Drafting & review questions.
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Walk me through how you'd redline a 'reasonable best efforts' clause to make it more precise without scaring the counterparty.Walk me through how you'd redraft an indemnification clause that the other side says is one-sided.A client sends you a contract and asks you to flag anything that could come back to bite them. Walk me through where you look first.Walk me through how you'd structure your fallback positions for a key clause you can't lose entirely.Walk me through how you'd summarize a complex termination provision for a non-lawyer client.A contract uses the word 'material' twelve times without definition. Walk me through how you'd respond.Walk me through how you'd negotiate liability caps when the underlying transaction is large but the fee is small.Walk me through reviewing a confidentiality clause for ambiguities you'd want to fix.Walk me through how you'd handle a client's instruction to 'just sign whatever they send' on a high-value contract.Walk me through summarizing the terms of a credit agreement for a CEO who is not a lawyer.Walk me through how you'd tighten a clause that says 'commercially reasonable'.Walk me through how you'd allocate IP ownership in a development agreement when both sides contribute.Walk me through a review of a non-compete to identify enforceability risks.Walk me through how you'd negotiate a representation when the client genuinely doesn't know if it's true.Walk me through how you'd convey the key economic terms of an M&A purchase agreement in a one-page summary for the CEO.Walk me through how you'd word a force-majeure clause in 2026 to be useful next time.Walk me through how you'd handle a liability cap when the counterparty insists on uncapped.Walk me through reviewing the change-of-control provision in a third-party contract for hidden traps.Walk me through how you'd handle a marketing-type clause your client doesn't want to negotiate.Walk me through summarizing a SaaS subscription agreement's key risks for a Procurement officer.Walk me through how you'd tighten a representation about ownership of data.Walk me through how you'd structure the survival period for representations in an M&A deal.Walk me through reviewing a service-level agreement for ambiguities the customer might exploit.Walk me through negotiating a 'most favored nation' clause when the counterparty insists.Walk me through how you'd communicate to a CFO that a recently signed contract has a hidden risk you've just discovered.Walk me through how you'd rewrite an indemnity for IP infringement so it doesn't accidentally cover claims unrelated to the product.Walk me through how you'd handle a regulatory-compliance representation in a contract with a foreign counterparty.Walk me through reviewing a license grant to figure out what the licensee can and can't actually do.Walk me through how you'd structure negotiation positions on a clause your client genuinely doesn't care about, but the other side does.Walk me through how you'd explain a complex earn-out structure to a founder over the phone.Walk me through how you'd redline a clause that says 'prompt payment' to make the timing enforceable.Walk me through reviewing a limitation-of-liability clause where both parties are capped at the same dollar amount but one side has much more exposure.A contract says the vendor will provide 'industry-standard security measures.' Walk me through what questions you'd ask to clarify this.Walk me through how you'd prepare two alternate versions of a warranty disclaimer if the first version gets rejected.Walk me through how you'd explain the difference between 'net 30' and '30 days from invoice date' to a finance team member.Walk me through how you'd tighten a notice provision that just says 'written notice to the address on file.'Walk me through reviewing an insurance-requirement clause to spot whether it actually protects your client from loss.A contract uses 'business day' in three different clauses but never defines it. Walk me through how you'd handle that.Walk me through how you'd structure a negotiation on audit rights if the vendor refuses annual audits but you can't drop the right entirely.Walk me through how you'd summarize a payment-waterfall provision in a loan document for a junior accountant.Walk me through how you'd redraft 'the parties will cooperate in good faith' to create an actual enforceable obligation.Walk me through reviewing a mutual NDA to check whether the confidentiality obligations are actually balanced between the parties.Walk me through how you'd redraft a force majeure clause that lists specific events but has no catch-all provision.A vendor contract shifts all warranty liability to your client with a single sentence buried in Section 14. Walk me through how you'd negotiate that out or mitigate it.Walk me through how you'd tighten a data security clause that only requires 'industry-standard' protections.A licensing agreement gives the other side 'perpetual, irrevocable' rights but your client wants an exit. Walk me through your redraft strategy.Walk me through how you'd explain a multi-tiered dispute resolution clause—mediation, then arbitration, then litigation—to a startup founder in plain English.You're reviewing an M&A NDA and notice the definition of 'Confidential Information' has six carve-outs, three of which overlap. Walk me through how you'd clean it up.Walk me through how you'd allocate risk in a SaaS agreement when the vendor refuses any liability for data loss but your client stores critical customer data.A contract says payment is due 'promptly' upon invoice. Walk me through how you'd redraft to avoid disputes.Walk me through how you'd review a joint venture agreement for hidden control rights that might override the stated governance structure.Walk me through how you'd summarize a waterfall distribution provision in a private equity fund agreement for a new LP who isn't financially sophisticated.A clinical trial agreement makes your pharma client liable for 'any and all' adverse events. Walk me through your redline strategy.Walk me through how you'd draft fallback positions for a non-compete clause when the other side says any geographic or time limit is a dealbreaker.You're reviewing a cloud services agreement and the SLA defines 'uptime' differently in three different sections. Walk me through how you'd address this.Walk me through how you'd tighten a change-of-control provision that triggers on 'effective control' without defining it.A supply agreement caps damages at the 'average monthly fees' but fees vary wildly month-to-month. Walk me through how you'd propose a fairer cap.Walk me through how you'd explain a complex earn-out provision in an acquisition agreement to a seller who built the business from scratch.Walk me through reviewing an API license agreement for ambiguities around usage limits, rate throttling, and overage charges.A services agreement requires your client to maintain 'adequate' insurance but doesn't specify types or amounts. Walk me through how you'd redraft.Walk me through your fallback positions for negotiating audit rights when the vendor refuses any access to their systems or records.Walk me through how you'd allocate IP rights in a co-development agreement when contributions are unequal and one party has more leverage.A contract uses 'best efforts,' 'reasonable efforts,' and 'commercially reasonable efforts' interchangeably. Walk me through how you'd fix this.Walk me through how you'd summarize a complex assignment and sublicensing provision for a product manager who needs to understand what they can and can't do.Walk me through how you'd redraft a termination-for-convenience clause when your client is the service provider and needs revenue predictability.A manufacturing agreement defines 'defect' using subjective quality standards. Walk me through how you'd make it objective and measurable.Walk me through developing fallback positions for an exclusivity clause when the other side wants global exclusivity but you need to preserve key markets.The audit committee asks you to explain the draft revenue recognition footnote for a usage-based software business in plain English. Walk me through how you'd do it.You're drafting a management letter comment about a control deficiency in vendor payment approvals. How do you write it so it's precise, fair, and actually drives a fix?You're reviewing an engagement letter covering an audit plus “assistance with technical accounting matters as needed.” What ambiguities do you hunt for, and how do you tighten them?You're reviewing the net working capital section of a purchase agreement before it's signed. Which definitions and mechanics do you mark up, and what disputes are you preventing?You're reviewing a cleaning SOP before it's issued. Walk me through where you look first for language vague enough to cause a deviation on the floor.A deviation investigation report concludes 'operator error, retrained' as the root cause. Walk me through how you'd redline that write-up before it goes to QA.An operator says a critical batch-record step is written in a way no one on the floor actually follows as intended. Walk me through how you'd rewrite that step so it's followed correctly and stays compliant.You're reviewing the quality agreement with a contract manufacturer. Walk me through how you'd check that responsibility for testing, batch release, and deviation handling is unambiguously assigned.A draft apology statement reads: 'We apologize for any inconvenience this may have caused. Mistakes were made and we are committed to doing better.' Walk me through your critique and rewrite.Legal has redlined your crisis statement until it's unrecognizable — every acknowledgment hedged, every commitment removed. Walk me through how you'd get to language that's both safe and human.A press release for your publicly traded company is 30 minutes from crossing the wire. Walk me through your final review — what claims and phrases do you hunt for?A product launch release opens: 'XYZ Corp, a leading provider of innovative solutions, today announced a strategic new offering.' The actual news is in paragraph three. Walk me through fixing the lede.A draft layoff announcement is full of phrases like 'rightsizing' and 'streamlining our talent footprint.' Walk me through your review, knowing the internal memo will leak externally.A story about your company is developing and inquiries are starting to come in. Walk me through drafting the tiered reactive statements — and how you'd decide which tier each inquiry gets.