Drafting & review questions.

81 drafting & review questions from the bank, ready to practice out loud.

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STAR and CARL: structuring your story Translating for non-experts: plain-language summaries Negotiating clauses: fallback ladders and trade-offs Tightening vague standards: from 'reasonable' to measurable Contract anatomy: where the risk lives and how to move it

All 81 questions

Redlining reasonable best effortsWalk me through how you'd redline a 'reasonable best efforts' clause to make it more precise without scaring the counterparty.Precision of languageMid–senior

Redrafting one-sided indemnificationWalk me through how you'd redraft an indemnification clause that the other side says is one-sided.Risk allocationMid–senior

Spotting contract risk trapsA 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.Ambiguity huntingMid–senior

Structuring fallback positionsWalk me through how you'd structure your fallback positions for a key clause you can't lose entirely.Fallback positionsSenior–leadership

Explaining termination provisionsWalk me through how you'd summarize a complex termination provision for a non-lawyer client.Plain English summaryMid–senior

Handling undefined material languageA contract uses the word 'material' twelve times without definition. Walk me through how you'd respond.Precision of languageMid–senior

Negotiating liability capsWalk me through how you'd negotiate liability caps when the underlying transaction is large but the fee is small.Risk allocationSenior–leadership

Reviewing confidentiality clausesWalk me through reviewing a confidentiality clause for ambiguities you'd want to fix.Ambiguity huntingMid–senior

Handling pressure to sign unreviewedWalk me through how you'd handle a client's instruction to 'just sign whatever they send' on a high-value contract.Fallback positionsSenior–leadership

Summarizing credit agreementsWalk me through summarizing the terms of a credit agreement for a CEO who is not a lawyer.Plain English summarySenior–leadership

Tightening commercially reasonableWalk me through how you'd tighten a clause that says 'commercially reasonable'.Precision of languageMid–senior

Allocating IP in developmentWalk me through how you'd allocate IP ownership in a development agreement when both sides contribute.Risk allocationSenior–leadership

Reviewing non-competes for riskWalk me through a review of a non-compete to identify enforceability risks.Ambiguity huntingMid–senior

Negotiating uncertain representationsWalk me through how you'd negotiate a representation when the client genuinely doesn't know if it's true.Fallback positionsSenior–leadership

Summarizing M&A purchase termsWalk me through how you'd convey the key economic terms of an M&A purchase agreement in a one-page summary for the CEO.Plain English summarySenior–leadership

Drafting force-majeure clausesWalk me through how you'd word a force-majeure clause in 2026 to be useful next time.Precision of languageMid–senior

Handling uncapped liability demandsWalk me through how you'd handle a liability cap when the counterparty insists on uncapped.Risk allocationSenior–leadership

Reviewing change-of-control provisionsWalk me through reviewing the change-of-control provision in a third-party contract for hidden traps.Ambiguity huntingSenior–leadership

Handling marketing clausesWalk me through how you'd handle a marketing-type clause your client doesn't want to negotiate.Fallback positionsMid–senior

Summarizing SaaS agreement risksWalk me through summarizing a SaaS subscription agreement's key risks for a Procurement officer.Plain English summaryMid–senior

Tightening data ownership repsWalk me through how you'd tighten a representation about ownership of data.Precision of languageMid–senior

Structuring representation survivalWalk me through how you'd structure the survival period for representations in an M&A deal.Risk allocationSenior–leadership

Reviewing SLAs for ambiguitiesWalk me through reviewing a service-level agreement for ambiguities the customer might exploit.Ambiguity huntingMid–senior

Negotiating most favored nation clausesWalk me through negotiating a 'most favored nation' clause when the counterparty insists.Fallback positionsSenior–leadership

Disclosing hidden contract risks to CFOWalk me through how you'd communicate to a CFO that a recently signed contract has a hidden risk you've just discovered.Plain English summarySenior–leadership

Redrafting IP indemnity scopeWalk me through how you'd rewrite an indemnity for IP infringement so it doesn't accidentally cover claims unrelated to the product.Precision of languageSenior–leadership

Regulatory compliance in foreign contractsWalk me through how you'd handle a regulatory-compliance representation in a contract with a foreign counterparty.Risk allocationSenior–leadership

Reviewing license grant scopeWalk me through reviewing a license grant to figure out what the licensee can and can't actually do.Ambiguity huntingMid–senior

Negotiating clauses the other side wantsWalk me through how you'd structure negotiation positions on a clause your client genuinely doesn't care about, but the other side does.Fallback positionsSenior–leadership

Explaining earn-out structures to foundersWalk me through how you'd explain a complex earn-out structure to a founder over the phone.Plain English summarySenior–leadership

Making prompt payment enforceableWalk me through how you'd redline a clause that says 'prompt payment' to make the timing enforceable.Precision of languageEntry–mid

Unequal liability caps with same dollar amountWalk 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.Risk allocationEntry–mid

Clarifying industry-standard security measuresA contract says the vendor will provide 'industry-standard security measures.' Walk me through what questions you'd ask to clarify this.Ambiguity huntingEntry–mid

Preparing alternate warranty disclaimersWalk me through how you'd prepare two alternate versions of a warranty disclaimer if the first version gets rejected.Fallback positionsEntry–mid

Net 30 versus 30 days from invoiceWalk me through how you'd explain the difference between 'net 30' and '30 days from invoice date' to a finance team member.Plain English summaryEntry–mid

Tightening vague notice provisionsWalk me through how you'd tighten a notice provision that just says 'written notice to the address on file.'Precision of languageEntry–mid

Reviewing insurance requirements for protectionWalk me through reviewing an insurance-requirement clause to spot whether it actually protects your client from loss.Risk allocationEntry–mid

Handling undefined business day across clausesA contract uses 'business day' in three different clauses but never defines it. Walk me through how you'd handle that.Ambiguity huntingEntry–mid

Negotiating limited audit rightsWalk 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.Fallback positionsEntry–mid

Explaining payment waterfall to accountantsWalk me through how you'd summarize a payment-waterfall provision in a loan document for a junior accountant.Plain English summaryEntry–mid

Making good faith cooperation enforceableWalk me through how you'd redraft 'the parties will cooperate in good faith' to create an actual enforceable obligation.Precision of languageEntry–mid

Checking NDA confidentiality balanceWalk me through reviewing a mutual NDA to check whether the confidentiality obligations are actually balanced between the parties.Risk allocationEntry–mid

Adding catch-all to force majeureWalk me through how you'd redraft a force majeure clause that lists specific events but has no catch-all provision.Precision of languageMid–senior

Negotiating buried warranty liability shiftsA 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.Risk allocationEntry–senior

Tightening data security standardsWalk me through how you'd tighten a data security clause that only requires 'industry-standard' protections.Precision of languageMid–staff+

Exiting perpetual irrevocable licensesA licensing agreement gives the other side 'perpetual, irrevocable' rights but your client wants an exit. Walk me through your redraft strategy.Fallback positionsSenior–leadership

Explaining multi-tiered dispute resolutionWalk me through how you'd explain a multi-tiered dispute resolution clause—mediation, then arbitration, then litigation—to a startup founder in plain English.Plain English summaryEntry–mid

Cleaning up overlapping carve-outsYou'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.Ambiguity huntingMid–staff+

Allocating risk for vendor data loss liabilityWalk 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.Risk allocationSenior–leadership

Clarifying vague payment timing languageA contract says payment is due 'promptly' upon invoice. Walk me through how you'd redraft to avoid disputes.Precision of languageEntry–mid

Identifying hidden control rights in JVsWalk me through how you'd review a joint venture agreement for hidden control rights that might override the stated governance structure.Ambiguity huntingSenior–leadership

Explaining waterfall distributions to new LPsWalk 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.Plain English summaryMid–senior

Redlining broad adverse event liabilityA clinical trial agreement makes your pharma client liable for 'any and all' adverse events. Walk me through your redline strategy.Risk allocationMid–staff+

Drafting fallback non-compete positionsWalk 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.Fallback positionsSenior–leadership

Resolving conflicting SLA definitionsYou're reviewing a cloud services agreement and the SLA defines 'uptime' differently in three different sections. Walk me through how you'd address this.Ambiguity huntingMid–senior

Tightening undefined change-of-control triggersWalk me through how you'd tighten a change-of-control provision that triggers on 'effective control' without defining it.Precision of languageSenior–staff+

Proposing fairer damage caps for variable feesA 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.Risk allocationMid–senior

Explaining earn-out provisions to sellersWalk me through how you'd explain a complex earn-out provision in an acquisition agreement to a seller who built the business from scratch.Plain English summaryMid–staff+

Reviewing API license usage ambiguitiesWalk me through reviewing an API license agreement for ambiguities around usage limits, rate throttling, and overage charges.Ambiguity huntingMid–senior

Specifying insurance requirements preciselyA services agreement requires your client to maintain 'adequate' insurance but doesn't specify types or amounts. Walk me through how you'd redraft.Precision of languageEntry–mid

Negotiating fallback audit rights positionsWalk me through your fallback positions for negotiating audit rights when the vendor refuses any access to their systems or records.Fallback positionsMid–staff+

Allocating IP in unequal co-developmentWalk me through how you'd allocate IP rights in a co-development agreement when contributions are unequal and one party has more leverage.Risk allocationSenior–leadership

Standardizing effort standard definitionsA contract uses 'best efforts,' 'reasonable efforts,' and 'commercially reasonable efforts' interchangeably. Walk me through how you'd fix this.Ambiguity huntingMid–senior

Explaining assignment and sublicensing rightsWalk 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.Plain English summaryEntry–mid

Termination clause for service providersWalk me through how you'd redraft a termination-for-convenience clause when your client is the service provider and needs revenue predictability.Risk allocationMid–staff+

Making subjective defect standards objectiveA manufacturing agreement defines 'defect' using subjective quality standards. Walk me through how you'd make it objective and measurable.Precision of languageMid–senior

Negotiating fallback exclusivity positionsWalk me through developing fallback positions for an exclusivity clause when the other side wants global exclusivity but you need to preserve key markets.Fallback positionsSenior–leadership

Explaining usage-based revenue recognitionThe 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.Plain English summaryMid–senior

Writing effective management letter commentsYou'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?Precision of languageMid–senior

Tightening vague engagement letter scopeYou'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?Ambiguity huntingMid–senior

Reviewing net working capital mechanicsYou'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?Risk allocationSenior–staff+

Finding vague language in cleaning SOPsYou'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.Ambiguity huntingMid–senior

Redlining weak deviation root causesA 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.Precision of languageMid–senior

Rewriting a batch-record step for complianceAn 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.Plain English summaryEntry–mid

Reviewing responsibility in quality agreementsYou'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.Risk allocationSenior–leadership

Critiquing a weak apology statementA 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.Precision of languageMid–senior

Balancing legal safety with human languageLegal 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.Risk allocationSenior–leadership

Final review of a press releaseA 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?Ambiguity huntingMid–senior

Fixing a buried news ledeA 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.Plain English summaryEntry–mid

Reviewing layoff language for leaksA 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.Precision of languageMid–senior

Drafting tiered reactive statementsA 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.Fallback positionsSenior–leadership