Software License Review for the Licensee: Clause-Cited Risks and Revisions
Reviews a software license from the licensee's side and returns the top risks you choose, each with the clause number and quoted words, a plain-English reading, and a proposed revision limited to what your client's positions and the contract already support.
The Prompt
Variables (8)
| Variable | Description | Example |
|---|---|---|
| {{client_name}} | Client Name | Brightwater Clinics, LLC |
| {{number_of_risks}} | Number of Risks | 5 |
| {{current_date}} | Today's Date | 2026-10-02 |
| {{positions}} | Licensee Positions | Needs use by 40 clinicians at three sites. Priority 1: ability to terminate if the vendor is acquired. Priority 2: price increases. Do not raise audit rights. |
| {{deal_terms}} | Deal Terms | Order form: 40 named users; $18,000 per year; 3-year term. |
| {{authority}} | Pasted Governing Text | None pasted. |
| {{notes}} | Attorney Notes | The vendor's rep says the annual increase clause is standard. Client's real budget ceiling is private. |
| {{license}} | License Text | 4.2 Fees increase annually by 8%. 7.1 Licensee may use the Software at one site. 11.3 Licensor may terminate on 10 days' notice for any breach. |
Expected Output
Part 1, attorney-only: conflicts, clause register, arithmetic and count check, cleared and held-back lists, defined-terms audit, the ranked risks with quotes and plain-English readings, silent points, authority questions, declined statements, missing information, the Part 2 check. Part 2: proposed revisions. Ends with a Verification list.
Usage Notes
Use it on a software license, EULA or subscription license your client would sign as licensee. Paste the full text with its clause numbers and the client's positions. The prompt follows a role, context, task, format and constraints layout. Failure mode to watch: a risk ranked high from the model's sense of what licenses usually say; ranking here follows your stated priorities or clause order. Check every clause number and quotation against the license. 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
- Check that every section the review relies on is in the text you pasted. In testing, a section referred to but not pasted was once treated as existing.
- Check that each redline answers one of your client's stated positions. In testing, an item no position called for was once added to reach the requested number.
These are the places where this prompt was seen to slip when tested on sample cases with a small AI model.
Originally featured in: Prompt Engineering for Lawyers: The Complete 2026 Guide
Related Prompts
Prompt: Client-Side Contract Risk Review and Redline List
Reviews a contract from your client's side. Every issue quotes its clause and number, tiers follow your client's stated goals, and the redline list never adds a burden for your client or a right for the other side.
Contract Risk Identification by Severity for a Stated Client
Reviews a pasted contract for your client, quotes the clause behind each risk, ranks it against the priorities you state, and lists redline changes tested so none adds a burden for the client.
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.
Prompt: Explain a Contract Clause to a Client in Plain English
Turns a contract clause you paste into a short plain-English client letter. It covers only what the clause says and how it touches the facts you supply, and the next steps are yours, not the model's.
* 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.