For Corporate Attorneys ·
What you'll accomplish
The data room holds forty agreements and the deal team wants to know by Thursday which ones have change-of-control, assignment, exclusivity or termination terms that matter. You will upload a batch of abstracted agreements to a regular ChatGPT chat and ask for one table: a row per agreement, a column per issue, and a clause reference in each cell. The table tells you which clauses to read first. It is a reading aid. You read every clause it points to before anything goes in a diligence report.
This guide uses a regular chat with file uploads. It does not use a Project.
What you'll need
A caution about deal material. Diligence documents can contain material nonpublic information about an acquisition or financing, plus counterparty terms that an NDA may stop you from sharing with a service provider. Read the NDA's own terms. Upload only if your company has cleared the specific tool for deal documents, and ask whether your general counsel or the deal lead needs to sign off. Check the data settings on your account: whether chats are used for training, how long they are kept, and who in your company can see them. Replace party names with letters ("Counterparty A") or roles, remove prices and volumes, and leave out the deal's code name and any internal strategy. Whether using an AI tool affects privilege is unsettled, so follow your company's policy and your state bar's guidance.
What you should see: A set of labelled, abstracted files. Troubleshooting: Amendments belong with their base agreement. Combine them into one file in the order signed, or label them clearly.
What you should see: Each file's name shown with your message before you send. Troubleshooting: There is a limit on how many files a chat accepts and how large they can be, and it varies by plan. If ChatGPT refuses a file, split the batch into smaller groups and run the prompt on each.
You are helping a lawyer decide which clauses to read first in a diligence review. Use only the uploaded agreements. Return one table with a row per agreement and these columns:
1. Agreement (the label I gave it)
2. Counterparty role (as written, e.g. Customer, Supplier)
3. Change of control: what the agreement says, and the clause number
4. Assignment: what the agreement says, and the clause number
5. Exclusivity: what the agreement says, and the clause number
6. Termination: rights of each side, and the clause numbers
7. Read first (High, Medium or Low) and one line explaining why
Rules:
- Quote the key words from the clause in quotation marks.
- If you cannot find a term, write "Not found in the text provided". Do not write "None" or "No".
- Do not state what the law requires or say whether a clause is enforceable.
- Do not guess at clause numbers. If a clause has no number, give the heading.
- After the table, list any agreement where the text looked incomplete or hard to read.
What you should see: A table with a quote and a clause reference in each cell. Troubleshooting: If cells say "see agreement", reply "Quote the clause wording in every cell."
Reply in the same chat: "Which agreements might affect the deal in ways not covered by the four columns, for example consent rights, notice requirements or most-favored terms? Cite the clause." Treat the answer as a list of places to look, not a finding.
What you should see: A short list with clause references. Troubleshooting: If it invents terms, tell it to restrict itself to text it can quote.
Add one more issue column:
Add a column for notice requirements to terminate. Same rules: quote the clause and give the number.
Ask for the clause text:
Give me the full text of the assignment clause in Agreement C and any definitions it relies on.
Compare two agreements:
Compare the termination clauses in Agreement B and Agreement E. List the differences by clause number.
Draft the issue summary for the deal lead (after you have read the clauses):
Based only on the verified table below, write a half-page summary for the deal lead: the three agreements that need consent or notice, then the agreements with no relevant terms. Say this is a reading aid summary and that clauses are subject to my review.
[Paste your verified table]