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AI for Contract Review: 40+ Prompts That Actually Work

AI for Contract Review: 40+ Prompts That Actually Work

πŸ“… Published: February 2026 | ⏱️ 14 min read | ✍️ Whisperit Legal Tech Team

Contract review is the #1 use case for AI in law. It's repetitive, high-volume, and pattern-based β€” exactly where AI excels. But the difference between "AI that helps" and "AI that wastes your time" comes down to one thing: the prompt.

This guide gives you 40+ proven contract review prompts drawn from the CUAD dataset (41 clause types, NeurIPS 2021), ContractNLI (14 NDA hypothesis types), and professional practice templates. Each one is ready for daily use.

πŸ’‘ Pro Tip: For contract review, always include the actual clause text in your prompt. Don't summarize β€” let the AI read the exact language.


πŸ“Š The Contract Review Prompt Framework

Every effective contract review prompt follows this structure:

ElementPurposeExample
RoleSets expertise level"You are a contract review attorney"
ContextProvides the clause text"Read the following provision: ..."
TaskDefines what to analyze"Does this contain a non-compete clause?"
FormatSpecifies output structure"Answer Yes/No, then explain reasoning"
PerspectiveWho you represent"Risk assessment for the buyer"

πŸ” Section 1: Clause Identification (41 CUAD Types)

The CUAD dataset from the Atticus Project (NeurIPS 2021) identifies 41 critical clause types that matter in contract review. Here's the master prompt that works for all of them:

Master Clause Detection Prompt

plain
Review the following contract provision and determine if it contains a {clause_type} clause.

Provision: "{provision_text}"

Answer Yes or No, then explain your reasoning.
<details> <summary>πŸ“‹ All 41 CUAD Clause Types (Click to Expand)</summary>
#Clause TypeWhat to Look For
1Affiliate License (Licensee)License extends to licensee's affiliates
2Affiliate License (Licensor)License from licensor's affiliates
3Anti-AssignmentRestrictions on assigning the contract
4Audit RightsRight to audit the other party
5Cap on LiabilityMaximum liability amount
6Change of ControlTriggered by ownership changes
7Competitive Restriction ExceptionExceptions to non-compete
8Covenant Not to SueAgreement not to bring legal action
9Effective DateWhen the contract takes effect
10ExclusivityExclusive dealing requirements
11Expiration DateWhen the contract ends
12Governing LawWhich jurisdiction's law applies
13InsuranceInsurance requirements
14IP Ownership AssignmentTransfer of IP rights
15Irrevocable/Perpetual LicenseLicense that can't be revoked
16Joint IP OwnershipShared IP ownership
17License GrantGrant of license rights
18Liquidated DamagesPre-set damage amounts
19Minimum CommitmentMinimum purchase/performance obligations
20Most Favored NationBest-price guarantees
21No-Solicit of CustomersCan't solicit the other party's customers
22No-Solicit of EmployeesCan't recruit the other party's employees
23Non-CompeteRestrictions on competing
24Non-DisparagementCan't make negative statements
25Non-Transferable LicenseLicense can't be transferred
26Notice Period to Terminate RenewalRequired notice before auto-renewal
27Post-Termination ServicesObligations after contract ends
28Price RestrictionsLimits on pricing
29Renewal TermAutomatic renewal provisions
30Revenue/Profit SharingShared revenue arrangements
31ROFR/ROFO/ROFNRight of first refusal/offer/negotiation
32Source Code EscrowSoftware source code protection
33Termination for ConvenienceRight to terminate without cause
34Third Party BeneficiaryRights for non-parties
35Uncapped LiabilityNo limit on liability
36Unlimited/All-You-Can-Eat LicenseUnrestricted usage rights
37Volume RestrictionLimits on volume/quantity
38Warranty DurationHow long warranties last
39Force MajeureExcuses for extraordinary events
40SeverabilityInvalid clauses don't void contract
41TerminationGeneral termination provisions
</details>

πŸ” Section 2: NDA Analysis (14 Hypothesis Types)

ContractNLI defines 14 key hypotheses to test against any NDA clause. This is incredibly powerful for fast NDA review.

NDA Hypothesis Testing Prompt

plain
Read the following NDA clause:
"{clause_text}"

Hypothesis: {hypothesis}

Does the clause entail or contradict the hypothesis, or is the hypothesis not mentioned?
Answer: Entailment / Contradiction / Not mentioned
<details> <summary>πŸ“‹ All 14 NDA Hypotheses (Click to Expand)</summary> 1. **Confidentiality of agreement** β€” Must the existence of the agreement be kept confidential? 2. **Explicit identification** β€” Must confidential information be explicitly identified/marked? 3. **Verbal information included** β€” Does confidentiality cover verbally conveyed information? 4. **Limited use** β€” Is use of confidential information restricted to the agreement's purpose? 5. **No licensing** β€” Does receiving confidential information grant no IP license? 6. **Notice on compelled disclosure** β€” Must the receiving party notify before legally compelled disclosure? 7. **Similar information acquirement** β€” Can the receiving party independently acquire similar information? 8. **Permissible copying** β€” Can the receiving party copy confidential information? 9. **Similar development permitted** β€” Can the receiving party independently develop similar information? 10. **Post-agreement possession** β€” Can the receiving party retain information after termination? 11. **Return of information** β€” Must confidential information be returned on request? 12. **Sharing with employees** β€” Can confidential information be shared with employees? 13. **Sharing with third parties** β€” Can confidential information be shared with third parties? 14. **Survival of obligations** β€” Do confidentiality obligations survive termination? </details>

Practical Example: Full NDA Review

plain
You are reviewing an NDA for a client. Analyze the following clause against ALL of these questions:

Clause: "The Receiving Party agrees to hold in confidence all Confidential Information disclosed by the Disclosing Party for a period of three (3) years following the date of disclosure. Confidential Information means any information marked as 'Confidential' or that a reasonable person would understand to be confidential. The Receiving Party may share Confidential Information only with employees who have a need to know and who are bound by similar obligations."

For each, answer Entailment / Contradiction / Not mentioned:
1. Must the agreement's existence be kept confidential?
2. Must confidential info be explicitly marked?
3. Is verbal information covered?
4. Is use limited to the agreement's purpose?
5. Can it be shared with employees?
6. Can it be shared with third parties?
7. Must it be returned after termination?
8. Do obligations survive termination?

πŸ’‘ Pro Tip: Run this across every NDA that comes in. You'll catch issues in seconds that would take 30 minutes of manual review.


πŸ›’ Section 3: Consumer Contract & ToS Review

Consumer Rights Analysis

plain
Read the following clause from a terms of service agreement:
"{clause_text}"

Question: Does this clause allow the company to unilaterally modify the agreement without notice?

Answer Yes or No.

Unfair Terms Classification

plain
Classify the following Terms of Service clause:
1. Arbitration β€” mandatory arbitration
2. Unilateral change β€” company can change terms unilaterally
3. Content removal β€” company can remove user content
4. Jurisdiction β€” specifies exclusive jurisdiction
5. Choice of law β€” specifies governing law
6. Limitation of liability β€” limits company liability
7. Unilateral termination β€” company can terminate at will
8. Contract by using β€” using service = agreement
9. Other

Clause: "{clause_text}"

Category and reasoning:

UCC vs. Common Law Determination

plain
Determine whether the following transaction is governed by the UCC or common law:

Transaction: "{transaction_description}"

Answer UCC or Common Law, and explain why.

⚠️ Important: This is a threshold question β€” getting it wrong means applying the wrong legal framework to the entire contract.


✍️ Section 4: Contract Drafting Prompts

Force Majeure Clause Drafter

plain
Draft a force majeure clause for a {contract_type} agreement that:
1. Defines qualifying events (including pandemics, natural disasters, government actions, war, terrorism, supply chain disruptions)
2. Specifies notice requirements (written notice within {X} days)
3. Addresses mitigation obligations
4. Includes termination rights if the event continues beyond {Y} days
5. Addresses allocation of costs during the force majeure period

Jurisdiction: {jurisdiction}
Governing law: {governing_law}

Contract Redlining Assistant

plain
You are a contract review attorney. Compare these two versions of a clause:

Original: "{original_clause}"
Revised: "{revised_clause}"

Identify:
1. Substantive changes (affecting rights, obligations, or risk allocation)
2. Non-substantive changes (formatting, word choice)
3. Risk assessment for each substantive change (who benefits)

Party you represent: {party}

πŸ”„ Section 5: Due Diligence Contract Review

Comprehensive Due Diligence Scan

plain
You are conducting legal due diligence on a target company. Review the following contract and identify:

1. Change of control provisions
2. Assignment restrictions
3. Termination for convenience rights
4. Non-compete or exclusivity obligations
5. Most favored nation clauses
6. Uncapped liability provisions
7. IP ownership/assignment provisions

Contract: "{contract_text}"

For each provision, assess risk level (High/Medium/Low) and impact on the proposed transaction.

πŸ”§ Section 6: Daily Workflow β€” Putting It All Together

Here's how to use these prompts in a real contract review workflow:

Step-by-Step: Reviewing a New Contract

  1. Triage β€” Use the Master Clause Detection prompt to scan for the 10 most critical clause types for your deal
  2. Deep dive β€” For flagged clauses, use the specific analysis prompts (NDA hypotheses, unfair terms, etc.)
  3. Compare β€” Use the Redlining Assistant for any counter-proposals
  4. Draft β€” Use the drafting prompts for new clauses or revisions
  5. Due diligence β€” For M&A contexts, run the comprehensive DD scan

Batch Processing Tip

plain
Review the following contract and create a summary table with these columns:
| Clause Type | Present? (Y/N) | Location (section #) | Risk Level | Key Terms | Action Needed |

Check for these clause types: [list your priority clauses]

Contract: "{full_contract_text}"

πŸ’‘ Pro Tip: Start every contract review with this batch prompt. It gives you a complete map of what's in the contract in under a minute.


⚠️ Limitations to Keep in Mind

  • AI cannot replace legal judgment. These prompts accelerate review; they don't eliminate the need for attorney analysis.
  • Context matters. The same clause may be acceptable in one deal and disqualifying in another.
  • Jurisdiction varies. A non-compete enforceable in Florida may be void in California.
  • Always verify clause text. AI can misread or hallucinate provisions that aren't there.

πŸš€ From Prompts to Practice with Whisperit

Copying prompts into ChatGPT works β€” but it's slow. Whisperit.ai integrates AI-powered contract analysis directly into your document workflow. Dictate revisions, run clause analysis, and draft responses all in one platform built for legal professionals.

Start reviewing contracts faster β†’


Part 2 of 5 in our Legal AI Prompt Series. Next: AI-Powered Litigation: From Jurisdiction Analysis to Motion Drafting β†’