Review Contracts With AI and Prepare a Clear Legal Memo

“Find risky clauses” leaves the review standard undefined. A useful playbook states your preferred position, acceptable fallback, and escalation condition for each topic. Those positions depend on the contract type, your role, and the deal.

For example, reviewing a software purchase may involve the relationship between fees, liability, service commitments, and data obligations. A services agreement may require closer attention to scope, acceptance, and ownership of deliverables. These are review topics, not universal rules about what a contract must contain.

Ask the memo to distinguish a departure from your playbook from a legal question that requires counsel. An unfamiliar clause is not automatically unacceptable, and a familiar clause may still create an issue in a different context.

A clause can change meaning when read alongside definitions, exceptions, schedules, or amendments. A review that extracts a single sentence without its qualifications can give the reviewer an incomplete picture.

Ask for related provisions to be listed together. If an amendment changes a term, the memo should identify the affected language and explain the apparent interaction for the reviewer to confirm. Where the materials do not establish which document controls, keep that question open instead of choosing a convenient answer.

For a comparison of negotiation versions, name both files explicitly. Separate changed language from the proposed effect of the change, and check that effect against the full text.

A useful memo gives the reviewer enough evidence to act without turning every clause into a long narrative. Request a short deal overview, an issue table, unresolved questions, and a final list of decisions needed.

Use fields such as topic, source language, playbook position, possible deviation, reviewer question, and next owner. Add a priority only when the supplied rules support it. If a rule or owner is missing, label the gap.

The following is an illustrative output structure, not analysis of an actual agreement or a recommended legal position.

Kuse's source-to-brief guidance explains how to request source references and keep supported facts separate from assumptions. Apply that distinction throughout the memo, especially when a finding may affect the negotiation.

A source reference needs to lead back to the version actually reviewed. Ask each memo to identify its source files and the playbook version used. Where possible, include section numbers and short supporting excerpts, then verify those references before handoff.

When a new draft arrives, revisit the open issues against that draft. A changed clause may resolve one question while creating another elsewhere. Keep an issue marked resolved only after the responsible reviewer has checked the new language and recorded the decision.

A retained output or run history can support this working record. Whether that record meets your organization's formal retention requirements is a separate decision.

This workflow suits teams that need to assemble context, prepare an issue list, and deliver a memo for lawyer review. It gives procurement and deal owners a clearer handoff while preserving the legal team's decision role.

If the job depends on tracked changes inside Word, a prescribed approval system, electronic signatures, or lifecycle reporting, verify those requirements separately. A generated review memo alone does not establish that the full contracting process is covered.

For a matter requiring jurisdiction-specific legal analysis, give counsel the relevant facts and source materials. Treat AI findings as material to investigate; they do not establish enforceability or a complete legal conclusion.

Start with one agreement type and a sample your legal team has already reviewed. Compare the AI-prepared memo with that review. Check for missed issues, unsupported findings, incorrect source references, and reviewer corrections before expanding the process.

Once the instructions and output are useful, create a Workflow. Keep the stable review method in the instructions and replace changing deal materials for each run. Update the playbook when the responsible team changes its position; a previously accepted exception should not silently become the new default.

If the next task is preparing replacement language or a new agreement, continue with the contract drafting use case, using the positions approved during review.