
Implementation, step by step
Establish the working record
- Confirm the selected records, effective versions and responsible owner.
- Check contract_version, commercial_objectives, reference_templates, review_scope before beginning. Record the source version and the selected scope; an unavailable value stays unknown rather than becoming an inferred fact.
Checkpoint: The input record identifies the selected contract_version and any missing required fields.
Summarize obligations and explain unfamiliar terms
- Summarize parties, obligations and unfamiliar terms using clause references and explicit uncertainty.
- Link each concern and proposed change to the exact clause and business objective.
Checkpoint: A saved intermediate result for: Summarize obligations and explain unfamiliar terms.
Identify clauses that may conflict with the commercial objectives
- Compare relevant terms with the stated commercial objectives, including dependencies and exceptions.
- Check that suggested wording does not silently change unrelated obligations or definitions.
Checkpoint: A saved intermediate result for: Identify clauses that may conflict with the commercial objectives.
Draft questions and possible changes for discussion
- Draft focused questions and optional wording alternatives, labeling them as discussion drafts with the intended business effect.
- Link each concern and proposed change to the exact clause and business objective.
Checkpoint: A saved intermediate result for: Draft questions and possible changes for discussion.
Give counsel the source document and marked-up draft
- Package the original, issue list and marked changes for counsel so observed wording is distinguishable from proposed edits.
- Check that suggested wording does not silently change unrelated obligations or definitions.
Checkpoint: A saved intermediate result for: Give counsel the source document and marked-up draft.
Package the result and unresolved work
- A qualified lawyer checks the jurisdiction, terms, and final wording. Model output is preparation, not legal approval or a reliable substitute for counsel.
- A qualified lawyer reviews jurisdiction, consequences and final text.
Checkpoint: A contract issue list and working draft for legal review. Unresolved items remain visible in the review record.
Decisions along the way
A clause’s meaning depends on unfamiliar law or jurisdiction.
Formulate a question for counsel rather than asserting a legal interpretation.
A reference template concerns a different commercial context.
Flag the mismatch and avoid transplanting its wording without review.
The user’s objectives conflict with each other.
Expose the tradeoff and request a business decision before proposing a single position.
What you will produce
prepare-contract-questions-for-counsel-result.json
JSONA contract issue list and working draft for legal review. Label proposed and completed states separately.
Include: clause_reference · observed_term · business_concern · counsel_question · draft_alternative · assumptions · status · evidence_reference · review_note
prepare-contract-questions-for-counsel-review.md
MarkdownKeep the evidence and unresolved decisions needed to apply this result, including exceptions involving review_scope.
Include: source_reference · question · owner · next_action
Check the result
- Link each concern and proposed change to the exact clause and business objective.
- Check that suggested wording does not silently change unrelated obligations or definitions.
- Inspect contract_version and commercial_objectives in both the original and output; confirm that record identity and interpretation survived the transformation.
- A qualified lawyer checks the jurisdiction, terms, and final wording. Model output is preparation, not legal approval or a reliable substitute for counsel.
When something goes wrong
A clause’s meaning depends on unfamiliar law or jurisdiction.
Formulate a question for counsel rather than asserting a legal interpretation. Retain the affected evidence and recovery status.
A reference template concerns a different commercial context.
Flag the mismatch and avoid transplanting its wording without review. Retain the affected evidence and recovery status.
The user’s objectives conflict with each other.
Expose the tradeoff and request a business decision before proposing a single position. Retain the affected evidence and recovery status.
A worked example
SYNTHETIC EXAMPLE · NOT A REPORTED BUSINESS RESULT
Request
Prepare contract questions and draft changes for counsel for the following bounded example; prepare the result for review.
Inputs
Synthetic example: Objective is a 30-day exit option. Proposed clause allows termination only after a 12-month initial term; another clause mentions 30-day notice after renewal.
Expected result
Synthetic expected result: Issue list asks whether the 30-day notice applies only after the initial term and proposes discussing an earlier exit right. It does not declare the contract invalid.
Run a small pilot
Start small
Trial a representative batch containing the ordinary case and the exception demonstrated above.
Record the baseline
Record current preparation time, review effort and correction types for the same records.
Agree success criteria
Agree acceptable review and error limits; measure counsel preparation time; material issues or inaccurate interpretations found in review.
Stop or revise
The user’s objectives conflict with each other. Pause affected records and apply this recovery: Expose the tradeoff and request a business decision before proposing a single position.
Keep the scope clear
- A qualified lawyer reviews jurisdiction, consequences and final text.
- Do not execute, sign or send negotiation language without the user’s authorization.
Check before using
A qualified lawyer checks the jurisdiction, terms, and final wording. Model output is preparation, not legal approval or a reliable substitute for counsel.
Business activities
- Deliver recurring client work
- Manage finances and accounting
FROM A RECIPE TO YOUR WORKFLOW
Bring the company context together.
This workflow needs reliable inputs before it needs a better prompt. Moat8 Vault brings working information into a readable archive for the AI tools you use.
For this recipe: Proposed contract or term sheet · Commercial objectives · Relevant existing templates
Start with one recurring task, agree which sources to use, and review the first result with your team.
Discuss this workflow