You can use Gemini Enterprise to quickly get the gist of long contracts, depositions, or judicial opinions.
Example prompt
In the chat box, enter a prompt such as the following:
You are a contracts analyst. Attached is the executed master services agreement
between Cymbal Superstore and Cymbal Consulting, including its exhibits.
Produce an operational summary:
1. **Our obligations** and **their obligations**, in two separate tables. For
each: what must be done, by when, the triggering event, and the section number.
2. **Dates and deadlines**, in one table: the date or period, what it governs,
what happens if it is missed, and the section. Include the effective date, the
term, renewal and notice deadlines, and any deadline measured from an event
rather than from a fixed date.
3. **Money terms**, quoting verbatim: fees, rate card, payment period, late
charges, price increase mechanism, and any cap or minimum commitment.
4. **Termination and renewal**, quoting the operative language for each route
out and the notice each requires.
5. **Defined-term traps.** Any defined term whose contract meaning differs from
its ordinary meaning in a way that changes how a clause reads.
6. **Ambiguities.** Language that could reasonably be read more than one way.
Give both readings. Do not choose between them.
7. **Not addressed.** Subjects a reader would expect this agreement to cover
that it does not.
Rules:
- Cite a section number for every statement. If you cannot cite one, do not make
the statement.
- Quote verbatim for anything involving money, dates, notice, or termination.
- If the agreement and an exhibit conflict, show both and say they conflict.
Do not resolve it.
- Do not give negotiation advice, opinions on whether a term is market, or
predictions about enforceability.
- Do not summarize any section you cannot locate in the attached file.
Example output
In response to this prompt, Gemini Enterprise produces output similar to the following:
Our obligations
Obligation Deadline Trigger Section Pay undisputed invoices 30 days Receipt of invoice 4.1 Provide system access and a named project contact 10 business days Effective date 3.2 Notify of a disputed invoice line 15 days Receipt of invoice 4.5 Provide written notice of non-renewal 60 days before term end Term end date 11.2 Their obligations
Obligation Deadline Trigger Section Deliver a written statement of work before work begins Before commencement Each engagement 2.1 Obtain written pre-approval for travel over $2,500 Before incurring Travel expense 6.1 Provide monthly written status reports Monthly Ongoing 3.4 Return or destroy confidential information 30 days Termination or expiry 9.6 Dates and deadlines
Date or period Governs If missed Section Effective date: as stated on the signature page Start of term - Preamble Initial term: 3 years Term - 11.1 Auto-renewal: successive 1-year terms Renewal Renews automatically 11.2 60 days before term end Non-renewal notice Agreement renews for another year 11.2 Net 30 Payment Late charge applies, Section 4.4 4.1 15 days from invoice Invoice dispute Section 4.5 states the line is "deemed accepted" 4.5 The 60-day non-renewal notice is the deadline most likely to be missed. It is measured backward from the term end date and the agreement provides no reminder mechanism.
Money terms
Section 4.1 (Payment).
"Customer shall pay all undisputed amounts within thirty (30) days of receipt of a valid invoice."
Section 4.4 (Late charges).
"Amounts not paid when due shall accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is less."
Section 4.6 (Rate adjustment).
"Supplier may adjust the rates set forth in Exhibit B upon sixty (60) days' written notice, provided that no adjustment shall exceed five percent (5%) in any twelve (12) month period."
Conflict between the agreement and Exhibit B. Section 4.6 caps annual rate adjustments at 5%. Exhibit B, note 3, states:
"Rates are subject to annual adjustment in line with the Supplier's then current published rate card."
These do not say the same thing and the agreement does not state which controls. Flagged for attorney review; not resolved here.
Termination and renewal
Section 11.2 (Renewal).
"This Agreement shall renew automatically for successive one (1) year terms unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term."
Section 11.3 (Termination for cause).
"Either party may terminate for material breach upon thirty (30) days' written notice if the breach remains uncured at the end of such period."
Section 11.4 (Termination for convenience).
"Customer may terminate any Statement of Work for convenience upon sixty (60) days' written notice, subject to payment for work performed and non-cancellable commitments incurred through the effective date of termination."
Termination for convenience applies to a statement of work, not to the agreement itself. There is no convenience exit from the master agreement.
Defined-term traps
- "Confidential Information" (1.4) excludes information "independently developed without reference to the disclosing party's information." That exclusion is broader than the ordinary meaning of the phrase.
- "Deliverable" (1.7) is limited to items "expressly identified as a Deliverable in a Statement of Work." Work product not named in an SOW is not a Deliverable, which affects the IP assignment in Section 8.
- "Business Day" (1.2) is defined by reference to the supplier's location, not ours. Every notice period measured in business days runs on their calendar.
Ambiguities
- Section 7.1 requires support "during business hours" without stating a time zone or holiday calendar. Section 1.2 defines "Business Day" but not "business hours." Readable as the supplier's local hours or as ours.
- Section 4.5 says a disputed line is "deemed accepted" after 15 days. It is unclear whether this bars a later challenge to the underlying charge or only to that invoice.
- Section 11.4 refers to "non-cancellable commitments incurred" without defining what qualifies or requiring evidence of them.
Not addressed
The agreement contains no provision covering:
- Data deletion or return on termination, other than the confidentiality obligation in Section 9.6, which addresses confidential information only.
- Audit rights.
- Subprocessor or subcontractor notification.
- Service levels or credits.
- Insurance requirements.
These may appear in a separate document. Nothing in the attached file references one.