The Modify feature is a powerful feature that allows users to make redline changes using custom prompts. We’ve set out below some best practices when using the Modify feature.
Provide details
Make your instructions as specific as possible and include all relevant details.
Example 1
We want Services to be provided not on an “as is” basis.
Prompt 1:
“Warranties cannot be provided on an as is basis”
This prompt is vague and resulted in an output that changed the “as is” phrasing but not the intention behind it.
Prompt 2:
“Do not allow for Company to provide the services on an “as is” basis. Company should not be able to disclaim warranties for the services”
The prompt is now more specific – it details which party cannot provide the Services on an “as is basis” and provides further context that the service provider should not be able to disclaim warranties for the Services.
Example 2
Avoiding a legal position that is quite unrealistic for the Company’s counsel to accept.
Prompt 1:
“make this favorable to the customer”
Prompt 2:
“The current clause is very favorable to the Company as it limits the liability of the Company to 12 month’s fees. Amend the clause so that it strikes a fair balance between the Company and Customer.”
This prompt describes why the original drafting is not favorable to the Customer, and specifically points out that the amended clause needs to be fair to both parties.
Provide examples
Improve the output by giving the prompt an example of what you’re after such as existing contract wording.
Make sure to point out in your prompt that that example needs to be amended to suit the definitions, tone, phrase and style of the original clause.
Prompt 1:
“Add the ability for credits to be applied against future invoices”
Prompt 2:
“Amend the clause so that it provides for the ability for credits to be applied against future invoices. Use this precedent wording but amend it to suit the definitions, tone, phrase, and style of the original clause. “Service credits will be applied against a future invoice for Subscription Fees due from the Client for the Relevant Service. No refunds or cash value will be given for any unused Service Credits. Service Credits are non-transferable and may not be applied to any other amounts payable to Service Provider by the Client.”
Specify the party where it would clarify your instructions
Prompt 1:
“Expand indemnity to claims relating to breach of laws”
Prompt 2:
“Expand the indemnity provision to claims relating to breach of applicable laws by the Company”
A subtle specification in the prompt specifying that the breach of applicable laws need to be by the Company can result in a more accurate output.
Break down complex logic into simple logical statements.
Prompt 1:
“Add exclusions to the limitation of liability”
Prompt 2:
“Amend the provision so that it includes exclusions to the limitations of liability listed in the original provision. The exclusions should include the following: personal injury or death, a party’s fraud, wilful misconduct, breach of confidentiality obligations, and infringement of the other party’s intellectual property rights”