Corporate / Contracts
Two ready-to-use prompts for common commercial negotiation tasks. Replace bracketed placeholders before running.
Prompt 1 — Drafting (Limitation of Liability + exclusions)
I am acting for the Service Provider in a B2B SaaS / software services agreement under [Governing law / Country].
Context: Annual fees are USD 60,000. The Client is asking for “uncapped liability”.
Task: Draft a Limitation of Liability clause.
Constraints:
● Cap: total fees paid in the 12 months before the claim.
● Exclude: indirect, consequential, special, exemplary, and loss of profits/revenue/data.
● Carve-outs (only): fraud and willful misconduct.
● Output: a clean, contract-ready clause with short sub-sections (Cap / Excluded Damages /
Carve-outs).
Prompt 2 — Review & Redraft (Indemnity “bad clause” → balanced)
I represent the Vendor/Supplier in a commercial contract governed by [Country].
Context: The counterparty proposed this indemnity:
“Supplier shall indemnify Customer against any and all losses, damages, liabilities, costs, and expenses (including attorney fees) arising out of or related to the Agreement, regardless of fault.”
Task:
1) List the top 4 risks for the Supplier in this clause (plain English, one line each).
2) Rewrite it to be market-standard and Supplier-friendly.
Constraints for the rewrite:
● Indemnity limited to third-party claims only.
● Trigger: Supplier’s gross negligence or willful misconduct (not “regardless of fault”).
● Exclude Customer’s own negligence/misuse and Customer-provided materials.
● Procedure: notice, control of defense, cooperation.
● Output: “Before / After” clearly labeled.
Follow-up ideas: After you get the clause, ask “Give me 2 fallback positions if the
counterparty rejects the cap” or “Rewrite in plain English for business stakeholders.”