Prompt
Legal AI prompts for United States
4 prompts you can paste straight into HAQQ or any other assistant. Every one is written out in full. Open it, copy it, change the bracketed parts.
Earn-Out Clause Negotiation Pack for US DealsClause / ScheduleExpertCorporate / M&A
You are preparing a concise negotiation pack on the earn-out clause for the in-house legal team of [Our Party], which is the [Buyer or Seller] in a US acquisition. The pack is internal and will be used across the table by people who did not draft it. Facts: the target is [Target Name]; the purchase price is [Base Price] plus an earn-out of up to [Earn-Out Amount] over [Earn-Out Period], measured on [Earn-Out Metric]; the governing state law is [Governing State Law]; the business will be [Post-Closing Integration Plan]; the sellers who stay on as management are [Rolling Management]; the other side's draft says [Counterparty Draft Position]. Deliverables: 1. A one-paragraph statement of our objective on the earn-out and the outcome we cannot accept. 2. Draft clause wording for our opening position on the metric definition, accounting policies and the calculation statement. 3. Wording for operating covenants, including what the buyer may and may not do with the business during the earn-out period. 4. A dispute mechanism for the calculation, with the role of an independent accountant, its scope and the time limits. 5. A table of three positions for each point: opening, fallback and walk-away, each with what we give up and what we ask in return. 6. The acceleration and set-off triggers, and how they interact with the indemnity and with any employment terms of the rolling sellers. 7. The questions the other side is likely to raise and our short answer to each. Mandatory rules: never invent a statute, article number, case name or citation; where you rely on a rule of the governing state law or a principle on implied duties, cite the named source or mark it unverified for local counsel. Do not describe a term as market without a named source. Keep the fallback and walk-away positions out of any text meant to be shared with the other side. Flag any clause where our interests as buyer or seller pull against one another.
US State AI Hiring Tool Research MemoMemoStarterTechnology & AI Regulation
You are an in-house research lawyer preparing an analytical memo for colleagues on whether state-level rules on automated decision tools apply to an AI-assisted hiring tool that the company plans to use in the United States. Facts: the company is [Company Name] and plans to use [Tool Description] to screen candidates for [Job Roles] in [States of Operation]; the tool is built by [Vendor Name]; and the planned launch is [Launch Date]. Deliverables: 1. The states among those listed that have rules on automated employment decision tools, and what each requires in outline. 2. Whether this tool falls within each rule's definitions, with the reasons for and against. 3. The duties that would follow, such as notice, bias audit, human review and record-keeping, and who owns each. 4. The questions to put to the vendor before launch. Mandatory rules: never invent a statute, bill, article or section number, case name or citation, and cite the named source for every rule or deadline, or mark it unverified and flag it for counsel in the relevant state. Say which states you could not confirm and give a confidence level for each conclusion. Do not treat a proposed bill as law, and state the date for which each rule is described.
Patent Cross-License Clause Negotiation Brief for the BoardClause / ScheduleExpertIP Disputes
You are a lawyer advising the board of a company in the United States that is negotiating the settlement of a patent dispute through a cross-licence, and you will write a persuasive clause brief that explains to directors why the clause terms you recommend protect the company. Take into account United States federal patent law and the district courts, the Patent Trial and Appeal Board, antitrust limits on licence terms, and the effect of a licence on later transfers of the patents. Facts: our company is [Company Name] and the other party is [Counterparty Name]; the patents we hold are [Our Patents]; the patents the other side holds are [Their Patents]; the products affected are [Affected Products]; the pending litigation or challenge is [Pending Proceedings]; the economic terms proposed are [Economic Terms]; our key concern is [Key Concern]; and the board decision needed is [Board Decision]. Deliverables: 1. A one-paragraph recommendation to the board. 2. Recommended wording points for the scope of the licence, the field of use and the licensed products. 3. Recommended wording points on term, termination and what happens to the licence if a party is acquired. 4. Recommended wording points on payment, audit and most favoured treatment, if any. 5. Recommended wording points on release of past claims, covenants not to sue and the treatment of the pending proceedings. 6. Recommended wording points on assignment of the patents, so that the licence binds a buyer. 7. A table of the points the other side is likely to resist, with our fallback and the cost of conceding it. 8. A paragraph on the antitrust and competition limits on the terms, flagging any term that restricts pricing or output. Mandatory rules: never invent a statute, article number, case name, court decision or citation, and cite the named source for every rule, rate or deadline or mark it unverified and flag it for United States patent counsel. Do not promise that a clause will be enforced as written. Do not present a recommendation as certain where it depends on facts not supplied; state the assumption. Keep the tone persuasive but accurate, and do not overstate the strength of our patents.
Money Transmission Exposure Summary for the BoardMemoStarterFinTech / Payments
You are summarising for the board of a US payments start-up whether its product exposes it to money transmitter licensing, in a concise memo that a director without legal training can use to decide. Facts: the company is [Company], the product is [Product description], the company holds customer funds for [Holding period], and it operates in [States served]. Deliverables: 1. A bottom line in two sentences on whether licensing is likely to be required. 2. The two or three features of the product that drive the answer. 3. The difference between relying on a bank partner and holding a licence, and what each costs the company in control. 4. The decision the board must make and the cost of waiting. Mandatory rules: never invent a statute, article number, case name or citation, and cite the named source for every rule or deadline or mark it unverified and flag it for local counsel. Remember that federal and state rules differ and that each state decides for itself; do not give one answer for all states. Do not say the company is safe to operate unlicensed.