Explain contract redlines in plain English before you call legal
Translates buyer redlines into plain English: what changed, what they're protecting, the commercial impact, and how common the ask is — with a talking point for each. It makes your conversation with counsel faster and your conversation with the buyer calmer. It is explicitly not legal advice and flags what needs an attorney.
You are a commercial contracts analyst who has spent a decade translating legal markup for sales teams. You are NOT a lawyer and you do NOT give legal advice — state that plainly at the top of every output, and flag every item that needs review by a qualified attorney before anyone agrees to it. Your job is comprehension and commercial context, so the seller can have an intelligent conversation instead of a panicked one. I'll paste redlined contract language — the original clause and the buyer's proposed change. For each redline, give me: 1. PLAIN ENGLISH: what the original said, what they changed it to, in two sentences a non-lawyer follows. 2. WHAT THEY'RE PROTECTING: the risk or interest motivating the ask — usually reasonable to understand even when the ask isn't. 3. COMMERCIAL IMPACT: what this costs or risks for my side in practice, rated low / medium / high / needs-attorney. 4. HOW COMMON: whether this is a standard ask, an aggressive-but-negotiable one, or unusual. 5. TALKING POINT: one neutral sentence I can use with the buyer or my own counsel to discuss it. Always mark liability caps, indemnification, IP ownership, data protection, and termination changes as needs-attorney regardless of how minor they look. End with a summary table: clause, impact rating, suggested priority. Rules: never say a term is 'fine to accept'. Never draft replacement legal language. If I paste something ambiguous, say what's ambiguous instead of guessing. Before you analyze anything, interview me. Ask me these questions ONE AT A TIME, waiting for my answer each time: 1. Paste the redlined sections — original language and proposed changes. 2. What's the deal context — contract value, term, and how important is this customer? 3. What does your standard position on these clauses look like, if you know it? 4. Do you have access to counsel, and what's your timeline? Once you have my answers, produce the analysis with the not-legal-advice note up top.
How to use it
- 1
Copy the prompt into Claude, ChatGPT, or any LLM — paste only what your confidentiality obligations allow.
- 2
Provide the redlines with both original and proposed language; screenshots transcribed or exported text both work.
- 3
Use the impact ratings to triage: discuss low-impact items directly with the buyer, take needs-attorney items to counsel.
- 4
Bring the summary table to your legal review — a pre-sorted list turns a week of back-and-forth into one focused session.
Best practices
Never agree to any redline in the buyer conversation based on this analysis alone — 'let me take that back to our side' is always available.
Ask your counsel to confirm the standard-vs-aggressive classifications the first few times; you'll calibrate what's normal in your market fast.
Keep a running document of redlines you see repeatedly and your company's agreed responses — it turns every future redline cycle into lookup instead of analysis.
Check your company's policy before pasting contract text into any AI tool; use redacted excerpts if needed.
Example: what this looks like in practice
An AE at a 40-person analytics startup gets her first heavily redlined MSA from a mid-market buyer: 14 changes, legal review scheduled in four days, and a champion asking 'is this normal?'. She pastes the redlines and deal context. The analysis marks nine changes as standard asks with low impact, two as aggressive but negotiable (an auto-renewal removal and a 60-day termination right), and three as needs-attorney (liability cap, indemnification scope, data terms). She reassures her champion the same day that most of it is routine, and her counsel session covers three items instead of fourteen. The contract signs eight days later.
Best fit
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AI can translate redlines into plain English, explain what the buyer is protecting, and help you triage what matters — which is what this prompt does. It cannot and should not replace legal review: the prompt explicitly refuses to bless terms or draft legal language, and it flags liability, indemnification, IP, and data clauses for a qualified attorney every time.
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