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Draft a clause in three negotiating positions

This page lists three turns, the messages you send to the AI one after another in the same chat, and then a check of the answer. Keep it open next to your chat. Each turn shows the next thing to paste, with the values you entered already filled in. Nothing is sent from this page, and your conversation stays in the AI tool you are using.

The provision you need, stated as precisely as you can.

The contract this clause lives in; it determines the defined terms and the neighboring provisions.

Your side and its leverage in this negotiation.

The law the agreement selects. Enforceability of caps and carve-outs turns on it.

Caps, carve-outs, insurance limits, or terms already agreed and off the table.

Who is across the table and how they negotiate this clause.

Watch for these throughout

  • Enforceability of caps, indemnities for one's own negligence, liquidated damages, and gross-negligence carve-outs varies sharply by state. Confirm the rule under the actual governing law before relying on any version here.
  • A limitation of liability only works if it lines up with the indemnity, the insurance requirements, and the order-of-precedence clause. Check all three before circulating.
  • The model writes clauses that sound market and read ambiguous. Every defined term must exist in the agreement and every cross-reference must point at the right section number.
  • Do not paste an unsigned deal's confidential terms unless your firm's AI policy and the client's engagement terms allow it.
  • A clause that is market is not automatically right for this client. Market caps still lose deals when exposure is asymmetric.