30 Claude Prompts That Draft Contracts

You are a contracts attorney who drafts balanced mutual NDAs for two-way business discussions. <context> Two companies are exploring a deal and both will share confidential information. I need a mutual NDA. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Party A and Party B: [PARTY A NAME] / [PARTY B NAME] - Purpose of disclosure: [WHY WE ARE SHARING] - Confidentiality duration: [YEARS AFTER DISCLOSURE] - Governing law: [JURISDICTION] - Permitted recipients: [EMPLOYEES, ADVISORS, AFFILIATES] </inputs> <task> Draft a mutual NDA with: Parties and purpose, Definition of Confidential Information, Standard exclusions (already public, independently developed, lawfully received, required by law), Obligations of both parties, Permitted disclosures and recipients on a need-to-know basis, Return or destruction of materials, Term and survival of obligations, No license or warranty granted, Remedies including injunctive relief, Governing law and jurisdiction, and a Signature block for both parties. </task> <constraints> - Keep obligations symmetric — both sides bound equally. - Include the four standard exclusions explicitly. - All names, durations, and jurisdiction are [BRACKETED PLACEHOLDERS]. - One self-contained document; add a one-line not-legal-advice note. </constraints> <format> Return the NDA as a document artifact, then explain how this mutual version differs from a one-way NDA and when to use each. </format>

You are a contracts drafter who writes tight one-way NDAs that protect a single disclosing party. <context> I am the one sharing confidential information (e.g. with a contractor or potential investor) and need a one-way NDA weighted to protect me. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Disclosing party and receiving party: [DISCLOSER NAME] / [RECIPIENT NAME] - What I am sharing: [TYPE OF INFORMATION] - Purpose limitation: [WHAT THEY MAY USE IT FOR] - Duration of confidentiality: [YEARS] - Governing law: [JURISDICTION] </inputs> <task> Draft a one-way NDA with: Parties and purpose, Broad definition of Confidential Information, Recipient obligations (protect, restrict access, no reverse engineering), Use limited strictly to the stated purpose, Standard exclusions, No copying or derivative use without consent, Return or destruction on request, Term and post-term survival, Injunctive relief and remedies, Governing law, and a Signature block. </task> <constraints> - Obligations fall on the recipient; the discloser carries minimal duties. - Include a purpose-limitation clause so the information can only be used for the stated reason. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note recommending lawyer review. </constraints> <format> Return the NDA as a document artifact, then highlight the two clauses that make this version protective of the discloser. </format>

You are an employment-law-aware drafter who writes reasonable, enforceable restrictive covenants. <context> I need a standalone set of non-compete and non-solicitation clauses to attach to an existing agreement, scoped to survive enforceability review. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and restricted person: [COMPANY NAME] / [PERSON NAME] - Restricted activities: [WHAT THEY CANNOT DO] - Geographic scope: [REGION OR "WHERE COMPANY OPERATES"] - Duration after departure: [MONTHS] - Protected interests: [CUSTOMERS, EMPLOYEES, TRADE SECRETS] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft a clause set with: Definitions, Non-competition covenant (narrow activity, geography, and time), Non-solicitation of customers, Non-solicitation of employees, Acknowledgment of reasonableness and legitimate business interest, Blue-pencil / severability clause so a court can narrow rather than void, Consideration recital, and Remedies including injunctive relief. Keep every restriction as narrow as the protected interest allows. </task> <constraints> - Default to the narrowest reasonable scope; over-broad covenants are routinely struck down. - Note that non-competes are unenforceable or restricted in some jurisdictions and flag this inline. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a prominent note: enforceability varies sharply by jurisdiction — not legal advice, mandatory lawyer review. </constraints> <format> Return the clause set as a document artifact, then list jurisdictions where non-competes are commonly unenforceable so I check mine. </format>

You are a startup finance lawyer who writes confidentiality and disclaimer wrappers for materials shared with investors. <context> I am about to share a pitch deck and financials with prospective investors and need a confidentiality cover agreement plus standard disclaimers. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company name: [COMPANY NAME] - Materials covered: [DECK, FINANCIALS, PROJECTIONS] - Recipient: [INVESTOR NAME OR "RECIPIENT"] - Confidentiality period: [YEARS] - Governing law: [JURISDICTION] </inputs> <task> Draft the document with: Confidentiality cover statement, Definition of confidential materials, Recipient obligations and permitted advisors, No-solicitation of the company's employees during evaluation, A securities-law disclaimer (no offer to sell, forward-looking-statement caution, projections are estimates not guarantees), No-warranty-on-accuracy clause, Return or destruction on request, Term, Governing law, and an Acknowledgment signature line. </task> <constraints> - Separate the confidentiality obligations from the disclaimer language clearly. - Keep the forward-looking and no-offer disclaimers conspicuous. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note; securities law is jurisdiction-specific. </constraints> <format> Return the document as a document artifact, then explain why the no-offer and forward-looking disclaimers matter when sharing projections. </format>

You are a privacy lawyer who drafts GDPR and CCPA-aligned data processing agreements between controllers and processors. <context> My company processes personal data on behalf of a customer and we need a DPA to attach to our main contract. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Controller and processor: [CONTROLLER NAME] / [PROCESSOR NAME] - Nature of processing: [WHAT DATA, WHY] - Categories of data subjects: [E.G. CUSTOMERS, EMPLOYEES] - Sub-processors used: [LIST OR "SEE ANNEX"] - Data transfer mechanism: [SCCs / ADEQUACY / N/A] - Applicable regimes: [GDPR / CCPA / OTHER] </inputs> <task> Draft the DPA with: Definitions aligned to GDPR/CCPA terms, Subject-matter and duration of processing, Processor obligations (process only on documented instructions, confidentiality, security measures), Sub-processor authorization and flow-down, Data-subject rights assistance, Personal-data-breach notification timeline, International transfer mechanism, Audit rights, Return or deletion on termination, Liability and indemnity reference, and an Annex listing processing details and technical/organizational measures. </task> <constraints> - Mirror the controller/processor terminology of the cited regime precisely. - Include a breach-notification timeline and a TOMs annex. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a prominent note: privacy law is complex and jurisdiction-specific — not legal advice, lawyer review required. </constraints> <format> Return the DPA as a document artifact, then flag which annex details I must fill in before this is usable. </format>

You are an employment lawyer who drafts clear offer letters with a binding employment agreement attached. <context> I am hiring an employee and need a combined offer letter and employment agreement. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Employer and employee: [COMPANY NAME] / [EMPLOYEE NAME] - Role and reporting line: [TITLE], reports to [MANAGER] - Compensation: [SALARY, BONUS, EQUITY] - Employment type: [FULL-TIME / PART-TIME], [AT-WILL / FIXED-TERM] - Benefits and PTO: [SUMMARY] - Start date and jurisdiction: [DATE], [STATE OR COUNTRY] </inputs> <task> Draft the document with: a warm offer-letter header, Position and duties, Compensation and benefits, Start date and at-will or fixed-term status, Probation period if any, Confidentiality and IP assignment, Restrictive covenants (reasonable), Termination and notice, Company policies incorporated by reference, Governing law, and an Acceptance signature block. Keep the offer-letter tone human and the agreement terms precise. </task> <constraints> - Reflect at-will vs. fixed-term correctly based on the input; do not assume at-will outside jurisdictions that allow it. - All compensation, dates, and names are [BRACKETED PLACEHOLDERS]. - One self-contained document; warm tone in the letter, formal in the clauses. - Add a one-line note: employment law varies by jurisdiction — not legal advice, lawyer review advised. </constraints> <format> Return the offer and agreement as a document artifact, then list any clause that may be unenforceable in the stated jurisdiction. </format>

You are a business-formation attorney who drafts partnership agreements that prevent founder disputes. <context> Two or more partners are starting a business together and need a partnership agreement covering ownership, money, and exits. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Partners and ownership split: [NAMES AND PERCENTAGES] - Business name and purpose: [NAME, WHAT IT DOES] - Capital contributions: [WHO PUTS IN WHAT] - Profit/loss distribution: [HOW SPLIT] - Decision-making thresholds: [WHAT NEEDS UNANIMITY VS MAJORITY] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the agreement with: Parties and formation, Business purpose, Capital contributions and capital accounts, Ownership percentages and profit/loss allocation, Management and voting (which decisions need supermajority), Partner duties and time commitment, Draws and distributions, Admitting new partners, Transfer restrictions and right of first refusal, Buy-sell and valuation on exit, death, or disability, Dissolution and winding up, Dispute resolution, Governing law, and a Signature block. </task> <constraints> - Make the buy-sell, valuation, and deadlock-resolution clauses concrete — these prevent the worst disputes. - All ownership splits, names, and amounts are [BRACKETED PLACEHOLDERS]. - One self-contained document; add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then list the three scenarios (deadlock, exit, death) the buy-sell clause must handle and confirm each is covered. </format>

You are a startup lawyer who drafts co-founder agreements covering equity, vesting, and roles. <context> My co-founders and I need a founder agreement that sets equity, vesting, and what happens if someone leaves. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Founders and equity split: [NAMES AND PERCENTAGES] - Roles and responsibilities: [WHO OWNS WHAT FUNCTION] - Vesting schedule: [E.G. 4 YEARS, 1-YEAR CLIFF] - Time commitment: [FULL-TIME / PART-TIME PER FOUNDER] - IP assignment: [ALL FOUNDER IP ASSIGNED TO COMPANY] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the agreement with: Founders and the venture, Equity split and share classes, Vesting schedule and cliff with acceleration triggers, Roles, responsibilities, and decision rights, Time and commitment expectations, IP and invention assignment to the company, Confidentiality, Leaver provisions (good leaver vs. bad leaver and unvested-share treatment), Transfer restrictions, Dispute resolution, Governing law, and a Signature block. </task> <constraints> - Make vesting, the cliff, and good/bad-leaver treatment explicit — this is the heart of the document. - All equity percentages and names are [BRACKETED PLACEHOLDERS]. - One self-contained document; add a one-line not-legal-advice note about lawyer and tax review (vesting has tax implications). </constraints> <format> Return the agreement as a document artifact, then explain the good-leaver vs. bad-leaver distinction and how unvested shares are handled in each. </format>

You are a startup counsel who drafts advisor agreements that compensate with equity rather than cash. <context> I want to bring on an advisor and compensate them with equity. I need a clean advisor agreement. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and advisor: [COMPANY NAME] / [ADVISOR NAME] - Advisory scope: [WHAT THEY WILL HELP WITH] - Time commitment: [HOURS PER MONTH] - Equity grant and vesting: [PERCENTAGE OR OPTIONS, VESTING PERIOD] - Term: [LENGTH] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the agreement with: Parties and engagement, Advisory services and expected time, Equity compensation and vesting schedule (typically monthly over the term, no cliff or short cliff), Expense reimbursement, Confidentiality, IP assignment for any work product, Independent contractor status, No conflict of interest representation, Term and termination with vesting cutoff, Governing law, and a Signature block. </task> <constraints> - Keep vesting tied to the advisory term and ongoing service. - All equity and time figures are [BRACKETED PLACEHOLDERS]. - One self-contained document; add a one-line note that equity grants have securities and tax implications — not legal advice. </constraints> <format> Return the agreement as a document artifact, then suggest a typical advisor equity range and vesting period for the stated time commitment. </format>

You are an employment lawyer who drafts severance agreements with a valid release of claims. <context> We are parting ways with an employee and offering severance in exchange for a release. I need a severance and release agreement. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Employer and departing employee: [COMPANY NAME] / [EMPLOYEE NAME] - Separation date: [DATE] - Severance offered: [AMOUNT, PAYMENT SCHEDULE] - Benefits continuation: [E.G. COBRA / NONE] - Jurisdiction and employee age: [STATE/COUNTRY], [UNDER/OVER 40] - Outstanding items: [EQUIPMENT RETURN, FINAL PAY] </inputs> <task> Draft the agreement with: Parties and separation date, Severance payment and timing, Benefits continuation, General release of claims by the employee, Carve-outs for claims that cannot be waived, Return of company property, Confidentiality of the agreement and of company information, Non-disparagement (mutual where appropriate), Reaffirmation of surviving obligations, Consideration and revocation period where required by law, Governing law, and a Signature block. </task> <constraints> - Flag where a statutory consideration/revocation period (e.g. for older employees) may apply and insert a placeholder for it. - Do not purport to waive non-waivable claims; include a carve-out. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a prominent note: release validity is highly jurisdiction- and age-dependent — not legal advice, mandatory lawyer review. </constraints> <format> Return the agreement as a document artifact, then warn me about any statutory review period that may make this release invalid if skipped. </format>

You are a technology lawyer who drafts SaaS terms of service for self-serve and B2B products. <context> I run a SaaS product and need terms of service users agree to on signup. Return them as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and product: [COMPANY NAME] / [PRODUCT NAME] - What the service does: [DESCRIPTION] - Pricing model: [FREE TIER, SUBSCRIPTION, USAGE-BASED] - Acceptable use rules: [KEY PROHIBITIONS] - Data and privacy reference: [LINK TO PRIVACY POLICY] - Governing law: [JURISDICTION] </inputs> <task> Draft the terms with: Acceptance and eligibility, Description of the service, Account registration and security, Subscription plans, billing, renewals, and refunds, Acceptable use policy and prohibited conduct, Customer data and ownership, Intellectual property and license to use the service, Third-party services, Warranties and disclaimers, Limitation of liability, Indemnification, Suspension and termination, Modifications to the service or terms, Governing law and dispute resolution, and Contact details. </task> <constraints> - Plain, readable English; group dense legal sections under clear headings. - All company, product, pricing, and jurisdiction details are [BRACKETED PLACEHOLDERS]. - One self-contained document; reference (do not embed) the separate privacy policy. - Add a one-line not-legal-advice note recommending lawyer review. </constraints> <format> Return the terms as a document artifact, then list the clauses most likely to need customization for my pricing and data model. </format>

You are a privacy lawyer who writes clear, compliant privacy policies for websites and apps. <context> My product collects personal data and I need a privacy policy that explains what we collect and why. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and product: [COMPANY NAME] / [PRODUCT NAME] - Data collected: [E.G. EMAIL, USAGE, PAYMENT, COOKIES] - Purposes of use: [WHY YOU COLLECT IT] - Third parties / processors: [ANALYTICS, PAYMENTS, EMAIL] - Applicable regimes: [GDPR / CCPA / OTHER] - Contact for privacy requests: [EMAIL] </inputs> <task> Draft the policy with: Who we are and scope, What personal data we collect and how, Why we use it and the legal bases (where GDPR applies), Cookies and tracking, Who we share data with (processors and categories), International transfers, Data retention, User rights (access, deletion, portability, opt-out) and how to exercise them, Children's data, Security measures, Changes to this policy, and Contact information. Write it so a normal person can understand it. </task> <constraints> - Map data categories to purposes and (for GDPR) legal bases explicitly. - All company details, data types, and contacts are [BRACKETED PLACEHOLDERS]. - One self-contained document; readable headings and short paragraphs. - Add a prominent note: privacy compliance is jurisdiction-specific — not legal advice, lawyer review required. </constraints> <format> Return the policy as a document artifact, then list any data category I declared that triggers extra obligations (e.g. payment, children's data). </format>

You are an IP and technology lawyer who drafts software license agreements for proprietary products. <context> I license proprietary software to customers and need a licensing agreement that defines the grant and protects my IP. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Licensor and licensee: [LICENSOR NAME] / [LICENSEE NAME] - Software licensed: [PRODUCT NAME AND VERSION] - License type: [PERPETUAL / SUBSCRIPTION, SEATS OR INSTANCES] - Permitted use and restrictions: [WHAT THEY MAY AND MAY NOT DO] - Support and updates: [INCLUDED OR SEPARATE] - Fees and jurisdiction: [PRICE], [JURISDICTION] </inputs> <task> Draft the agreement with: Definitions, License grant (scope, seats, territory, term), Restrictions (no reverse engineering, no redistribution, no removal of notices), Ownership and reservation of IP rights, Fees and payment, Support, updates, and maintenance, Confidentiality, Warranties and disclaimers, Limitation of liability, Indemnification (including IP infringement), Audit rights, Term and termination with post-termination duties, Governing law, and a Signature block. </task> <constraints> - Make the license grant and restrictions precise — ambiguity here erodes IP protection. - All product, seat, and pricing details are [BRACKETED PLACEHOLDERS]. - One self-contained document; add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then explain how the grant and the restrictions together define exactly what the licensee can do. </format>

You are an IP lawyer who drafts content licensing agreements for creative works, media, and brand assets. <context> I own content (e.g. photos, music, writing, or a brand asset) and want to license it to someone under defined terms. Return the agreement as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Licensor and licensee: [OWNER NAME] / [LICENSEE NAME] - Work being licensed: [DESCRIPTION OF CONTENT] - License scope: [EXCLUSIVE / NON-EXCLUSIVE], [TERRITORY], [MEDIA/CHANNELS] - Permitted uses and prohibited uses: [LIST] - Term and renewal: [LENGTH] - Fees / royalties: [FLAT FEE OR ROYALTY %] </inputs> <task> Draft the agreement with: Parties and the licensed work, Grant of license (exclusive/non-exclusive, territory, channels, term), Permitted and prohibited uses, Attribution and credit requirements, Fees or royalty structure and reporting, Modifications and derivative works, Reservation of all rights not granted, Warranties of ownership and non-infringement, Indemnification, Term, renewal, and termination, Effect of termination on existing uses, Governing law, and a Signature block. </task> <constraints> - Be precise about exclusivity, territory, channels, and term — the four dimensions that define a content license. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note recommending lawyer review. </constraints> <format> Return the agreement as a document artifact, then summarize the exact scope of the grant in one plain sentence so I can sanity-check it. </format>

You are a commercial contracts lawyer who drafts reseller and affiliate agreements for products and software. <context> I want partners to resell or refer my product and need an agreement covering commissions and obligations. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and partner: [COMPANY NAME] / [PARTNER NAME] - Model: [RESELLER (PARTNER SELLS) / AFFILIATE (PARTNER REFERS)] - Product covered: [PRODUCT NAME] - Commission / margin: [PERCENTAGE OR STRUCTURE] - Territory and exclusivity: [REGION], [EXCLUSIVE OR NOT] - Payment terms: [WHEN COMMISSIONS PAID] </inputs> <task> Draft the agreement with: Parties and appointment, Scope (resell vs. refer) and territory, Commission or margin structure and payment timing, Partner obligations (sales conduct, brand guidelines, no misrepresentation), Company obligations (product, support, materials), Trademark use license, Lead/attribution tracking and disputes, Confidentiality, Term and termination with commission tail on existing customers, Compliance and anti-bribery, Governing law, and a Signature block. </task> <constraints> - Make the commission calculation, attribution rules, and post-termination tail unambiguous — these cause the most partner disputes. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then explain the commission-tail clause and why it matters when the agreement ends. </format>

You are a real-estate attorney who drafts clear residential lease agreements. <context> I am renting out a residential property and need a lease for the tenant to sign. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Landlord and tenant: [LANDLORD NAME] / [TENANT NAME(S)] - Property address: [ADDRESS] - Term: [START AND END DATES OR MONTH-TO-MONTH] - Rent and due date: [AMOUNT], due on [DAY] - Security deposit: [AMOUNT] - Key rules: [PETS, SMOKING, UTILITIES, MAINTENANCE] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the lease with: Parties and premises, Term and renewal, Rent, due date, late fees, and payment method, Security deposit and conditions for return, Utilities and responsibilities, Maintenance and repairs, Use, occupancy limits, and house rules (pets, smoking, subletting), Landlord entry notice, Tenant and landlord obligations, Default and remedies, Termination and surrender, Required local disclosures placeholder, Governing law, and a Signature block. </task> <constraints> - Insert a placeholder for jurisdiction-specific disclosures (e.g. lead paint, deposit-handling rules) since these are mandatory and local. - All names, amounts, and dates are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a prominent note: landlord-tenant law is highly local — not legal advice, lawyer review required. </constraints> <format> Return the lease as a document artifact, then list the local disclosures I must research and add for my jurisdiction. </format>

You are a commercial real-estate lawyer who drafts business lease agreements. <context> I am leasing commercial space (office, retail, or industrial) and need a commercial lease. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Landlord and tenant: [LANDLORD NAME] / [TENANT BUSINESS NAME] - Premises and permitted use: [ADDRESS, SQ FT, USE] - Lease type: [GROSS / NET / TRIPLE-NET] - Term and renewal options: [YEARS, OPTIONS] - Base rent and escalations: [AMOUNT, ANNUAL INCREASE] - Tenant improvements: [WHO PAYS, ALLOWANCE] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the lease with: Parties and premises, Permitted use and exclusivity, Term and renewal options, Base rent, escalations, and additional rent (CAM, taxes, insurance per lease type), Security deposit, Tenant improvements and allowance, Maintenance and repair obligations split by party, Insurance and indemnity, Assignment and subletting, Default and remedies, Holdover, Surrender and restoration, Governing law, and a Signature block. </task> <constraints> - Reflect the lease type (gross vs. net vs. triple-net) correctly in who pays taxes, insurance, and maintenance. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note recommending lawyer review. </constraints> <format> Return the lease as a document artifact, then explain how the chosen lease type changes what the tenant pays beyond base rent. </format>

You are a commercial transactions lawyer who drafts purchase and sale agreements for goods. <context> I am buying or selling goods in a one-off or recurring transaction and need a purchase agreement. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Seller and buyer: [SELLER NAME] / [BUYER NAME] - Goods: [DESCRIPTION, QUANTITY, SPECS] - Price and payment terms: [AMOUNT, WHEN DUE] - Delivery: [TERMS, LOCATION, DATE, WHO PAYS SHIPPING] - Inspection and acceptance: [PERIOD, CRITERIA] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the agreement with: Parties, Description and quantity of goods, Price and payment terms, Delivery terms and risk-of-loss transfer, Inspection, acceptance, and rejection rights, Title transfer, Warranties (and any disclaimers), Returns and remedies for defects, Limitation of liability, Force majeure, Default and remedies, Governing law, and a Signature block. </task> <constraints> - Be explicit about when title and risk of loss pass and what shipping/delivery term governs. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then state plainly at what moment risk of loss passes from seller to buyer under this draft. </format>

You are a contracts lawyer who drafts sales commission agreements for reps and salespeople. <context> I need a commission agreement for a salesperson that clearly defines how and when they get paid. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Company and salesperson: [COMPANY NAME] / [SALESPERSON NAME] - Products/services sold: [WHAT] - Commission structure: [PERCENTAGE OR TIERS] - When commission is earned vs. paid: [E.G. ON BOOKING / ON PAYMENT RECEIVED] - Quota or draw: [IF ANY] - Territory / accounts: [SCOPE] </inputs> <task> Draft the agreement with: Parties and role, Products and territory or accounts, Commission rate or tier structure, When a commission is earned vs. payable (clear trigger), Draw against commission if applicable, Chargebacks for refunds or cancellations, Quota expectations, Payment timing and statements, What happens to commissions after termination (the tail), Confidentiality, Governing law, and a Signature block. </task> <constraints> - Distinguish 'earned' from 'payable' precisely and define chargeback handling — these are the top sources of commission disputes. - All rates and names are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then walk through one example sale showing exactly when commission is earned, paid, and clawed back. </format>

You are a transactions lawyer who drafts letters of intent that frame a deal without binding the parties prematurely. <context> Two parties want to outline the key terms of a potential deal before drafting a full contract. I need a letter of intent. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Parties: [PARTY A NAME] / [PARTY B NAME] - Type of deal: [ACQUISITION / PARTNERSHIP / PURCHASE / INVESTMENT] - Key commercial terms: [PRICE, STRUCTURE, SCOPE] - Which terms are binding vs. non-binding: [E.G. CONFIDENTIALITY AND EXCLUSIVITY BINDING, REST NON-BINDING] - Timeline / exclusivity period: [DATES] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the LOI with: Introduction and intent of the parties, Summary of the proposed transaction and key terms, Proposed structure and price, Due diligence and conditions, Binding provisions (confidentiality, exclusivity/no-shop, expenses), An explicit non-binding clause stating that all other terms are non-binding until a definitive agreement is signed, Timeline and exclusivity period, Termination of the LOI, Governing law, and a Signature block. </task> <constraints> - Make crystal clear which provisions are binding and which are not — an ambiguous LOI can accidentally create a binding contract. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the LOI as a document artifact, then list exactly which provisions are binding so I can confirm I did not commit to more than intended. </format>

You are a contracts attorney who drafts clean amendments that modify an existing agreement without rewriting it. <context> We have a signed contract and need to change a few terms. I need an amendment that references the original and states only what changes. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Parties: [PARTY A NAME] / [PARTY B NAME] - Original agreement title and date: [TITLE], dated [DATE] - What is changing: [LIST OF CHANGES, OLD VS NEW] - Effective date of the amendment: [DATE] - Reason (optional): [WHY] </inputs> <task> Draft the amendment with: Title and recital referencing the original agreement and its date, Effective date, A clear list of amended provisions stating the old language and the new replacement language section by section, A statement that all other terms of the original agreement remain in full force, Counterparts and electronic-signature acceptance, and a Signature block. Show changes as 'Section X is deleted and replaced with:' for clarity. </task> <constraints> - Modify only the specified provisions; do not restate the entire contract. - Quote the exact section numbers being changed and reaffirm everything else stays in effect. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the amendment as a document artifact, then confirm in one line that nothing outside the listed sections was changed. </format>

You are a senior contracts drafter who maintains a clean library of standard boilerplate clauses. <context> I want a reusable set of well-drafted boilerplate clauses I can drop into any agreement. Return them as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Default governing law: [JURISDICTION] - Dispute preference: [LITIGATION / ARBITRATION / MEDIATION-THEN-ARBITRATION] - Notice method preference: [EMAIL / CERTIFIED MAIL] - Signature method: [WET / ELECTRONIC] </inputs> <task> Draft a clause library with clean, self-contained versions of: Entire agreement, Severability, Waiver, Assignment, Governing law and jurisdiction, Dispute resolution (matching the chosen preference), Force majeure, Notices, Counterparts and electronic signatures, Amendment, Relationship of the parties, Survival, and Headings/interpretation. Add a one-line usage note under each explaining when to adjust it. </task> <constraints> - Each clause stands alone and uses [BRACKETED PLACEHOLDERS] for any variable. - Plain, modern drafting — no archaic legalese where a clear word works. - One self-contained document; add a one-line not-legal-advice note. </constraints> <format> Return the clause library as a document artifact, then suggest which three clauses people most often forget to include. </format>

You are a contracts lawyer who drafts clean mutual termination agreements that end a contract on good terms. <context> Both parties want to end an existing agreement early by mutual consent. I need a termination agreement that closes things out cleanly. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Parties: [PARTY A NAME] / [PARTY B NAME] - Agreement being terminated: [TITLE], dated [DATE] - Termination effective date: [DATE] - Outstanding obligations: [FINAL PAYMENTS, DELIVERABLES, RETURNS] - Mutual release: [YES / NO] </inputs> <task> Draft the agreement with: Recital identifying the original agreement, Mutual agreement to terminate as of the effective date, Wind-down obligations (final payments, returns, transition), Settlement of outstanding amounts, Mutual release of claims arising from the agreement (if elected), Survival of confidentiality and other clauses that should continue, Non-disparagement (optional), Governing law, and a Signature block. </task> <constraints> - Specify which surviving clauses (e.g. confidentiality, IP) continue after termination. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the agreement as a document artifact, then list which obligations survive termination so neither party is surprised later. </format>

You are a contracts drafter who writes memoranda of understanding for collaborative, mostly non-binding relationships. <context> Two organizations want to formalize a collaboration intent without a full binding contract. I need an MOU. Return it as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Parties: [ORG A NAME] / [ORG B NAME] - Purpose of the collaboration: [WHAT WE WILL DO TOGETHER] - Each party's contributions: [WHO DOES WHAT] - Duration: [TIMEFRAME] - Which parts, if any, are binding: [E.G. CONFIDENTIALITY ONLY] - Jurisdiction: [STATE OR COUNTRY] </inputs> <task> Draft the MOU with: Parties and background, Purpose and shared objectives, Scope of collaboration, Roles and contributions of each party, Resources and responsibilities, Governance and points of contact, Confidentiality, A clear statement of which provisions (if any) are binding and that the rest expresses intent only, Duration and review, Amendment process, and a Signature block. </task> <constraints> - State explicitly that the MOU is a statement of intent and not a binding contract except for any named binding clauses. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a one-line not-legal-advice note. </constraints> <format> Return the MOU as a document artifact, then clarify which provisions are binding versus aspirational so expectations are aligned. </format>

You are a risk-focused contracts lawyer who drafts balanced indemnification and liability provisions. <context> I need a strong, fair set of indemnification, limitation-of-liability, and warranty clauses to slot into a commercial agreement. Return them as a single self-contained document artifact (clean Markdown) with bracketed placeholders, previewable instantly. </context> <inputs> - Parties: [PARTY A NAME] / [PARTY B NAME] - Liability cap preference: [E.G. FEES PAID IN LAST 12 MONTHS / FIXED AMOUNT] - Carve-outs from the cap: [E.G. CONFIDENTIALITY, IP, GROSS NEGLIGENCE] - Indemnity triggers: [IP INFRINGEMENT, BREACH, THIRD-PARTY CLAIMS] - Insurance requirement: [IF ANY] </inputs> <task> Draft a clause pack with: Mutual or one-way indemnification (specify triggers, procedure, defense, and settlement control), Limitation of liability with the chosen cap, Exclusion of indirect and consequential damages, Carve-outs from the cap and exclusions, Warranty and disclaimer language, Insurance requirements if specified, and Notice and mitigation duties. Keep the allocation of risk balanced and explain the rationale briefly in comments. </task> <constraints> - Make the cap, carve-outs, and the indemnity procedure explicit — vague liability language is worthless in a dispute. - All variables are [BRACKETED PLACEHOLDERS]; one self-contained document. - Add a prominent note: liability allocation has major financial consequences — not legal advice, lawyer review essential. </constraints> <format> Return the clause pack as a document artifact, then explain in plain English what the liability cap means for each party's worst-case exposure. </format>