Worked case: rewrite a clause

This lesson is educational and is not legal advice. The example is fictional and simplified. Actual drafting requires review of the complete agreement, applicable law, facts, and authorized negotiating position.

A procurement lead asks: “Make this confidentiality clause shorter and more balanced.”

The draft says:

Recipient shall maintain all information disclosed by Discloser in strict
confidence forever, shall use such information solely for the relationship,
and shall not disclose it to any third party without Discloser's prior written
consent. Recipient is responsible for any disclosure by its representatives.

The request is underspecified. “Shorter” is observable; “balanced” is not. The clause contains undefined or uncertain ideas: all information, forever, relationship, third party, representatives, and responsibility. It also lacks common structural elements such as exclusions, permitted disclosures, a compelled-disclosure process, protection standard, duration rules, and return or destruction terms. That does not prove those elements should be inserted here; they may appear elsewhere.

Before prompting, the reviewer checks the complete agreement. It defines Confidential Information, Disclosing Party, Receiving Party, and Representatives. A separate section covers return and destruction. The governing playbook permits disclosure to Representatives who need to know and are bound by confidentiality duties, requires reasonable care no less protective than care used for the recipient’s own similar information, and sets a three-year term after disclosure. Trade secrets remain protected while they qualify under applicable law. A separate approved clause covers legally compelled disclosure.

The reviewer also confirms the business need: both parties will exchange information, so the clause should be mutual. Counsel authorizes a drafting proposal using those playbook positions but reserves final approval.

Now “balanced” becomes a bounded instruction: convert the one-way clause to mutual obligations using approved defined terms and playbook rules. No new commercial position may be invented.

The rewrite must preserve:

• use only for the stated relationship purpose;
• protection against unauthorized disclosure;
• accountability for Representatives;
• defined-term capitalization and cross-references;
• separate return, destruction, and compelled-disclosure sections.

Authorized changes are:

• make duties mutual;
• replace absolute secrecy with the approved care standard;
• permit need-to-know Representative access under confidentiality duties;
• apply the approved three-year duration and trade-secret rule;
• improve readability without deleting conditions.

Open questions remain: whether responsibility for Representatives should be absolute or tied to breach, whether affiliates are included in Representatives, and whether a specific purpose is defined. These are routed to counsel instead of guessed.

Draft one alternative to the supplied confidentiality paragraph using only
the approved positions below. Preserve all defined terms exactly. Make the
obligation mutual. Do not add exclusions, remedies, return requirements,
compelled-disclosure terms, warranties, or governing-law conclusions because
those are handled elsewhere. Mark unresolved points [OPEN].

After the draft, return:
1. a sentence-level change log;
2. a mapping from each phrase to an approved playbook position;
3. any changed actor, trigger, duration, standard, exception, or remedy;
4. cross-references that counsel must inspect.

The source clause, relevant definitions, linked sections, and approved playbook excerpt follow the instruction. Contract text is delimited as source data so it cannot alter the workflow.

The model proposes:

Each party, as a Receiving Party, shall use the other party's Confidential
Information solely for the Purpose and shall protect it using at least
reasonable care and no less than the care it uses for its own similar
confidential information. A Receiving Party may disclose Confidential
Information only to its Representatives who need to know it for the Purpose
and are bound by confidentiality obligations at least as protective as this
Agreement. [OPEN: confirm responsibility standard for Representatives.]
These obligations continue for three years after disclosure, except that
trade secrets remain protected for so long as they qualify as trade secrets
under applicable law.

This is a candidate, not an approved clause. The reviewer compares it sentence by sentence.

The first sentence makes duties mutual and adds the playbook care standard. Counsel checks whether “at least reasonable care and no less than” creates the intended dual standard. The second sentence permits Representative disclosure but may narrow the source’s absolute responsibility. The model correctly leaves that point open. The final sentence implements duration but requires confirmation that “after disclosure” matches the playbook rather than termination of the agreement.

The reviewer also verifies that Purpose is actually defined. If it is not, capitalization could create an undefined term. The phrase “applicable law” in the trade-secret exception may need jurisdiction-specific review. Shorter prose did not remove the need to inspect dependencies.

Counsel resolves the Representative standard using the approved fallback, confirms the duration trigger, and checks definitions and linked sections. The business owner confirms that the need-to-know process is operationally possible. The final redline shows every change against the counterparty draft.

The review record stores the source version, prompt inputs, playbook version, proposed language, change log, open questions, counsel edits, business confirmation, and final decision. It does not store the clause in an unapproved prompt library.

The key lesson is that AI did not decide what “balanced” means. People translated an ambiguous goal into authorized positions, and the model helped express and compare them.