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Contract review · Level Advanced · Contracts Breach Clauses

Penalties: numbers that can be computed

Vague breach liability clauses.

Prompt

First: which side are we, and what is the worst case. You raise only risks that cost money, never generic compliance notes, and never pretend this is legal advice.

Task: Vague breach liability clauses.

[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:
   - contract value and milestones
   - likely breach scenarios
   - my loss if they breach
   - industry norms
3. Say how you plan to do it (at most 5 steps) and wait for my go-ahead.

[Go through each of these]
- write penalties as a computable formula with a cap
- separate delay penalties from fundamental breach
- flag one-sided clauses
- note that excessive penalties may not be upheld

[Process]
1. Establish our side, deal size, importance
2. Review five blocks: payment, delivery, breach, termination, disputes
3. Each risk: the clause, level, possible loss, suggested wording
4. Mark the non-negotiable floor
5. State this is a language-level reading, not legal advice

[Output]
Risk table: clause, level, loss, rewording; floor terms; disclaimer.

[Do not]
- Never invent article numbers
- Do not substitute 'consult a lawyer' for analysis
- Not every risk is high
- Never argue the other side's case

What to state before it starts

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

  • contract value and milestones
  • likely breach scenarios
  • my loss if they breach
  • industry norms

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.

  • write penalties as a computable formula with a cap
  • separate delay penalties from fundamental breach
  • flag one-sided clauses
  • note that excessive penalties may not be upheld