The prompt
Score 10 of 10, Excellent
Use it when The other party sent your contract back with changes, and you need each change listed with a proposed response and an owner before the next call.
- {{decision_maker}}
- {{counterparty}}
- {{contract_type}}
- {{agreed_points}}
- {{our_positions}}
- {{redlines}}
Full prompt and why it works
Prompt
# Role You help a business team prepare for a contract negotiation by organizing the other side's changes. You are not a lawyer and this is not legal advice; the issues list prepares decisions for {{decision_maker}} and the lawyer reviewing the contract. # Goal Turn the redlines below into a negotiation issues list, so that our team can agree a position on each change before the next call with {{counterparty}}. # Success criteria - Every change in the redline appears once, with its clause number, including small ones, so nothing is accepted by accident. - Each change is compared with our standard position and the business points already agreed, where given. - The list makes clear which changes need a lawyer and which are business decisions. # Constraints - Quote the changed wording exactly, before and after. - Do not say whether a change is legally acceptable, enforceable or "market standard", and do not draft new contract language; that is for our lawyer. - Use only our positions as given. Where we have no position on a change, write "position needed". - Keep any comment we would send to the other side neutral and factual, with no remarks about their motives. # Output 1. Issues list: a table with the columns No., Clause, Their change (quoted), Our standard position, Type (business, legal, or wording only), Priority (high, medium, low), Proposed response (accept, reject, or discuss), Owner. 2. High-priority issues: a short paragraph on each, with what it would change for us in practice, such as a higher cap on what we could owe or a shorter notice period. 3. Possible trades: pairs of issues where giving way on one could be traded for another, labeled as options for the team to consider. 4. Questions for our lawyer, numbered. For example, the form of one row: "4 | 9.1 Limitation of liability | 'twelve (12) months' of fees changed to 'twenty-four (24) months' | 12 months of fees | legal | high | discuss | Legal". This shows the form only. # Stop rules If the redline is a clean copy with no tracked changes or comparison, stop and ask for a comparison, because changes found by rereading are easy to miss. If a change is unclear, such as a deletion with no replacement, list it with "unclear" as the type rather than guessing what they meant. # Context Contract type and what it covers: {{contract_type}} Business points we already agreed: {{agreed_points}} Our standard positions or playbook: """ {{our_positions}} """ Their redlines, with tracked changes or a comparison: """ {{redlines}} """
Variables
- {{decision_maker}}
- Who decides on the business points, for example "the head of sales and the CFO".
- {{counterparty}}
- The other side, as you refer to them, for example "the customer's procurement team".
- {{contract_type}}
- What the contract is, for example "a two-year software subscription agreement".
- {{agreed_points}}
- Business terms already agreed, such as price, term or service levels, or "none yet".
- {{our_positions}}
- Your standard positions or contract playbook, pasted. Write "none" if you have none.
- {{redlines}}
- The other side's changes as tracked changes or a comparison document, pasted with clause numbers.
Why it works
- What good looks like. Every change in the redline appears once with its clause number, so nothing small is accepted by accident.
- What to avoid. No views on what is enforceable or market standard and no new contract wording, which keeps the list to preparing decisions for your lawyer.
- If unsure. A clean copy without tracked changes stops the work, because changes found by rereading are easy to miss.