ClaudeAssociates in a Mumbai or Delhi firm often spend a full afternoon marking up a vendor agreement that looks much like the last ten. Claude can do the first pass against the firm's own positions, so the associate spends the time on judgement. The partner still decides what the client accepts. This guide assumes a commercial contract such as a services agreement, a supply agreement or a software licence.
What you need
- The draft contract in Word or PDF, and the client's written instructions on what matters most to them.
- Your firm's playbook: a short document with standard positions on liability caps, indemnities, termination, payment terms, governing law and dispute resolution.
- Two or three clauses the firm has used before and the client has accepted.
- A Claude account that the firm has approved for client matters, on a plan that supports Projects and file uploads.
Step 1: Build a Project with the playbook
In Claude, create a Project named after the practice area, for example "Commercial contracts, vendor side". Claude's help article on Projects explains that a project holds knowledge files and instructions that apply to every chat inside it. Upload the playbook and the approved clauses once. The firm then gets consistent output across matters without pasting the playbook each time.
You assist an Indian law firm reviewing commercial contracts. Use the uploaded playbook as the firm's standard positions. Where a clause differs from the playbook, say so and quote the clause number. Do not state a rule of Indian law as settled unless it is in the uploaded files. Mark any legal point you add with [LAWYER TO VERIFY]. Use plain English that the client can follow.
Step 2: Get a clause map first
Upload the contract and ask for a map before any judgement is made.
Read the attached contract. List every clause by number and heading, with a one-line summary of what it does. Then list any of these that are missing entirely: limitation of liability, indemnity, termination for convenience, termination for breach with a cure period, confidentiality, data protection, governing law, seat of arbitration and stamp duty. Do not assess them yet.
The map shows what the draft actually contains. It also catches missing clauses, which are easy to overlook when you are reading for problems.
Step 3: Compare the contract with the playbook
Compare the clauses in this contract with the playbook. For each playbook position, give the clause number in the contract, whether it meets, partly meets or misses the position, the exact words that create the gap, and the risk to our client rated high, medium or low with one sentence of reason. Keep the output as a numbered list with one item per playbook position.
Read every high-risk item against the original clause yourself. The model is good at finding the right clause. It is weaker at judging how much a gap matters to this particular client.
Step 4: Draft fallback wording
For each high-risk gap, ask for fallback wording in order of preference.
For the high-risk items from the comparison, draft fallback wording at three levels for each one: the opening position from the playbook, a middle position a reasonable counterparty might accept, and a last-resort position the partner may approve. Write each level as a clause that could go straight into the contract. Keep each change minimal and do not rewrite clauses that are not on the list.
Keep this step narrow. A full rewrite goes beyond what the client asked for and gives the other side more to negotiate.
Step 5: Write the client summary
Write an email from the partner to the client, under 350 words, summarising the five most important points in this contract. Give each point its clause number, its risk and our recommended response. End with the three decisions we need from the client. Use plain English, no bullet points inside the email, and do not promise an outcome.
Read the email before it goes out. The names, the clause numbers and the decisions must all be correct.
Tips
- Keep one Project per practice area and per side. A vendor-side review and a customer-side review need different positions.
- Ask the model to list only the clauses that work against our client. A short list of real risks is easier for a partner to act on than a long list of minor points.
- Ask the model to quote the clause text rather than paraphrase it. Quotes are quick to check against the source.
- Update the playbook after each matter where the client changed a position. The playbook is the firm's knowledge, so it should get better with use.
- Stamp duty rules differ by state. Paste the stamp duty row from the firm's own list into the Project, and do not rely on memory.
- Record which AI draft went into which client file, so the reasoning can be traced later.
Keep it safe
Remove the client's bank details, employee names and any confidential schedules before upload, unless the firm's approved account covers them. Confidentiality and privilege still apply to client material. Check the data and training settings of the Claude plan the firm uses, and do not paste contracts into a personal account. The lawyer who signs the advice remains responsible for it.
Sources
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