Prompt
Corporate / Commercial AI prompts for lawyers
49 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.
Draft Me an NDA — Ask Me the Questions FirstAgreementStarterDraft / Generate
Draft me an NDA. Before you write a word, ask me the questions that change the document, and wait for my answers. At a minimum ask: who is disclosing and is it one-way or mutual; the governing law and the courts; the purpose the information may be used for; how long confidentiality lasts after the term ends; whether trade secrets get a longer or indefinite tail; the permitted recipients; whether residual knowledge is carved out; return or destruction of materials; and whether injunctive relief is available in that jurisdiction without proving loss. Ask them as a numbered list in one message. Then draft. After the draft, give me three things: the two clauses most likely to be negotiated and my fallback on each; any clause that would not be enforceable in the jurisdiction I named; and a one-line note on whether a mutual NDA actually serves me here or whether I am giving away protection I did not need to. Do not produce a generic template with no questions asked — that is the version I can already get anywhere.
Red-Flag Review and Score From One Side's PositionReportAdvancedReview / Redline
Analyse the attached document. I act for [party], and the governing law is [jurisdiction]. Return, in this order: 1. A table of red flags. Columns: clause reference, the risk in one line, severity (high / medium / low), and the specific words that create it. Sort by severity. 2. What is missing that should be there. Judge the document against what a competent lawyer would expect for this type of agreement in this jurisdiction, not against a generic checklist. 3. Strengths — the clauses that already work in my client's favour, so I do not trade them away. 4. A score out of 10 from my client's perspective, with the reason for the score in two lines. Then say what the score would be from the counterparty's perspective, because a document that scores 9 for both sides is usually a document nobody has read properly. 5. The three fixes that move the score most, each written as replacement wording I can paste in. Mandatory rules: quote the actual clause text you are relying on — never paraphrase a clause and then critique your own paraphrase. If a risk depends on a fact outside the document, say which fact. If the document is incomplete or a page is unreadable, say so before analysing.
Enforceability of a Liability Cap Under UAE LawMemoExpertResearch / Authorities
The attached contract caps liability at [amount / a multiple of fees] and excludes [consequential loss / loss of profit / gross negligence]. Governing law is UAE law, forum [onshore courts / DIFC / ADGM / arbitration]. Advise: 1. Is the cap enforceable as drafted before the stated forum, and on what statutory basis. 2. Which carve-outs are mandatory and cannot be excluded whatever the parties agreed — address fraud, gross negligence, wilful misconduct, death and personal injury, and any decennial or statutory liability that applies. 3. How an onshore court's treatment differs from DIFC or ADGM on the same wording. 4. Whether the cap survives if the contract is terminated or found void. 5. Redraft the clause so it holds up, and mark each change with the reason. Mandatory rules: cite the Civil Transactions Law or Commercial Transactions Law article for every proposition. Where onshore and the financial free zones diverge, set them out side by side rather than blending them. Do not cite a judgment you cannot name.
Standard NDAAgreementStandardDraft / Generate
Draft a mutual non-disclosure agreement between [Party A] and [Party B] for the purpose of evaluating a potential [describe transaction or project]. Include standard confidentiality obligations, permitted disclosures, term of [X] years, and governing law of [jurisdiction].
Amend a Template to Favour One PartyAgreementAdvancedReview / Redline
Make the necessary amendments so the attached template works in favour of [the disclosing party / the buyer / the landlord / the party I name]. Governing law is [jurisdiction]. Return: 1. A redline in table form: clause, current wording, proposed wording, and the reason in one line. Do not rewrite the whole document — change only what needs to change, and say so where a clause is already fine. 2. New clauses to insert, with the position in the document where each belongs. 3. Clauses to delete, with what my client gives up by deleting them, because a one-sided document that the counterparty refuses to sign is not a win. 4. A short negotiation note: which of these amendments the other side will accept without argument, which they will resist, and a fallback for each of the contested ones. 5. Anything I am asking for that would be unenforceable in this jurisdiction however it is drafted — tell me now rather than after signature. Mandatory rules: quote the current wording exactly as it appears. Keep the document's existing defined terms and numbering rather than introducing your own.
Full Contract Risk ReviewReportAdvancedReview / Redline
Review the following contract: [PASTE CONTRACT TEXT OR ATTACH FILE]. Identify legal risks, unclear clauses, missing protections, and terms that may expose [COMPANY NAME] to financial or legal liability. Provide a structured report with these sections: - High risk clauses - Unclear or ambiguous language - Missing protections for [COMPANY NAME] - Clauses that strongly favor the other party - Suggested revisions in plain English End with a short summary of the top risks.
Memorandum of UnderstandingAgreementStandardDraft / Generate
Draft a memorandum of understanding between [Party A] and [Party B] regarding their intention to [describe collaboration or project]. Clearly distinguish binding and non-binding provisions, outline responsibilities, timeline, and path to definitive agreement.
Distribution AgreementAgreementStandardDraft / Generate
Draft a distribution agreement appointing [Distributor] as the [exclusive/non-exclusive] distributor of [products] in [territory]. Include minimum purchase commitments, pricing terms, marketing obligations, intellectual property provisions, term, and termination rights.
Service AgreementAgreementStandardDraft / Generate
Draft a services agreement where [Service Provider] will provide [describe services] to [Client]. Include scope of work, deliverables, payment terms of [amount/schedule], term of [duration], termination provisions, limitation of liability, and governing law of [jurisdiction].
Registered Commercial Agency Termination ExposureMemoExpertStrategy / Scenario
My client is the [principal / agent] under a commercial agency in the UAE. Registration status [registered with the Ministry of Economy / unregistered], term [fixed until date / indefinite], exclusivity [exclusive / non-exclusive], and the principal wants to [terminate / not renew / appoint a second distributor]. Advise: 1. What registration changes legally — the protections it confers and what falls away without it. 2. The grounds on which the relationship can lawfully be ended, and whether a contractual termination right is enough on its own. 3. The compensation exposure: the heads of claim available to the agent, how each is quantified, and what evidence supports or defeats them. 4. The forum: the agency committee, the courts, or arbitration, and whether an arbitration clause is effective against the statutory regime. 5. A sequenced plan for the principal that minimises exposure, with the point of no return marked. Mandatory rules: cite the Commercial Agencies Law article for every proposition, and flag that the law was amended — say what turns on which version applies and how to check. Do not treat an unregistered agency as if it were registered.
Marketing Services Agreement for the Client SideAgreementAdvancedDraft / Generate
Draft a social-media marketing services agreement under UAE law. I act for the client, not the agency. Commercials: scope [describe the services], term [period], fees [amount and payment schedule], channels [list]. The agreement must protect the client on: 1. Ownership of everything produced — creative, footage, ad accounts, pixels, follower lists and any handle created for the campaign — assigned or transferred on payment, not licensed. 2. Approval gates before anything is published, and liability if the agency publishes without approval. 3. Compliance with UAE advertising, media and influencer-disclosure requirements, with the agency bearing the fines it causes. 4. Data protection and confidentiality, including what happens to audience data at the end. 5. Termination for convenience with a short notice period, and an exit that hands back every credential and asset within a fixed number of days. 6. Performance reporting on a defined cadence, and a remedy that is not just 'we will try again'. Put every commercial number in square brackets. After the draft, list the three clauses an agency will push back on hardest and give me a fallback position for each.
Exclusive Agency Protected Against Future CompetitionAgreementAdvancedDraft / Generate
Prepare an exclusive agency agreement for Oman. I act for the agent, and the priority is the clauses that protect my client from future competition. Facts: products [products], territory [territory], term [term], minimum purchase commitment [amount]. The agreement must deal with: 1. A precise definition of exclusivity: does it cover direct sales by the principal, online sales, and spillover sales from a neighbouring territory. 2. The principal's undertaking not to appoint a second agent or sell direct, and the agreed remedy for breach. 3. What registration with the competent authority does to enforceability, and what is lost if the agency is not registered. 4. Renewal, protection against abrupt termination, the notice required, and compensation. 5. The fate of stock, customers and trade marks on expiry. 6. Dispute resolution and forum, flagging how far an arbitration clause holds up against mandatory provisions. Put every commercial figure in square brackets. Then list the clauses that may not be enforceable because they conflict with a mandatory rule, and why — do not let them pass silently.
Recent KSA Legal Developments for an InvestorReportExpertResearch / Authorities
Summarise, in bullet form, the recent developments in the Saudi legal landscape that matter to an investment company [describe its activity and holdings] over the next [number] months. Cover: the companies regime, foreign investment and licensing, capital markets and fund formation, civil transactions and contract law, labour and Saudisation, data protection, tax and zakat, and dispute resolution. For every item give exactly four things: 1. What changed, in one line. 2. The instrument — law, decree, implementing regulation or circular — with its number and date. 3. The date it takes effect, and any transitional period. 4. What this specific investor has to do about it, and by when. If the answer is 'nothing', say so. Then close with a short list of changes that are announced but not yet in force, so I can plan for them. Mandatory rules: do not include an item you cannot tie to a named instrument. Say plainly where your information may be out of date and what should be verified against the official gazette before I rely on it.
Hotel Development Partnership: Land Against Build-and-OperateAgreementExpertDraft / Generate
Draft a hotel development partnership agreement under Iraqi law. Facts: the first party [name] contributes the land and the investment licence; the second party [name] builds at its own cost and operates the hotel. Profit split [percentage], term [term], location [location]. The agreement must deal with: 1. Characterising the relationship precisely — company, partnership, usufruct, or construction contract — and the effect of that characterisation on ownership, tax and registration, with a reasoned choice. 2. Ownership of the land and ownership of the building once constructed, and what happens to the building at the end of the term or on termination. 3. The investment licence: in whose name it stays, and the effect on the contract if it is transferred or withdrawn. 4. The split mechanism: on revenue or on net profit, with an accounting definition that leaves no room for argument, plus an audit right. 5. Distress: what happens if construction stops, overruns its budget, or operation fails — with cure and exit mechanisms. 6. Dispute resolution, registration with the competent authorities, and applicable law. Put every figure in square brackets. Then name three risks specific to this structure in Iraq, and how the contract addresses each.
Translate, Summarise and Give the BackgroundMemoStandardSummarize / Extract
Translate the attached document into [target language] and summarise it, giving me the complete background. Produce four sections: 1. A faithful translation. Keep legal terms of art in the source language in brackets after the translation the first time each appears — a term of art that is translated loosely stops being the same term. 2. A summary in [number] bullet points: what the document is, who the parties are, what it obliges or decides, and the key dates. 3. Background: what kind of document this is in its own legal system, where it sits in a procedure or a transaction, and what usually comes before and after it. 4. What I should notice: anything unusual, any blank or unsigned element, any internal inconsistency, and any figure or date that does not reconcile with the rest of the document. Mandatory rules: do not smooth over an unclear passage — mark it [unclear in the original] and translate it as literally as you can. Do not add a legal conclusion the document does not contain. If handwriting, a stamp or a signature block is illegible, say which part and do not guess at it.
Compare a Rule Across Two JurisdictionsReportExpertResearch / Authorities
Compare the treatment of [the legal question] under the law of [jurisdiction A] and the law of [jurisdiction B]. Return a comparison table with one row per issue and these columns: the issue, the position in A with its article, the position in B with its article, whether the difference is material in practice, and what it means for a party structuring around it. Then: 1. Name the issues where the two systems reach the same result by different routes — those are the ones people get wrong. 2. Name the issues where they genuinely diverge, and which is more favourable to [my client's role]. 3. Say what happens if a contract picks A's law but the dispute is heard in B, or the assets are in B. 4. Flag any point that is mandatory in one system and therefore not displaceable by choosing the other's law. Mandatory rules: give the article for each position. Where you cannot find the rule in one of the two systems, write 'not found for [jurisdiction]' in that cell — do not fill it by analogy with the other. A comparison table with an invented cell is worse than an incomplete one.
Exclusive Distribution: Targets, Territory and TerminationMemoExpertStrategy / Scenario
A supplier granted a distributor exclusive rights in [territory] for [number] years. The contract requires annual sales targets of [amount], permits termination for failure to meet them, and [describe any other relevant term]. Governing law [jurisdiction]. Advise for [the supplier / the distributor]: 1. Whether missing the target on these facts actually entitles the supplier to terminate, or whether it must first give notice and an opportunity to cure — and whether that is a matter of the contract or of the general law. 2. Whether the target itself is enforceable if market conditions made it unachievable, and what doctrine would be invoked — hardship, good faith, abuse of right, force majeure — with its conditions in this jurisdiction. 3. The distributor's claims on termination: compensation for goodwill or clientele, stock buy-back, notice, and investments made in reliance — and which of these exist by statute rather than by contract. 4. The effect of exclusivity on the analysis, and whether the supplier selling direct or online in the territory has already breached. 5. The forum and the enforcement position if the parties are in different countries. 6. My best three arguments and the other side's best three, then a realistic settlement range. Mandatory rules: cite the article for every statutory right. Say clearly which points turn on the contract's exact wording and ask me for that wording rather than assuming it.
Consulting AgreementAgreementStandardDraft / Generate
Draft a consulting agreement engaging [Consultant] to provide [describe consulting services] to [Company]. Address compensation of [rate/structure], expenses, intellectual property ownership, confidentiality, non-compete of [scope/duration], and independent contractor status.
Letter of IntentAgreementStandardDraft / Generate
Draft a non-binding letter of intent for the proposed [acquisition/joint venture/partnership] between [Party A] and [Party B]. Outline key terms including [describe main commercial terms], exclusivity period of [duration], due diligence process, and conditions to signing definitive agreements.
Supply AgreementAgreementStandardDraft / Generate
Draft a supply agreement where [Supplier] will supply [goods/materials] to [Buyer]. Include specifications, pricing mechanism, ordering process, delivery terms, quality standards, warranties, rejection rights, and force majeure provisions under [jurisdiction] law.
Agency AgreementAgreementStandardDraft / Generate
Draft a commercial agency agreement appointing [Agent] to [solicit orders for/sell] [products/services] in [territory] on behalf of [Principal]. Include commission structure, reporting obligations, exclusivity terms, and compliance with local agency laws of [jurisdiction].
Franchise AgreementAgreementStandardDraft / Generate
Draft a franchise agreement granting [Franchisee] the right to operate a [brand name] franchise at [location]. Include franchise fees, royalties, training requirements, operational standards, territory restrictions, term, renewal rights, and termination provisions.
Joint Venture AgreementAgreementStandardDraft / Generate
Draft a joint venture agreement between [Party A] and [Party B] to [describe JV purpose]. Address ownership percentages, capital contributions, management structure, profit/loss allocation, exit mechanisms, deadlock resolution, and non-compete obligations.
Reseller AgreementAgreementStandardDraft / Generate
Draft a reseller agreement authorizing [Reseller] to purchase and resell [products] from [Vendor]. Include pricing discounts, minimum order quantities, marketing requirements, trademark usage rights, warranty pass-through, and territory restrictions.
Master Services AgreementAgreementStandardDraft / Generate
Draft a master services agreement establishing the framework for [Provider] to deliver ongoing [services] to [Client] under individual statements of work. Include change order process, SLA terms, liability caps, insurance requirements, and audit rights.
Vendor Agreement Red Flag ScanReportAdvancedReview / Redline
Analyze this vendor agreement: [PASTE AGREEMENT]. Focus on payment terms, liability limits, termination conditions, intellectual property ownership, and service obligations. Explain: - Clauses that may create financial exposure - Terms that restrict flexibility or exit options - Any unusual or one sided conditions Then rewrite the risky clauses with safer alternatives suitable for [COMPANY NAME].
NDA Strength CheckReportStandardReview / Redline
Evaluate this Non Disclosure Agreement: [PASTE NDA]. Check whether the agreement properly protects confidential information for [COMPANY NAME]. Review the following areas: - Definition of confidential information - Duration of confidentiality obligations - Permitted disclosures - Remedies for breach Identify weaknesses and rewrite the NDA clauses so the protection is stronger and clearer.
Contract Negotiation PreparationPlaybookExpertStrategy / Scenario
Analyze this contract before negotiation: [PASTE CONTRACT]. Create a negotiation brief for [COMPANY NAME]. Include: - Clauses that should be renegotiated - Clauses that should not be changed - Suggested alternative wording for key provisions - Questions to ask the other party Present the output as a clear negotiation checklist.
Contract Summary for ExecutivesMemoStandardSummarize / Extract
Summarize the following contract for a busy executive: [PASTE CONTRACT]. Create a one page briefing with these sections: - Purpose of the agreement - Key obligations for each party - Financial commitments - Legal risks - Termination conditions Write the summary in simple language so a non lawyer can understand the agreement in under three minutes.
Complex Law → Simple SummaryMemoStandardSummarize / Extract
Summarize the following legal/tax provision in simple language suitable for a client. Include key points, compliance requirements, and practical implications.
Client Advisory NoteMemoAdvancedClient Communications
Draft a professional advisory note for a client explaining the tax implications, compliance requirements, and risks related to [transaction].
Agreement / Legal Draft ReviewReportAdvancedReview / Redline
Review the following agreement and identify legal risks, tax implications, and clauses that may create compliance issues.
Convert Law Into ChecklistChecklistStandardCompliance / Due Diligence
Convert the following legal provision into a practical compliance checklist for professionals.
Professional Email DraftMemoStarterClient Communications
Draft a professional email to a client explaining the issue, legal position, and recommended course of action.
Convert Complex Document into Key PointsReportStandardSummarize / Extract
Analyze the following document and extract key legal issues, risks, and important points in bullet format.
Social Media / Knowledge Content PromptMemoStarterClient Communications
Create a professional LinkedIn/Twitter thread explaining [legal or tax topic] in simple language with examples.
Regulatory Change Impact AssessmentReportExpertCompliance / Due Diligence
Analyze the impact of [new regulation/amendment] on [company/industry]. Identify affected operations, compliance gaps, required policy changes, implementation timeline, and risk mitigation strategies.
SaaS Terms of ServiceAgreementAdvancedDraft / Generate
Draft terms of service for a SaaS platform offering [describe service]. Include account terms, acceptable use policy, service level commitments, data ownership, subscription and billing terms, limitation of liability, dispute resolution, and termination provisions.
Contract Risk MatrixReportAdvancedReview / Redline
Analyze the attached contract and create a risk matrix categorizing each clause by risk level (low/medium/high/critical). For each risk, provide the clause reference, risk description, potential impact, likelihood, and recommended mitigation action.
Vendor Risk Assessment QuestionnaireChecklistStandardCompliance / Due Diligence
Create a vendor risk assessment questionnaire covering data security practices, compliance certifications, business continuity planning, subcontractor management, insurance coverage, financial stability, and incident notification procedures.
Escalation Memo to Business LeadershipMemoAdvancedStrategy / Scenario
Write a one-page escalation memo from legal to [executive or committee] flagging a risk in [describe the deal, contract, or situation] that needs a business decision, not just a legal opinion. State the risk in plain language, what happens if leadership does nothing, two or three realistic options with the trade-off of each, legal's recommendation, and the deadline for a decision. Keep it under 400 words and free of jargon a non-lawyer would have to look up.
Five-Pass Contract Review for In-House CounselReportExpertReview / Redline
Review the attached contract in five passes, labeling each section of your output by pass number. Pass 1: summarize the deal, the parties, the term, and every date or deadline in the document. Pass 2: go clause by clause and list each party's obligations. Pass 3: rate each risk you find as low/medium/high/critical, with the clause reference and a proposed redline. Pass 4: check the contract against [attached playbook, or 'our standard positions below'] and flag every deviation. Pass 5: close with a one-paragraph executive summary and a go/no-go recommendation. Contract: [PASTE]. Playbook or standard positions: [PASTE OR DESCRIBE].
Negotiation Position and Fallback LadderPlaybookExpertStrategy / Scenario
Act as lead negotiator for [OUR SIDE] on [DEAL OR DISPUTE]. Scope: the open terms listed here and nothing else — [LIST OPEN TERMS]. Counterparty: [NAME AND TYPE]. Work only from the facts and documents I provide; where a fact is missing, list it as an assumption rather than inventing it. Return: (1) Our Position — the opening ask on each open term, written in the words we would put in writing; (2) Fallback Ladder — for each term, three graded retreat positions (Ideal / Acceptable / Last Resort) and the trigger that moves us down a rung; (3) Red Lines — the terms we do not trade, with why each is structural rather than a preference; (4) Trade Currency — what we can give that costs us little and is worth much to them, paired term by term; (5) Their Likely Position — the counterparty's probable opening, their own red lines, and the pressure they are under; (6) Concession Sequence — the order in which we release ground and what we demand in exchange for each move; (7) Deadlock Breakers — three mechanisms (staged pricing, sunset, escalation to principals, third-party determination) to unlock a stuck term; (8) Walk-Away — the point at which no deal beats this deal, stated as a condition we can actually test. Keep every entry in language a partner could read aloud in the room.
Four-Column Negotiation Table for a Counterparty MarkupReportExpertStrategy / Scenario
Act as deal counsel for [OUR SIDE] responding to the counterparty's markup of [AGREEMENT]. Scope is the attached redline only — do not reopen terms the counterparty accepted, and do not invent facts about the commercial deal that are not in the document or in [DEAL BACKGROUND]. Return: (1) Negotiation Table — one row per contested clause with exactly four columns: Clause and Current Text | What They Are Asking For | What We Can Live With | Our Response Line (the sentence we actually send back); (2) Classification — mark each row Market Standard, Aggressive, or Deal-Breaking, with a one-line reason grounded in the drafting rather than in a market claim; (3) Cost of Conceding — for each row, the concrete exposure we take on if we simply accept, in operational terms; (4) Linked Terms — which rows must move together (indemnity with liability cap, termination with transition assistance, IP with licence scope) so we do not concede one and lose the pair; (5) Authority Needed — which rows the deal lead can settle alone and which need sign-off from [APPROVER], with the reason for escalation; (6) Package Offers — two bundles we would accept whole, each framed as a single trade rather than a list; (7) Open Questions — what we must ask them before responding, phrased as we would send it; (8) Client Summary — one paragraph a non-lawyer can act on. Redline: [PASTE].
Bilingual English–Arabic Contract with Governing Language ClauseAgreementExpertDraft / Generate
Act as drafting counsel producing a bilingual English–Arabic [CONTRACT TYPE] between [PARTY A, jurisdiction] and [PARTY B, jurisdiction], to be performed in [COUNTRY] with governing law [GOVERNING LAW]. Commercial terms: [KEY TERMS]. Do not state a local-law rule you cannot attribute to a named instrument — mark it To Be Confirmed instead. Return: (1) Bilingual Body — the full text in two columns, English left and Arabic right, with clause numbering aligned so each Arabic clause sits beside its English counterpart; (2) Governing Language Clause — a drafted clause stating which version prevails in the event of conflict, plus a note on how that choice is likely to be treated by the courts of [COUNTRY] and what happens in practice where the local court conducts proceedings in Arabic, citing the provision or rule you rely on and flagging it for local counsel; (3) Terminology Table — every defined term with its agreed Arabic equivalent, so the same rendering is used consistently across both versions; (4) Translation Risk Register — clauses where the two languages could be read differently (best efforts, consequential loss, indemnify and hold harmless, without prejudice, time of the essence), each with the drafting fix that closes the gap; (5) Local Form Requirements — signature, corporate seal or stamp, notarisation, legalisation, power of attorney and any filing or registration step to confirm for [COUNTRY]; (6) Mandatory-Law Overrides — terms that local mandatory law may override regardless of the chosen governing law, flagged as questions rather than conclusions; (7) Execution Pack — bilingual signature blocks, list of schedules and annexes, and a version-control note tying the two language versions together; (8) Local Counsel Questions — the short list to send before signing.
Arabic–English Legal Translation QA and Terminology TableReportExpertReview / Redline
Act as a bilingual reviewing lawyer checking a legal translation before it is relied on. Paste the source and the translation, and state the direction [Arabic to English / English to Arabic], the document type [CONTRACT / JUDGMENT / STATUTE / PLEADING / CORPORATE DOCUMENT], and what it will be used for [SIGNATURE / FILING IN COURT / REGULATORY SUBMISSION / CLIENT ADVICE]. Review it as a lawyer, not as a linguist: the question is whether the translated text creates the same legal effect, not whether it reads well. Where a term has no true equivalent across the two systems, say so and give the options rather than picking a comfortable word. Return: (1) Verdict — fit to rely on, fit after the listed fixes, or not fit, in one line with the reason; (2) Meaning-Changing Errors — every place the translation alters an obligation, a right, a deadline, a condition, a party or an amount, quoted in both languages with the corrected rendering; (3) Legal-Effect Divergences — terms of art that do not map cleanly between a common-law source and an Arabic civil-law reader, or the reverse (consideration, trust, estoppel, best efforts, indemnify and hold harmless, without prejudice, وقف التنفيذ, حق الامتياز, التعويض الاتفاقي), each with the options and the one you recommend for this document; (4) Terminology Table — every defined and recurring term, its rendering in both languages, and a note where the translation used more than one rendering for the same term; (5) Numbers, Dates and Names — figures in words and digits, currencies, Hijri and Gregorian dates, party and entity names, transliteration consistency, and anything that must match an official register exactly; (6) Structure and Omissions — clauses, cross-references, schedules, headings or signature blocks that are missing, reordered or silently merged; (7) Formal Requirements — whether the intended use requires a sworn or licensed translator, a stamp, notarisation or legalisation, flagged as a question for the receiving authority; (8) Fix List — a numbered table of every change, ordered by severity, ready to hand to the translator. This is a review aid for a qualified practitioner and does not replace a certified translation where one is required.
Power of Attorney for a Cross-Border TransactionAgreementAdvancedDraft / Generate
Act as counsel drafting a power of attorney by which [PRINCIPAL: individual or company, with nationality and place of registration] appoints [ATTORNEY] to act in [COUNTRY] for the purpose of [ACTS TO BE PERFORMED: sign a sale contract, register property, open a bank account, incorporate an entity, represent before a court or authority, collect a debt]. It will be executed in [COUNTRY OF EXECUTION] and used before [RECEIVING BODY]. Two failures account for most rejected powers of attorney: a general grant where the receiving body demands specific authority for the exact act, and a formality gap between where the document was signed and where it must be used. Draft against both. Do not state a local form requirement you cannot attribute to a named source; mark it To Be Confirmed. Return: (1) Power of Attorney — full text, and in bilingual columns where the receiving body works in a different language, with clause numbering aligned across the two versions; (2) Scope of Authority — the specific acts listed one by one in the terms the receiving body will look for, with a note on which of them will be read narrowly and therefore have to be named expressly; (3) Limits and Safeguards — monetary caps, prohibited acts, express treatment of self-dealing and of the attorney acting for both sides, sub-delegation, and whether the attorney may sign anything that binds the principal beyond this transaction; (4) Duration and Revocation — start, expiry, the acts that survive expiry, how revocation is made effective against the receiving body and against a third party who has not been told; (5) Corporate Authority Chain — for a company principal, the board or shareholder resolution behind it, the signatory's own authority, and the corporate documents the notary will demand; (6) Execution and Authentication — notary, witnesses, seal, translation, and the legalisation or apostille chain from [COUNTRY OF EXECUTION] to [COUNTRY], in order with realistic lead times; (7) Rejection Risks — the five things most likely to cause the receiving body to refuse it, each with the drafting or process fix; (8) Confirmation Questions — the short list to put to the receiving body and to local counsel before signing, because a defective power of attorney is usually discovered at the counter. This is a drafting aid for a qualified practitioner, not legal advice.
Registered Commercial Agency: Protection and Termination ExposureMemoExpertCompliance / Due Diligence
Act as counsel advising [PRINCIPAL] on its distribution or agency arrangement with [AGENT OR DISTRIBUTOR] in [COUNTRY], covering [PRODUCTS] since [START DATE]. State whether the arrangement is [registered with the commercial agencies register / unregistered / registration status unknown], and what the principal wants to do: [terminate, decline to renew, appoint a second party, sell direct, or restructure]. In many civil-law and Gulf jurisdictions a registered agency gives the agent statutory protection that a contract cannot bargain away — exclusivity by operation of law, a renewal right, compensation on termination, and in some places the ability to block the principal's goods at the border. Establish the registration position first, because everything else turns on it. Do not state an agency-law rule, a compensation formula or a limitation period you cannot attribute to a named source; mark it To Be Confirmed for local counsel. Return: (1) Registration Position — how to verify whether this arrangement is registered, with whom, in whose name, and what the register entry itself would show; (2) Protection Map — the statutory rights that attach if it is registered, each stated as a question for local counsel with the article you believe grants it, and what changes if it is not registered; (3) Contract Versus Statute — the clauses in the current agreement that would not survive contact with the local statute (termination for convenience, chosen foreign law, foreign forum, waiver of compensation, non-exclusivity), each with what the local rule is likely to do to it; (4) Termination Routes — the grounds actually available, the notice and process for each, and which of them still triggers compensation; (5) Exposure Estimate — the heads of claim the agent could bring, how compensation is typically measured locally, and the inputs the principal must gather to size it, presented as a range with the assumptions marked; (6) Practical Leverage — what the agent can do while a dispute runs (customs block, registration held against a new appointee, refusal to deregister), and how long the principal would be out of the market; (7) Alternative Structures — restructuring to a supply or reseller arrangement, appointing a local entity, or negotiating an exit, with the trade-off and the deregistration step each needs; (8) Action Plan — sequenced steps with owners, the evidence to gather now, and the questions for local counsel before any notice is sent. This is a strategy aid for a qualified local practitioner, not legal advice.
Civil Code Lens on a Contract: Good Faith, Abuse of Right and HardshipMemoExpertResearch / Authorities
Act as counsel re-reading a contract through the civil code of [COUNTRY] rather than through the common-law assumptions it was probably drafted on. Paste the contract or the clauses in issue, and state [WHAT HAS GONE WRONG, WHAT EACH SIDE WANTS TO DO NOW, THE GOVERNING LAW CLAUSE, THE FORUM CLAUSE, AND WHETHER PERFORMANCE IS IN THE SAME COUNTRY AS THE CHOSEN LAW]. Most cross-border agreements in this region are drafted in an English-law style and then performed before a civil-law court that will apply its own mandatory rules whatever the contract says. Your job is to find where the drafting assumes a freedom the code does not give, and where the code gives a party a right the contract never mentioned. Do not state a code article or a settled position you cannot attribute to a named source; mark it To Be Confirmed for local counsel. Return: (1) Assumption Audit — the drafting assumptions that do not travel (entire agreement, no implied terms, termination for convenience, liquidated damages as agreed and unreviewable, sole discretion, waiver by conduct, notice as a strict condition), each with what the local code is likely to do to it; (2) Good Faith — how a duty of good faith in performance and negotiation could change the position here, and the conduct on each side that would be read against it; (3) Abuse of Right — whether exercising a right in the contract (calling a guarantee, terminating, refusing consent, insisting on a technical breach) could be challenged as abusive on these facts, and what evidence that turns on; (4) Hardship and Force Majeure — whether the court can adjust or suspend obligations when performance becomes excessively onerous rather than impossible, how that differs from the contract's own force majeure clause, and which one governs; (5) Damages and Penalties — whether an agreed damages figure can be reduced or increased by the court, whether loss must be proven, and how limitation and exclusion clauses fare; (6) Mandatory Overrides — the rules that apply regardless of the chosen foreign law, and the realistic prospect that the chosen law and forum are respected at all; (7) Redraft Notes — clause by clause, the wording change that makes the intent survive a civil-law reading; (8) Position and Questions — what this means for the client's next move, and the questions for local counsel before acting. This is an analysis aid for a qualified local practitioner, not legal advice.