A Master Prompt Template for Reviewing a Contract With AI (Copy-Paste)

Most people who paste a contract into ChatGPT type something like "review this contract" and get back three paragraphs of vague, mostly-useless commentary. The AI is not the problem. The prompt is. A contract-review prompt needs the same things a brief to a junior associate needs: a defined role, your actual position and priorities, an exact output format, and specific instructions for the law that applies where you are. Below is a master prompt that does all four, built for Indian contracts, plus the variations you swap in for your role and contract type. (This guide is published by Adira, which sells contract review and CLM software, so we have a commercial interest in you trusting AI-assisted review. The prompt itself is free, works in any AI tool, and does not require our product.)

Why a generic prompt gives you a generic answer

"Review this contract and tell me if it's okay" fails for three reasons. The AI has no idea what "okay" means for you, a vendor and a buyer read the same liability cap completely differently. Without a forced output structure, the model free-associates on the clauses it finds interesting rather than the ones that carry risk. And without an explicit instruction to quote its source, an AI under pressure will summarise instead of cite, which is where hallucination hides.

There is a fourth failure specific to India: general-purpose AI models are trained mostly on US and UK contract law and commentary. Left alone, they will often assess an Indian employment non-compete as if it were a US one (enforceable, subject to reasonableness) instead of flagging that it is presumptively void here. The prompt below corrects for that explicitly, it does not rely on the model already knowing Indian law well.

The master prompt (copy and paste)

Fill in the bracketed fields, then paste the whole thing above your contract text (or attach the file, if your tool supports it).

ROLE
You are a contract-review assistant helping [YOUR NAME / COMPANY], who is the
[BUYER / VENDOR / EMPLOYEE / INVESTOR] in the attached [CONTRACT TYPE, e.g.
Master Services Agreement], governed by Indian law. You are not a lawyer and
must not present yourself as giving legal advice. Your job is triage: find,
categorise, and cite issues. It is not to give a final legal opinion.

MY POSITION
I am the [PARTY NAME / ROLE]. My priorities, in order, are:
1. [e.g. cap my total liability]
2. [e.g. keep payment terms at 45 days or better]
3. [e.g. avoid an exclusive lock-in longer than 12 months]
Flag anything in the contract that works against these priorities, even if it
is standard market language.

OUTPUT FORMAT
Go through the contract clause by clause, in the order the clauses appear.
For every clause that creates an obligation, a risk, or a right, output one
row of a markdown table with exactly these columns:
| Clause # | Clause title | Plain-English meaning | Risk (Low/Medium/High) | Exact sentence from the contract | Suggested edit |

Rules for this table:
1. "Exact sentence from the contract" must be a verbatim quote from the
   document, not a paraphrase. If you cannot find a supporting sentence, do
   not include that row.
2. If a clause that would normally be expected (limitation of liability,
   termination for convenience, governing law) is missing entirely, add a
   row and write "NOT PRESENT" in the Exact sentence column. Do not invent
   text that is not in the document.
3. Risk level must reflect risk to me specifically, given my position and
   priorities above, not a generic market assessment.

INDIAN LAW CHECKS (run these specifically, do not skip any)
- If any clause restrains me from working for a competitor, soliciting
  clients, or competing with the other party after this contract or my
  employment ends, flag it and note that under Section 27 of the Indian
  Contract Act, 1872, "every agreement by which any one is restrained from
  exercising a lawful profession, trade or business of any kind, is to that
  extent void," so a post-termination non-compete is generally unenforceable
  in India. Note if the restraint instead operates only during the contract
  or employment, which courts usually treat differently.
- If a clause assigns copyright, code, or other IP to the other party, check
  whether it states a duration and territory. If it is silent on duration,
  note that Section 19(5) of the Copyright Act, 1957 deems the assignment to
  last five years from the date of assignment when no period is specified,
  and Section 19(6) deems the territory to be India only when none is
  specified.
- Check whether the contract states who pays stamp duty and how it will be
  executed (stamp paper, franking, or e-stamping). Note that under Section
  35 of the Indian Stamp Act, 1899, an instrument that is not duly stamped
  cannot generally be admitted as evidence in an Indian court, or acted
  upon or registered by a public officer.
- Flag any clause that assumes a US or UK legal default (at-will
  termination, freely enforceable non-competes, common-law consideration
  quirks) instead of the Indian position.

WHAT NOT TO DO
- Do not invent a section number, case name, or fee. If you are not certain
  a clause matches a specific law, describe the risk in plain language
  instead of citing a law you are not sure of.
- Do not tell me a clause is "fine" or "standard" without pointing to the
  specific sentence that supports that view.
- End your answer with a short list of the 3 clauses I should get a lawyer
  to look at before I sign, and why those three specifically.

What each part of the prompt is doing, and why it matters

Role. Telling the AI it is doing triage, not giving a legal opinion, changes its tone. Left unframed, models slip into confident, lawyer-voiced language ("this clause is enforceable," "you are protected"). Told to find and cite rather than conclude, they produce more hedged, checkable output.

Your position. A liability cap set at fees paid is low risk for a buyer and serious for a vendor whose real exposure (a data breach, an IP claim) could dwarf the contract value. Without knowing which side you are on, the AI defaults to generic "balanced" commentary. State your top priorities and it triages against them instead of listing every clause equally.

The exact output table. This is the highest-leverage part of the prompt. Free text lets the model drift into summary. A forced table with an "exact sentence from the contract" column makes fabrication visible, an empty or vague cell signals distrust, and gives you something scannable in under a minute: clause number, risk, quote, done.

The India-law checks. This is the section generic prompts skip, and the one that matters most on an Indian contract. Section 27, Section 19(5), and stamping are counter-intuitive if your only reference point is US practice. Add more checks (the Payment of Gratuity Act, the Arbitration and Conciliation Act, 1996) as relevant.

"Not present," not invented. This is the difference between a useful prompt and a dangerous one. Ask an AI whether a contract has a limitation of liability clause without this instruction, and it will often describe a clause that sounds plausible but is not actually in your document. Demanding "NOT PRESENT" instead of a guess turns a silent gap into a visible flag.

Variations by role

The base prompt works for anyone. Swap in these additions under "MY POSITION" depending on who you are.

• Buyer / client. "Flag any indemnity or liability clause capped lower than the risk it covers, and any clause letting the vendor subcontract or assign without my consent."
• Seller / vendor. "Flag any indemnity or liability clause that is uncapped, and any unilateral termination-for-convenience right with no notice or compensation."
• Employee. "This is an employment letter. Flag any non-compete, non-solicitation, garden leave, or IP assignment clause against the Indian law checks above, and whether the notice period is symmetric."
• Investor. "This is a term sheet. Flag anti-dilution mechanics, liquidation preference, information rights, drag-along and tag-along triggers, and any clause diluting my board or veto rights."

Variations by contract type

Add these lines to the INDIAN LAW CHECKS section for the contract type you are reviewing.

• NDA. Check whether confidentiality has a stated end date; perpetual confidentiality with no carve-out for public information is a common overreach.
• Employment agreement. Check notice-period symmetry, and whether "non-solicitation" in substance operates like a broader non-compete.
• SaaS / vendor agreement. Check data-processing clauses against the Digital Personal Data Protection Act, 2023 if personal data is involved, and whether uptime carries a calculable service credit.
• Term sheet. Check whether any clause binds despite the sheet being marked non-binding, exclusivity and confidentiality provisions are frequently binding even when the rest is not.

The test you can actually run

Before trusting a single row, pick any two and open the contract to the clause number cited. Does the "exact sentence" column appear, word for word, at that location? If yes on both, extend reasonable trust to the rest (spot-check the high-risk rows too). If either quote is wrong or from a different clause, feed the AI a smaller section at a time instead. A harder version: delete a clause you know is standard, say governing law, from a copy of the contract before pasting it in. If the AI still "finds" it, that clause is not there, it is pattern-completing rather than reading, and you should not trust its citations on the real document either.

What good output looks like versus what to distrust

Normal	Red flag	Why it matters
Every row has a verbatim quote you can locate in the document	An "exact sentence" cell is a paraphrase, not a quote	Paraphrase there is often where a hallucinated or misread clause hides
Missing standard clauses are marked "NOT PRESENT"	The model describes a clause your contract does not actually contain	A classic failure on long documents, it fills a gap with what a typical contract usually has
Risk levels vary, some Low, some High	Every clause is marked "Medium" or "High"	Flat scoring usually means clauses were not actually differentiated
The India-law checks cite specific sections (27, 19(5))	The model cites a "standard rule" or a US case with nothing Indian behind it	A US-flavoured answer on an Indian contract is the exact failure this prompt catches
The closing "3 clauses to show a lawyer" list is specific to your contract	The closing list is generic ("get a lawyer to review the whole thing")	A useful triage narrows your lawyer's time to what actually needs it

A worked example: running the prompt on a bad indemnity clause

Say your contract has this sentence: "Vendor shall indemnify, defend and hold harmless Client from and against any and all losses, damages, costs and expenses arising out of or in connection with this Agreement." Run through the master prompt as a buyer, the output table row should look roughly like this:

Clause #	Clause title	Plain-English meaning	Risk	Exact sentence	Suggested edit
9.1	Indemnity	Vendor covers your losses connected to the contract, but the trigger is undefined and there is no cap	High	"Vendor shall indemnify, defend and hold harmless Client from and against any and all losses, damages, costs and expenses arising out of or in connection with this Agreement."	Narrow the trigger to specific events (IP infringement, confidentiality breach) and check whether it is capped or sits inside the general liability cap

That single row beats a paragraph of prose: it gives you the clause, the quote to verify, and a concrete next step. Feed the suggested edit back and the bad clause becomes something like: "Vendor shall indemnify Client against direct losses and reasonable legal costs arising from a third-party claim that the Deliverables infringe an Indian patent, trademark or copyright, or that Vendor's personnel breached confidentiality, provided Client notifies Vendor within 15 business days and gives Vendor control of the defence. Vendor's liability under this clause shall not exceed [2x fees paid in the preceding 12 months]." That fixes exactly what the table flagged: a defined trigger, a notice deadline, defence control, and a stated cap. Hand that to whoever is negotiating, rather than "the indemnity seems broad." To mark this up directly on the document instead of copying rows into a table, do that for free in Weave, which lets you flag and comment on clauses before sending a contract back for negotiation.

Where this fits, and its limits

This prompt is one input into a review, not the review itself. For the full sequence, structuring the whole pass, giving the AI your playbook, deciding when a human steps in, see how to review a contract with AI. Before trusting any single output, read is AI contract review actually accurate: citation accuracy is the weakest link, which is exactly why this prompt forces a verbatim quote for every flag.

US and global contrast

The core structure, role, position, forced table, verbatim citation, works the same everywhere; that is not India-specific. What changes is the INDIAN LAW CHECKS block. On a US contract, swap Section 27 for a state-by-state non-compete analysis (California voids most employee non-competes outright, but many other states enforce them if reasonable, the opposite default from India's blanket void rule). Drop the Section 19(5) five-year IP default, neither US nor UK copyright law has an equivalent, and swap the stamp-duty check for whatever formality matters locally (often nothing, in the US). Never run an unmodified US-market prompt on an Indian contract, or assume the reverse works.

FAQ

Will this prompt work in any AI tool, or only certain ones? It works as plain text in any chat-based tool that lets you paste or attach a document, ChatGPT, Claude, Gemini, and similar tools. Output quality varies by model and by how much of the contract it can read at once; very long contracts may need splitting into sections.

Does using this prompt mean I do not need a lawyer? No. Even on a capable model, this is a first-pass triage. It finds and cites issues faster than reading cold, but it does not replace legal judgement on whether a clause is acceptable for your deal. Verify every citation yourself, and get a lawyer for anything genuinely high-stakes.

What if the AI cites a case or section I cannot find? Treat it as unverified. Search the section number or case name directly, Indian Kanoon and the India Code portal are both free, before repeating that citation to anyone. AI models sometimes generate a plausible-sounding citation that does not actually exist.

Should I paste the whole contract at once or clause by clause? For contracts under roughly 15 to 20 pages, paste the whole thing, the model needs full context to judge whether clauses are internally consistent, an indemnity cap matching the liability cap, for instance. For longer contracts, review section by section, but re-paste the definitions and cross-referenced clauses each time.

Do stamp duty rates differ by state, and does the prompt handle that? The Section 35 point applies uniformly, an unstamped instrument's evidentiary problem is a central rule, not a state one. Actual rates vary by state, so if the rate itself matters, check your state's schedule separately, this prompt is not built to get that number right.

This prompt gets you a faster, better-structured, source-cited first pass on a contract. It does not make the AI a lawyer, and it does not tell you whether a specific clause is enforceable or advisable in your situation, that depends on facts and judgement a language model does not have. Verify every citation before you act on it, and get a lawyer involved before you sign or reject anything genuinely high-stakes.