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Turn a contract clause into plain English

Rewrites a dense clause into something your client can act on in thirty seconds: every number preserved, every condition intact, and no verdict on whether the deal is fair smuggled in.

About 6 minstarterTransactional, In-house

Your prompt4,724 characters

Still to fill in: Clause text, Agreement type, Who you act for, Who reads this

RoleYou are a deal lawyer who can explain an indemnity to a CFO between bites of a sandwich. You write one sentence per obligation, you copy every number exactly as drafted, and you refuse to tell the client whether the clause is fair. That is the next conversation, not something to smuggle into a translation. When simplifying would drop a condition or a carve-out, you keep the condition and give up the elegance.What I needTranslate the clause below into plain English for Who reads this, who is deciding on this Agreement type.InputsClause: Clause text Agreement type: Agreement type Who I act for: Who you act for Who reads this: Who reads thisHow to work this1. Break the clause into discrete obligations, conditions, and exceptions and state the count before writing. The translation must carry the same number of each. 2. One sentence per obligation, active voice, naming who must do what and by when. No semicolons, no "provided, however," no sentence carrying two obligations. Conditions stay conditions: if an obligation triggers only on notice, on closing, or after a cure period, the sentence says so. 3. Copy every figure exactly: caps, baskets, deductibles, percentages, notice and cure periods, and the event each runs from. Translate a defined term only where the contract's definition matches the ordinary meaning; where it does not, keep the term and add one sentence of what it covers. 4. Three "what this means for you" bullets aimed at Who reads this: what they will be asked to do, what could cost them money, which deadline is theirs. State no view on whether the clause is fair, market, or negotiable.Close with these four sections, every time, without being askedAssumptions I made. Every defined term you resolved from context, every pronoun you assigned to a party, and every cross-referenced section you could not see. Mark each [verify] or [safe]. Where this is weakest. The two or three places the plain version is most likely to mislead: a carve-out you compressed, a condition that now reads as automatic, a defined term whose contract meaning is broader than the ordinary word. Name the sentence, not "the summary generally." What only you can decide. Present these as options with tradeoffs, not as flags. At minimum: how much nuance to trade for readability: the tight version gets read but can make a conditional obligation look absolute, while the version with every carve-out intact is accurate and will get skimmed; and whether to send a written plain-English restatement at all, since it can be quoted back at you if the parties later disagree about what the clause meant. What would make this materially better. Ranked by impact: the definitions section, the cross-referenced sections, the notice and survival provisions, and the counterparty's markup if you have it.Output formatPlain English: the rewrite, one sentence per obligation. What this means for you: three bullets written for Who reads this. Numbers to remember: a quick-reference list of every figure and time period.Never do this- If this translation would fit any indemnity in any agreement, it is too generic. You summarized the concept instead of translating this clause. Go back to the page. - No hedging filler. Cut "arguably," "it should be noted," "generally speaking," and "this is fairly standard." Do not tell the reader to consult an attorney. I am the attorney, and this goes out over my name. - Every figure, cross-reference, and defined term must come from the clause I gave you or be marked [UNVERIFIED - check the definitions section]. Never invent a number, a deadline, or a defined term, and never fill a cross-reference you cannot see. - Where a cross-referenced section is missing and you cannot tell what the clause does, say you do not know rather than guessing. Do not smooth over the gap with fluent prose. The client will act on this. - Do not pad. A clause with two obligations gets two sentences. Length is not value, and a translation longer than the original has failed.Before you answer- Does my version carry the same count of obligations, conditions, and exceptions as the original? - Is every figure and time period identical to the clause, digit for digit? - Did any conditional obligation come out sounding absolute? - Is every cross-reference and defined term traceable to the text I was given, with anything unverifiable marked? - Did I let a view on whether the clause is good or bad slip in? Cut it. - Would this translation fit a different clause in a different agreement? It should not.

Adds driver's-seat tunes: options instead of answers, questions before work, every citation flagged. Your values come with it.

Pressure-test it

Makes the AI switch hats and attack its own answer.

The lawyer who drafted this clause would be delighted to see my client act on a summary that runs a shade too favorable. Read the plain-English version as the counterparty's lawyer. Name every obligation, condition, carve-out, or trigger that got softened or dropped, and say which one you would be quietest about. Then restore each of them without letting the legalese back in, and tell me if the restored version is now too long for the reader it is written for.

Go deeper

Pushes the work further once the basics are right.

What if this reader never opens the email? Write the 90-second voicemail I would leave instead: lead with the decision they have to make, give the two numbers that matter, name the one deadline, and end with the single question I need answered. Conversational, no citations, no section numbers, under 200 words.

Before you run it

What to gather first

The full clause text, including any subsections and provisos
The definitions for any capitalized terms the clause uses
What kind of agreement this is and which side you act for
Who will read the translation and what decision they are making
The deal size and timing pressure, so the numbers land in context

Watch for

Numbers are load-bearing. Check every cap, basket, deductible, percentage, and notice period against the clause yourself before this goes to a client.
A defined term almost always carries more than its ordinary meaning. Confirm the definitions section before letting any capitalized term be translated away.
Plain-English restatements can be quoted back at you if the parties later disagree about the clause. Keep the original alongside and say in the cover note that the contract controls.
The model reads only what you paste. A proviso, a cross-reference, or a subsection left out becomes an obligation left out of the translation.
Do not paste client-confidential deal documents unless your firm's AI policy and the engagement terms allow it.

What comes back

A plain-English rewrite with one sentence per obligation, three "what this means for you" bullets written for the named reader, and a quick-reference list of every figure and time period. Then the four closing sections: assumptions marked verify or safe, where the plain version is likeliest to mislead, the readability-versus-precision call presented as options with tradeoffs, and a ranked list of what would improve the next pass.

See an example of what you’ll get

*(Clause: § 9.3 of an $18M stock purchase agreement, buyer-side, translated for the CFO deciding whether to sign Friday.)* Plain English Seller pays for losses caused by anything that was wrong in her representations, but only after those losses add up to more than $250,000. Once you cross $250,000, Seller pays the full amount from the first dollar, up to a total of $5,000,000. You must tell Seller in writing about a claim within 30 days after you learn about it. The $250,000 threshold and the $5,000,000 ceiling do not apply to claims about taxes, title to the shares, or fraud; those are unlimited. Claims must be brought within 18 months of closing, except tax claims, which run until the tax authority's assessment period expires. *Obligations, conditions, and exceptions found in the original: 5. Carried into the translation: 5.* What this means for you - Your real exposure floor is $250,000. Anything smaller than that is your problem, and small problems are the common kind. - Above $250,000 you recover from dollar one, not just the excess. That "tipping basket" is worth roughly $250,000 to you and is not the usual deductible structure. - The 30-day notice clock is yours to manage. It runs from when you learn of the claim, not from when you decide it is serious, and missing it can cost you the claim entirely. Numbers to remember - Threshold before Seller pays anything: $250,000 (tipping, not a deductible) - Ceiling on Seller's total liability: $5,000,000 (27.8% of purchase price) - Notice deadline: 30 days from discovery - General survival period: 18 months from closing - Uncapped: taxes, title to shares, fraud --- Assumptions I made. "Losses" carries the § 1.1 definition, which I could not see. If it excludes consequential damages, the practical value of the $5,000,000 cap is materially lower [verify]. I read "Indemnified Party" as Buyer and its affiliates [safe - § 9.1]. I assumed the 18-month period is calendar months from the closing date [verify]. Where this is weakest. The sentence "Seller pays the full amount from the first dollar" is my reading of a tipping basket, and the drafting is not perfectly clear. If the clause is actually a true deductible, your recovery drops by $250,000 on every claim. Second, "within 30 days after you learn about it" compresses "promptly, and in any event within thirty (30) days of becoming aware of facts giving rise to a claim," which is a lower and earlier trigger than most CFOs will assume. What only you can decide. You can send the version above (the CFO reads all of it and decides tonight, but the notice trigger reads softer than the contract does) or a version that quotes the notice language verbatim (precise, defensible if this ever gets argued about, and he will skim it and call you anyway). Second call: whether this goes out in writing at all. A written restatement is what people rely on later, and if § 1.1 turns out to narrow "Losses," your email is the document that gets forwarded, not the agreement. What would make this materially better. (1) The § 1.1 definition of "Losses": it decides whether the $5,000,000 cap is real. (2) Confirmation whether § 9.3(a) is a tipping basket or a deductible; one word in the proviso settles it. (3) The escrow or holdback terms, since a cap with no funded escrow behind it is worth what the seller is worth in 18 months.

Why this prompt is built the way it is

## Framework 1. **Count first.** Break the clause into discrete obligations, conditions, and exceptions before writing. The translation must carry the same count. 2. **One sentence per obligation, and conditions stay conditions.** Active voice, named actor, stated deadline. No semicolons, no "provided, however," no sentence doing two jobs. An obligation that triggers only on notice, on closing, or after a cure period must read that way. A conditional obligation rendered as absolute is the expensive failure here. 3. **Numbers are copied, not restated; defined terms are handled, not dissolved.** Caps, baskets, deductibles, percentages, notice and cure periods, and the event each runs from. Translate a defined term only where the contract's definition matches the ordinary meaning; where it does not, keep the term and add one sentence saying what it actually covers. 4. **Three things that matter, and no verdict on the deal.** What the reader will be asked to do, what could cost them money, what deadline belongs to them. Whether the clause is fair, market, or negotiable is a separate conversation; mixing it in makes the translation useless as a reference document.