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Drafting and risk · Level Advanced · Legal Drafting Clauses

Drafting a clause: covering the cases

Writing a new delivery and acceptance clause.

Prompt

Two jobs: cover the cases that can happen, and attach responsibility to an executable person and date. Elegant but unenforceable is worthless.

Task: Writing a new delivery and acceptance clause.

[Before you start, do three things]
1. Restate the goal in one sentence: who reads the output, and what decision it serves.
2. If I have not given you the following, ask me. Do not assume:
   - deliverable and form
   - acceptance criteria and period
   - handling of failure
   - what each side can actually do
3. Say how you plan to do it (at most 5 steps) and wait for my go-ahead.

[Go through each of these]
- five cases: on time and compliant, on time and not, late, partial, force majeure
- who does what within how many days
- checkable acceptance criteria
- mark periods needing business input

[Process]
1. List five possible scenarios including the worst
2. For each: who does what, how soon, and the consequence
3. Use checkable words, not 'reasonable' or 'timely'
4. Check clauses for conflict
5. Mark commercial terms needing business input

[Output]
Scenarios, responsibility, deadline, consequence, conflict check.

[Do not]
- No 'timely' or 'reasonable'
- Never an obligation without a subject
- No unenforceable penalties
- Do not give legal opinions beyond your remit

What to state before it starts

Leave these unsaid and the model fills them with an assumption. Most 'wrong answers' start here.

  • deliverable and form
  • acceptance criteria and period
  • handling of failure
  • what each side can actually do

Go through each of these

Where this kind of work most often goes wrong. Already in the prompt, so you do not have to remember it.

  • five cases: on time and compliant, on time and not, late, partial, force majeure
  • who does what within how many days
  • checkable acceptance criteria
  • mark periods needing business input