Gemini Prompt: Delaware Commercial Contract Risk Analysis and Redline Proposals
Reviews a commercial contract governed by Delaware law against your client's stated positions: quoted risk clauses, protections the text leaves open, ambiguous wording with each reading, terms to preserve, and a clean redline proposal list. Delaware rules appear only if you paste them.
The Prompt
Variables (9)
| Variable | Description | Example |
|---|---|---|
| {{contract_type}} | Contract Type | Master Service Agreement |
| {{client_name}} | Client Name | Northgate Logistics, Inc. |
| {{client_position}} | Client Position | customer/buyer |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{positions}} | Client Positions | Must keep: termination for convenience on 60 days' notice. Priority: liability cap should exceed one year of fees. Do not raise insurance. |
| {{deal_terms}} | Deal Terms | Term sheet: three-year term; fees $240,000 per year; payment net 45. |
| {{delaware_text}} | Delaware Text | None pasted. |
| {{notes}} | Attorney Notes | The vendor's counsel says its liability cap is standard. Do not mention the client's budget ceiling. |
| {{contract}} | Contract Text | 1. Term. This Agreement runs for 36 months. 9. Limitation of Liability. Vendor's aggregate liability shall not exceed the fees paid in the prior 3 months. |
Expected Output
Part 1, attorney-only: conflicts, clause register, arithmetic and count check, cleared and held-back lists, defined-terms audit, critical risks, open protections, ambiguities, terms to preserve, authority questions, declined statements, missing information, the Part 2 check. Part 2: redline proposals. Ends with a Verification list.
Usage Notes
Use it on a commercial contract that the attorney will review for a client, with the client's positions in hand. Paste the whole agreement and any Delaware statute or decision text you rely on. Failure mode to watch: the model calling a clause a risk because of what is common elsewhere; every risk here must tie to a stated client position or to the clause's own words. Delaware rules not pasted come back as authority-needed markers. 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.
Originally featured in: Gemini 3.1 Pro for Lawyers: Best Prompts, Use Cases & Honest Review (2026)
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* 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.