AI for Contract Review: 40+ Prompts That Actually Work
AI for Contract Review: 40+ Prompts That Actually Work
π Published: February 2026 | β±οΈ 14 min read | βοΈ 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.
π‘ 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.
π The Contract Review Prompt Framework
Every effective contract review prompt follows this structure:
| Element | Purpose | Example |
|---|---|---|
| Role | Sets expertise level | "You are a contract review attorney" |
| Context | Provides the clause text | "Read the following provision: ..." |
| Task | Defines what to analyze | "Does this contain a non-compete clause?" |
| Format | Specifies output structure | "Answer Yes/No, then explain reasoning" |
| Perspective | Who you represent | "Risk assessment for the buyer" |
π 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
<details> <summary>π All 41 CUAD Clause Types (Click to Expand)</summary>plainReview the following contract provision and determine if it contains a {clause_type} clause. Provision: "{provision_text}" Answer Yes or No, then explain your reasoning.
| # | Clause Type | What to Look For |
|---|---|---|
| 1 | Affiliate License (Licensee) | License extends to licensee's affiliates |
| 2 | Affiliate License (Licensor) | License from licensor's affiliates |
| 3 | Anti-Assignment | Restrictions on assigning the contract |
| 4 | Audit Rights | Right to audit the other party |
| 5 | Cap on Liability | Maximum liability amount |
| 6 | Change of Control | Triggered by ownership changes |
| 7 | Competitive Restriction Exception | Exceptions to non-compete |
| 8 | Covenant Not to Sue | Agreement not to bring legal action |
| 9 | Effective Date | When the contract takes effect |
| 10 | Exclusivity | Exclusive dealing requirements |
| 11 | Expiration Date | When the contract ends |
| 12 | Governing Law | Which jurisdiction's law applies |
| 13 | Insurance | Insurance requirements |
| 14 | IP Ownership Assignment | Transfer of IP rights |
| 15 | Irrevocable/Perpetual License | License that can't be revoked |
| 16 | Joint IP Ownership | Shared IP ownership |
| 17 | License Grant | Grant of license rights |
| 18 | Liquidated Damages | Pre-set damage amounts |
| 19 | Minimum Commitment | Minimum purchase/performance obligations |
| 20 | Most Favored Nation | Best-price guarantees |
| 21 | No-Solicit of Customers | Can't solicit the other party's customers |
| 22 | No-Solicit of Employees | Can't recruit the other party's employees |
| 23 | Non-Compete | Restrictions on competing |
| 24 | Non-Disparagement | Can't make negative statements |
| 25 | Non-Transferable License | License can't be transferred |
| 26 | Notice Period to Terminate Renewal | Required notice before auto-renewal |
| 27 | Post-Termination Services | Obligations after contract ends |
| 28 | Price Restrictions | Limits on pricing |
| 29 | Renewal Term | Automatic renewal provisions |
| 30 | Revenue/Profit Sharing | Shared revenue arrangements |
| 31 | ROFR/ROFO/ROFN | Right of first refusal/offer/negotiation |
| 32 | Source Code Escrow | Software source code protection |
| 33 | Termination for Convenience | Right to terminate without cause |
| 34 | Third Party Beneficiary | Rights for non-parties |
| 35 | Uncapped Liability | No limit on liability |
| 36 | Unlimited/All-You-Can-Eat License | Unrestricted usage rights |
| 37 | Volume Restriction | Limits on volume/quantity |
| 38 | Warranty Duration | How long warranties last |
| 39 | Force Majeure | Excuses for extraordinary events |
| 40 | Severability | Invalid clauses don't void contract |
| 41 | Termination | General termination provisions |
π 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
<details> <summary>π 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>plainRead 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
Practical Example: Full NDA Review
plainYou 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?
π‘ Pro Tip: Run this across every NDA that comes in. You'll catch issues in seconds that would take 30 minutes of manual review.
π Section 3: Consumer Contract & ToS Review
Consumer Rights Analysis
plainRead 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
plainClassify 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
plainDetermine whether the following transaction is governed by the UCC or common law: Transaction: "{transaction_description}" Answer UCC or Common Law, and explain why.
β οΈ Important: This is a threshold question β getting it wrong means applying the wrong legal framework to the entire contract.
βοΈ Section 4: Contract Drafting Prompts
Force Majeure Clause Drafter
plainDraft 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
plainYou 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}
π Section 5: Due Diligence Contract Review
Comprehensive Due Diligence Scan
plainYou 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.
π§ 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
- Triage β Use the Master Clause Detection prompt to scan for the 10 most critical clause types for your deal
- Deep dive β For flagged clauses, use the specific analysis prompts (NDA hypotheses, unfair terms, etc.)
- Compare β Use the Redlining Assistant for any counter-proposals
- Draft β Use the drafting prompts for new clauses or revisions
- Due diligence β For M&A contexts, run the comprehensive DD scan
Batch Processing Tip
plainReview 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}"
π‘ 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.
β οΈ 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.
π 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