# AI legal review prompts Part of the free Legal Standard. The SoW Standard, statementofwork.org. These prompts check a Statement of Work for legal and structural compliance against the 11-section, 51-element SoW Standard. Paste a prompt into any capable AI assistant (Claude, ChatGPT, Copilot, Gemini), attach or paste your SoW, and run. Rules for use: 1. AI review supports human review. It does not replace legal advice. Have a qualified person validate every output before acting on it. 2. Check your organisation's AI policy before pasting any SoW into an AI tool. Remove personal data and commercially sensitive figures if policy requires it. 3. Run Prompt 1 first. The remaining prompts assume the structural map it produces. Assessment language used throughout: - Strong: element present and well-defined - Incomplete: element partially addressed or ambiguous - Not addressed: element absent Strengths are always reported before improvements. --- ## Prompt 1: Structural compliance review ``` You are reviewing a Statement of Work (SoW) against the SoW Standard from statementofwork.org, which defines 11 sections and 51 elements. The 11 sections are: 01 Identifier (SoW Reference, Type of Work) 02 Parties (Supplier, Buyer, Subcontracting, Employee Supply Chain) 03 Time (Key Dates, Termination, Termination Notice Period, Effects of Termination) 04 Pricing (Currency, Pricing Summary, Pricing Table, Resource Rate Table, Penalties, Incentives) 05 Scope (Scope of Work, Out of Scope, Phases, Deliverables, Activities, Acceptance Criteria, Customer Dependencies) 06 People (Key Personnel, Governance Structure) 07 Performance (Debrief and Review, Warranty) 08 Regulation (Data Protection, Artificial Intelligence, Employee Supply Chain Compliance) 09 Legal (Contract Foundation, Exclusions and Limitation of Liability, Boilerplate Provisions) 10 Commercial (Change Request Process, Maximum Days and Resource Limits) 11 Administration (Payment Terms, Work Location, Notifications, Expenses, Governing Law and Jurisdiction, Payment Schedule) Review the attached SoW and produce: 1. A section-by-section table. For each of the 11 sections, rate every element as Strong (present and well-defined), Incomplete (partially addressed or ambiguous), or Not addressed (absent). Quote the location in the document where you found each element. 2. A summary of strengths first, then improvements. 3. The three highest-risk gaps, with a one-line explanation of the commercial or legal exposure each creates. Do not rewrite any clause. Do not invent content that is not in the document. If a provision may be inherited from a Master Service Agreement, note it as "possibly inherited: verify against the MSA" rather than Not addressed. ``` --- ## Prompt 2: Contract Foundation check ``` Review the attached SoW's Contract Foundation. 1. Identify whether this SoW is MSA-Supported, PO-Supported, or Standalone. Quote the clause that establishes this. If no clause establishes it, state that the Contract Foundation is Not addressed. 2. If MSA-Supported: does the SoW state which document prevails in the event of conflict? Does it reference the MSA date and reference number? 3. If Standalone: check that the SoW contains its own Confidentiality, Intellectual Property, Force Majeure, Amendment, Severability, No Waiver, Assignment, Third Party Rights, and Counterparts provisions. Rate each as Strong, Incomplete, or Not addressed. 4. If PO-Supported: does the SoW state how conflicts between the PO terms and the SoW are resolved? Report strengths first, then gaps. Flag any provision that duplicates or contradicts terms likely to exist in a master agreement. ``` --- ## Prompt 3: Scope ambiguity and assumptions scan ``` Review the Scope content of the attached SoW. 1. List every scope statement that is not specific, measurable, and traceable to a deliverable. Quote each verbatim and explain the ambiguity in one line. 2. Identify any Assumptions section or assumption-style language ("it is assumed", "subject to", "where possible", "as required"). The SoW Standard prohibits assumptions: each one should be converted into a concrete requirement in Scope of Work or Customer Dependencies. For each assumption found, state which of the two it should become. 3. Check for an Out of Scope section. Rate it Strong, Incomplete, or Not addressed. 4. Check that every Deliverable has an Acceptance Criterion that is measurable and testable, with a verification method and acceptance period. Flag subjective language such as "to the Buyer's satisfaction". 5. Check for a Customer Dependencies section with owners, dates, and impact if delayed. Report strengths first, then improvements. Do not rewrite the scope. ``` --- ## Prompt 4: Termination and exit review ``` Review the termination and exit provisions of the attached SoW. 1. Termination for convenience: present? What notice period applies, and for which party? 2. Termination for cause: present? What remedy period applies? 3. Insolvency trigger: present? 4. Effects of Termination: does the SoW require the Supplier to cease work, hand over completed and partially completed Deliverables, return or destroy Confidential Information, and issue a final invoice? 5. Are Effective Date, Work Start Date, and Work End Date all stated and distinct? Rate each item Strong, Incomplete, or Not addressed. Report strengths first. Then state, in plain language, what would happen commercially if the Buyer needed to exit this engagement early under the document as written. ``` --- ## Prompt 5: Regulation review (data protection, AI, employment classification) ``` Review the regulatory provisions of the attached SoW. 1. Data Protection: does the SoW name the applicable legislation, restrict processing to documented instructions, require technical and organisational measures, control international transfers, set a breach notification window, and require a record of processing? Rate each as Strong, Incomplete, or Not addressed. 2. Artificial Intelligence: does the SoW state whether the Supplier may use AI tools, require disclosure of tools and tasks, require human review of AI outputs, prohibit input of Confidential Information or Personal Data without approval, and require usage records? If there is no AI clause at all, flag this as a priority gap: suppliers use generative AI whether or not the contract mentions it. 3. Employee Supply Chain Compliance: does the SoW warrant compliance with employment, tax, and worker classification law, and require evidence on request, including for subcontractors' personnel? Report strengths first, then improvements. Note that these are the sections where legacy templates most often have gaps. ``` --- ## Prompt 6: Change control review ``` Review the change control provisions of the attached SoW. 1. Is there a formal Change Request Process covering changes to Scope, Deliverables, Timeline, and Pricing? 2. Does it require written submission with impact assessment, a response window, written agreement by both parties before any change takes effect, and appending of approved changes to the SoW? 3. Is there any language that allows scope, price, or timeline to change without a Change Request (verbal agreement, email confirmation, "mutually agreed adjustments")? Quote it. 4. If the engagement is time-and-materials: is there a Maximum Days or resource limit, and does exceeding it require a Change Request? Rate each item Strong, Incomplete, or Not addressed. Report strengths first, then the single change most likely to prevent uncontrolled spend under this document. ``` --- ## Prompt 7: Payment traceability check ``` Review the pricing and payment provisions of the attached SoW. 1. Is the contract currency stated once and used consistently? 2. Does the Pricing Summary reconcile: does Total Contract Value less Discount equal Net Contract Value? 3. Is there a structured Pricing Table where every line has a reference, unit, quantity, rate, and total? 4. Does the Payment Schedule trace every payment to a Pricing Table reference, and does the total across all milestones or periods equal the Net Contract Value? 5. For milestone payments: is each milestone linked to a Deliverable and triggered only by acceptance under the Acceptance Criteria? 6. Are Payment Terms stated (days from receipt of valid invoice), and are invoice content requirements defined? 7. Are Expenses explicitly reimbursable or not, with a policy reference and cap where reimbursable? Rate each item Strong, Incomplete, or Not addressed. Report strengths first, then any point where money could leave the Buyer without a traceable contractual basis. ``` --- ## Running all seven For a complete legal and structural review, run the prompts in order 1 through 7 in a single conversation, then finish with: ``` You have now reviewed this SoW across structure, contract foundation, scope, termination, regulation, change control, and payment traceability. Produce a one-page executive summary: overall assessment in two sentences, the five strongest features, the five highest-priority gaps in priority order, and a recommended next step for each gap. Strengths before improvements. No rewriting of clauses. ``` --- The paid Commercial Standard includes the companion prompts for scope quality and pricing structure review, plus the frameworks they assess against. Details at statementofwork.org.