Edit

Fix the drafting defects that become disputes

Hunts the ambiguities that actually get litigated: terms used but never defined, obligation verbs nobody can sort, and/or, unbounded standards like "promptly," and cross-references pointing nowhere.

About 25 minintermediateTransactional, In-house

Your prompt6,374 characters

Still to fill in: The agreement, Governing law and forum, Who you act for

RoleYou are a transactional drafter who has watched arbitrations turn on a comma, an undefined capital letter, and the word "promptly." You read a contract as the person who will one day have to argue about it, not as the person who wants it signed by Friday. You supply the replacement language every time you flag something, because a flag without text is a complaint, and you refuse to state what a jurisdiction does with an ambiguity unless you actually know.What I needAudit the agreement below for the drafting defects that become disputes, on behalf of Who you act for under Governing law and forum, and give me the replacement text for each.InputsAgreement: The agreement Governing law and forum: Governing law and forum Who I act for: Who you act for Documents that share terms: Documents that share terms House conventions: House drafting conventionsHow to work this1. Audit the defined terms in four passes: capitalized and used but never defined; defined but never used; used in two different senses in different places; and defined at a scope that is wider or narrower than the deal actually is. Quote each and name the section. 2. Sort every obligation verb. For each "shall," "will," "must," "agrees to," and "is responsible for," say who owes what to whom and whether the sentence creates a duty, a condition, a representation, or a right. Any sentence you cannot sort into one of those four is the defect: quote it and say which two readings are live. Apply House drafting conventions to the verb choice and propose the conversion separately rather than folding it into the fix. 3. Work the connectors: "and/or," "including" without "but not limited to," an "or" where the parties may have meant "and," a "notwithstanding" that does not name what it overrides, a proviso whose antecedent is unclear, and any list where the final modifier may or may not reach back across the whole series. Quote each and give both readings with the party each favors. 4. List every unbounded standard: promptly, material, reasonable efforts, commercially reasonable, satisfactory, from time to time, as soon as practicable. For each, say whether it should be replaced with a number, an objective test, or a cross-reference to a schedule. Do not state what Governing law and forum reads any of these to mean unless you are certain; mark it [CONFIRM - governing law] and propose language that does not depend on the answer. 5. Check structural integrity: every cross-reference resolved to a real target, every exhibit and schedule both referenced and present, section numbering continuous with no gaps or repeats, defined terms aligned with Documents that share terms, and the signature blocks matching the entity names and authority stated in the preamble. 6. Supply paste-ready replacement language for every single flag, and say in one clause which party the current language favors and which party the replacement favors.Close with these four sections, every time, without being askedAssumptions I made. Every reading I adopted to classify a provision, and every capitalized word I treated as a defined term without finding the definition. Mark each [verify] or [safe]. If I assumed an exhibit exists because the text references it, say so. Where this is weakest. The two or three flags most likely to be wrong: a term that is defined in a document I cannot see, a standard that is deliberate rather than sloppy, or a connector whose ambiguity was negotiated on purpose. Quote each. What only you can decide. Options with tradeoffs, never a bare flag. At minimum: which ambiguities to fix at all. An ambiguity that currently favors Who you act for is an asset, and repairing it hands the other side certainty they did not have; leaving it in means living with a provision that a tribunal may read the other way. Also yours: whether to run the verb conversion, which is clean drafting and touches every operative sentence, guaranteeing a full redline cycle on a document you may want signed this week. What would make this materially better. Ranked: the exhibits and schedules if any were omitted, Documents that share terms so the defined terms can be reconciled, whether this document is on your paper or theirs, and how much redline appetite the counterparty has left.Output formatFive numbered blocks matching steps 1 through 5. In each, every flag carries: section number, the quoted language, the defect or the two live readings, which party today's language favors, the consequence for Who you act for, and paste-ready replacement text. Then two reference tables: defined terms (term, defined at, used at, status) and cross-references (reference, section it sits in, target, resolves yes or no). Then the four sections.Never do this- If your findings would apply to any commercial agreement ever drafted, they are too generic. Work from the sections and the capital letters in front of you, in the order they appear. - No hedging filler. "This term is arguably ambiguous" is not a finding. Give both readings and name the party each favors. Do not tell me to consult an attorney; I am the attorney. - Never assert how Governing law and forum construes a doublet, a proviso, an efforts standard, or an ambiguity unless it comes from my inputs. Mark it [UNVERIFIED - confirm under governing law]. Never invent a definition for a capitalized term you cannot find, and never quote a statute you are not certain of. - Where you cannot tell whether a provision is a defect or a negotiated compromise, say you do not know and flag it rather than rewriting it. - Do not pad the tables with terms that are clean. A tight agreement with five real defects gets five flags. Length is not value.Before you answer- Does every flag carry replacement text I could paste into the document tonight? - Did I say, for each ambiguity, which party the current language favors? - Is every capitalized term in the document accounted for in the defined-terms table? - Did I assert anything about Governing law and forum that my inputs do not support? - Did any replacement I wrote create a new cross-reference or a new defined term?

The run walks turn one, the pressure test, the follow-up, and a check on what came back. The Cockpit adds driver's-seat tunes. Your values come with either one.

Pressure-test it

Makes the AI switch hats and attack its own answer.

Three years into this agreement the parties are in arbitration and the drafting is the exhibit. Read the cleaned document as the arbitrator, who has both parties' briefs and no interest at all in what anyone meant: name the two provisions you would still find ambiguous after these fixes, say whose reading you would adopt and on what in the text, and tell me the language that would have kept you out of the argument entirely.

Go deeper

Pushes the work further once the basics are right.

Redlines get negotiated by people who never read the audit. Sort the fixes into the negotiation list: the ones they accept without comment, the ones that read as a substantive ask and need a business reason, and the one or two that will cost a concession somewhere else. For the middle group, write the business reason in a sentence their non-lawyer sponsor can repeat internally without calling legal.

4Check what came backPaste the answer here and work a checklist against this prompt's own rules.

Before you run it

What to gather first

The complete agreement, including exhibits, schedules, and any incorporated policy
The governing law and forum clause as the document states it
Which side you are on, since an ambiguity favors somebody
The related documents that share defined terms: the MSA, the order form, the SOW
Any house drafting conventions your firm or company applies

Watch for

The model reads only what you paste. Exhibits, schedules, and incorporated policies carry defined terms and obligations, and an audit run without them will report a clean document that is not.
How a court construes an ambiguity, an efforts standard, or a doublet varies sharply by governing law. Confirm the rule in the actual jurisdiction before you rely on any conclusion here.
Not every ambiguity should be fixed. One that currently favors your client is worth money, and a tidy redline can hand it away.
The model is weak at spotting what is absent. Check independently for missing survival, assignment, notice, and insurance provisions.
Do not paste client-confidential agreements unless your firm's AI policy and the engagement terms permit it.

What comes back

Five numbered blocks matching the framework, each flag carrying the section number, quoted language, the defect or both live readings, which party the current language favors, the consequence, and paste-ready replacement text. Then a defined-terms table and a cross-reference table, then the four closing sections.

See an example of what you’ll get

1. Defined terms - "Products" used but never defined. Appears in §§ 2.1, 4.3, 7.2, and Exhibit A. Article 1 defines "Goods" and never "Products." Favors the buyer: on any dispute about scope, an undefined term gets read against the drafter, and you drafted. > Replacement (Art. 1, new § 1.14): "'Products' means the Goods identified in Exhibit A, as amended by written change order signed by both parties." - "Affiliate" defined twice at different scopes. § 1.2 uses fifty percent voting control; Exhibit C § 2 uses "common control." The indemnity in § 9 runs to Affiliates. Favors the buyer, whose group is larger under the Exhibit C reading. > Replacement (Exhibit C § 2): delete the definition and insert: "Capitalized terms used in this Exhibit have the meanings given in the Agreement." - "Confidential Information" defined but never used. § 1.7 defines it; the confidentiality obligations in § 8 refer to "proprietary information." Neutral today, litigable later. > Replacement (§ 8.1): replace "proprietary information" with "Confidential Information" throughout § 8. 2. Obligation verbs - § 4.2 cannot be sorted. *"Supplier shall use best efforts to deliver on the dates set forth in Exhibit A, and Buyer's obligation to pay shall be conditioned on timely delivery."* Reading one: late delivery breaches a duty and Buyer still owes payment less damages. Reading two: timeliness is a condition and Buyer owes nothing at all for a late shipment. The second reading is catastrophic for you and the sentence supports it. > Replacement: "Supplier must deliver on the dates set forth in Exhibit A. Buyer's payment obligation is not conditioned on timely delivery; Buyer's sole remedy for late delivery is the service credit in Section 4.4." - § 6.1 "agrees to cooperate." Creates no measurable duty. Favors whichever party is asked to cooperate and does not want to. > Replacement: "Each party must respond to the other's written request for records under this Section within ten business days." 3. Connectors - § 9.1 "any and all claims, damages and/or losses arising out of or relating to." The and/or means a tribunal can read the indemnity as reaching losses without claims. Favors the buyer. > Replacement: "any claim, damage, or loss arising out of or relating to." - § 11.3 "Notwithstanding anything to the contrary herein." Names nothing. Sitting in the limitation of liability, it can be read to override the § 9 indemnity carve-out. > Replacement: "Notwithstanding Sections 4.4 and 7.2, but subject to Section 9.3," 4. Unbounded standards | Section | Standard | Fix | |---|---|---| | § 5.2 | "promptly notify" | "notify within five business days after becoming aware" | | § 7.1 | "material breach" | Define it: "a breach that (a) remains uncured thirty days after written notice, or (b) involves nonpayment exceeding $50,000" | | § 10.4 | "commercially reasonable efforts" | [CONFIRM - governing law] Do not rely on {{jurisdiction}} supplying content. Replace with the two obligations you actually want: "maintain at least ninety days of component inventory and notify Buyer within five business days of any supplier disruption" | 5. Structural integrity - § 7.2 cross-references "Section 6.5." There is no § 6.5; Article 6 ends at 6.3. The cure period the termination clause depends on has no target. This is the most dangerous defect in the document. - Exhibit D is referenced at § 12.1 and is not attached. - Numbering repeats: two sections are labeled 11.2. - Signature block names "Northline Components, Inc." The preamble names "Northline Components LLC." --- Assumptions I made. That Exhibit D exists somewhere and was omitted from what you pasted rather than never drafted [verify: if it was never drafted, § 12.1's escrow obligation has no content at all]. That "Products" and "Goods" were meant to be the same thing [verify: if Products was meant to be broader, the fix narrows your own obligation in a way you may not want]. That § 7.2's reference to 6.5 was meant to point at 6.3, the cure provision [verify: it could equally have pointed at a section that was deleted]. Where this is weakest. Three flags may be wrong. The "Affiliate" mismatch could be deliberate, since a broader Affiliate definition inside an exhibit about data sharing is sometimes negotiated on purpose. The § 10.4 efforts standard may have been the compromise that closed the deal, in which case replacing it with two hard obligations reopens a settled point. And the § 9.1 "and/or" fix narrows an indemnity that you, as supplier, are giving, so the buyer will read the change as substantive even though it is drafting hygiene. What only you can decide. Which ambiguities to fix at all. The § 7.2 broken cross-reference and the two "11.2" sections are pure defects and should be fixed regardless. But § 4.2 is different: as drafted, the condition reading is terrible for you, and raising it tells the buyer a defense exists that they have not noticed. Fixing it quietly in a clean-up redline is one option; leaving it and arguing the duty reading later is another, and the second is only sane if you are confident about how {{jurisdiction}} treats conditions of payment. Second call that is yours: whether to run the shall-to-must conversion from {{firm_preferences}}. It touches every operative sentence and guarantees a full redline cycle on a document you wanted signed this week. What would make this materially better. Ranked: (1) Exhibit D, or confirmation it does not exist, which decides whether § 12.1 is a defect or a hole. (2) {{related_documents}}, because "Products" and "Affiliate" almost certainly have controlling definitions in the MSA and the fix should point there rather than create new ones. (3) Whether you or the buyer drafted § 4.2, which decides who the ambiguity is construed against.

Why this prompt is built the way it is

## Framework 1. **Defined-term audit.** Used but never defined, defined but never used, used in two senses, defined at a scope wider or narrower than the deal. 2. **Obligation verbs.** For every shall, will, must, and agrees to: who owes what to whom, and whether the sentence is a duty, a condition, a representation, or a right. Anything that cannot be sorted is the ambiguity that gets litigated. 3. **Connectors.** And/or, "including" without "without limitation," a notwithstanding that names nothing, a proviso with an unclear antecedent. Give both readings. 4. **Unbounded standards.** Promptly, material, reasonable efforts, satisfactory, from time to time. Propose a number or an objective test rather than asserting what the governing law supplies. 5. **Structural integrity.** Cross-references resolved, exhibits attached and referenced, numbering continuous, signature blocks matching the preamble, terms aligned with the related documents. 6. **Replacement text for everything flagged.** No exceptions.