Claude Prompt: First-Draft Commercial Agreement From a Term Sheet, Plus Redline List
Drafts a commercial agreement from the term sheet you paste, with every price, term and cap taken from your words, and a redline list against the other side's draft if you paste one. Terms nobody supplied stay blank for you.
The Prompt
Variables (8)
| Variable | Description | Example |
|---|---|---|
| {{client_name}} | Client Name | Harbor Analytics, Inc. |
| {{client_role}} | Client Role | Customer |
| {{agreement_type}} | Agreement Type | Master Services Agreement |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{term_sheet}} | Term Sheet | Parties: Harbor Analytics, Inc. (customer) and Beacon Data LLC (vendor). Services: monthly data reporting. Fees: $4,200 per month. Term: 24 months. |
| {{counterparty_draft}} | Counterparty Draft (optional) | 1. Services. Vendor will provide the reporting services described in Exhibit A... |
| {{drafting_instructions}} | Drafting Instructions | Omit the Force Majeure heading. Keep the draft under 12 pages. |
| {{pasted_authority}} | Governing Text (if any) | Section 9.2 of the parties' prior agreement: "Either party may terminate on written notice as stated in the Order Form." |
Expected Output
A reasoning pass inside analysis tags, then Part 1, attorney-only: term register, conflicts, arithmetic, cleared and held-back lists, defined-term and cross-reference findings, silent points, declined requests, missing information. Part 2: the first draft under thirteen headings and, if a counterparty draft is pasted, a redline list. Ends with a Verification list.
Usage Notes
Use when you have a term sheet and need a first draft, or the other side's paper and a redline list. Paste the term sheet in full, with prices, caps, notice periods and governing law in your own words. Watch for the failure this prompt guards against: a drafter filling a missing term with a "reasonable" figure; check that every blank is a blank. Read the document part line by line before it leaves the office. Not legal advice. The attorney remains responsible for verifying every fact, figure and authority before use.
Double-check before use
- Compare the liability cap in the draft with your term sheet, word for word. In testing, the cap was once rewritten (who pays, which period) instead of copied.
- Check every Delete item in the redline against your term sheet. In testing, a clause the term sheet provided for was once marked for deletion, and a renewal clause found only in the other side's draft was once kept.
These are the places where this prompt was seen to slip when tested on sample cases with a small AI model.
Originally featured in: Claude AI for Lawyers: Best Prompts, Use Cases & Tips (2026)
Related Prompts
Claude Prompt: Contract Risk Analyst System Prompt With Redline List
Standing instructions that make Claude review each contract you paste for one named party: a 14-topic checklist, tiers set by your stated priorities, and redlines that never add a burden for your side.
Claude Prompt: California Confidentiality and Restrictive Covenant Clauses
Drafts a confidentiality clause and any restrictive covenant clause for an agreement with a California-based counterparty. Every California rule comes from the statute or decision text you paste; a restraint the pasted text does not clear is held back for you.
Prompt: Draft a Balanced Mutual NDA From Your Agreed Terms
Drafts a balanced mutual NDA in plain modern English from the terms you paste. Each clause is tested for one-sidedness, and any term you did not supply, such as a period or a carve-out, stays a blank for you.
Three-Version Clause Builder: Client, Balanced and Counterparty Drafts
Drafts one clause in three versions labelled by whom each favors, using only the purpose, terms and example language you paste. Missing terms stay blank for you to complete; no version borrows a figure or claims what a court would enforce.
* These prompts are drafting and analysis aids for licensed attorneys. They are not legal advice and do not replace professional judgment. AI output can contain errors, including invented citations and incorrect deadlines: verify every fact, figure, authority and deadline against primary sources before relying on it. Rules vary by jurisdiction, and you remain responsible for the final work product.