How to Use Legal AI as a Commercial Counsel: In-House Guide

Commercial counsel use legal AI at three pressure points in a commercial deal: the first read of third-party paper, the second-round response after the counterparty pushes back, and the internal risk note when the business is considering a non-standard term.

A customer may redline your paper. A vendor may send you theirs. In both cases, legal AI can accelerate the reading and drafting, while counsel still decides which risks to accept, which positions to hold, and where to spend leverage.

GC AI is an enterprise legal AI platform built for in-house legal teams.

A GC AI customer and associate general counsel at a multi-brand global apparel company described the month-end version of that work as “a barrage of requests from the business to get stuff done by month's end,” including “a lot of third-party paper.”

Her constraint is familiar:

We don't have the time or the leverage to negotiate much. So I need to quickly figure out, where are the key risks and issues?

At Jasper, Hayley McAllister, Senior Counsel and Head of Commercial Legal, says contracts take up most of her time:

I negotiate all of our go-to-market contracts on the sell side, and I do all of our vendor contracts too. That's probably 75% of my time.

Since GC AI for Word rolled out, she says she has “pretty much exclusively started using it for all of my redlining and contract review.”

On one contract-review task, she says:

What used to take me an hour now takes me 10 minutes.

The result is specific to her experience, but it makes the value clearer: review and redlining sit inside the work that already consumes most of her week.

In 2024, Gartner predicted that by 2027, 50% of organizations would support supplier contract negotiations with AI-enabled contract risk analysis and editing tools.

More than 2,100 legal teams, including 300 public companies, use GC AI across 53 countries.

Three features support this commercial workflow:

• Playbooks: review contracts against the team’s standards and fallback positions, flagging departures and suggesting redlines.
• GC AI for Word: review, draft, redline, and summarize contracts directly in Microsoft Word.
• Skill Library: save reusable instructions so recurring reviews can follow the same team workflow.

What Commercial Counsel Negotiate

Commercial counsel is the in-house lawyer who negotiates what the company sells and what it buys. Sales, procurement, and business owners are your internal partners.

Alexis Palmer, Senior Managing Counsel at Snyk, describes one version of that work:

I'm on the commercial team, mostly working on other party paper with enterprise customers. A lot of times they'll ask for language tied to regulatory requirements, and I'll use GC AI to research what those requirements actually are and draft something that works for both sides.

When the counterparty insists on its own form, the review starts from a different place. On CZ and Friends, GC AI CEO Cecilia Ziniti talks with legal leaders about how in-house teams work with AI. In an episode with Sruthi Kosuri and Cindy Prabhakar, Ziniti asked how Marvell handles vendor paper.

Prabhakar, Legal Operations Manager at Marvell Technology, described the boundary this way:

We still have to negotiate a lot of times on other party paper, but where we draw the line is we have our must-haves and they have to be in there.

That is the useful preparation step.

Put the preferred position, acceptable fallbacks, and true must-haves into an AI contract playbook before the document arrives. The playbook gives the first pass a company standard to review against; counsel still decides how those positions apply to the deal in front of them.

How Commercial Counsel Review Third-Party Paper With No Leverage

Third-party paper is a contract drafted on the other side's template, and it arrives with a deadline attached. Your review has one question: which of these terms will the business carry, and which ones are worth spending leverage on?

A GC AI customer and associate general counsel at a publicly traded cybersecurity company, who supports sales across the Americas, sees the long version of that paper each week:

They've got paper that's 50 pages, 100 pages long, 150 pages long. If it's 100 pages, that's two weeks. We are going to ask for two weeks, two and a half weeks to get through that. But with GC AI, I had a guy on my team, a 100-page document, and he turned it around in three days. I did not ask him to turn it around in three days. That's just how long it took him.

The more general workflow is the important part: review the agreement against standards the team has already set, then focus attorney attention on the terms that depart from those standards.

GC AI's Playbooks begin by asking whether the document is first-party or third-party paper. For third-party paper, the reviewer can add deal context such as value, leverage, and specific concerns before the review runs. The Playbook then checks the agreement against the team's preferred and fallback positions, leaving counsel to review the findings and decide which proposed changes fit this deal.

A Playbook looks for terms that depart from the company's approved positions. For example, a vendor agreement might cap a particular category of liability at three times fees when the company's standard calls for that exposure to remain uncapped, or provide only a 90-day warranty when the company requires 12 to 24 months. Those differences are the issues counsel needs to see quickly.

GC AI can flag those departures across the agreement. Counsel then decides which ones matter enough to negotiate based on the risk, the value of the deal, and the leverage the company has.

For SaaS agreements, teams can define preferred positions and fallbacks in advance for recurring issues such as liability, indemnity, data protection, service levels, and termination in the SaaS agreement checklist.

How to Respond to Vendor Redlines in the Second Round

Responding to vendor redlines means making one of three calls on each comment: accept it, counter it, or hold your position and explain why. The second round is often harder because the counterparty has already rejected or narrowed your first position, so the next response has to account for both the clause and the reason they pushed back.

A GC AI customer and corporate counsel at a family-owned retail chain with hundreds of locations negotiates hundreds of vendor contracts a year. He hands GC AI the second round, after the vendor answers:

If I send something to a vendor and they're changing language and arguing back, sometimes I'll take the vendor's comment directly into GC AI and I'll say, this is what my counterpart is saying and I want this. Is there a compromise position?

Sometimes the harder task is explaining why you need to hold your position. The same corporate counsel gave a venue example:

I can talk on the phone and say, I won't accept Delaware venue because X, Y, and Z... our company is family owned and we don't have any lawyers there... But sometimes when you're writing comments, it's like, how do I put that all in writing?

That separates the second round into two useful AI tasks: propose a compromise when there is room to trade, or help turn counsel's reason for holding into a concise written response.

Three prompts carry the second round, in the order the round unfolds:

1. Find the middle: “This is what my counterpart is saying, and this is what I want. Is there a compromise position?”
2. Explain the hold: “How can I explain my position?” followed by the one reason you'd give on the phone.
3. Build the argument: “Help beef up this argument and give concrete examples of why this matters.”

Strung together, that is one prompt you can paste into a chat and reuse on each counter:

Here is the clause as it stands, the vendor's redline, and their comment. [paste all three]

Our position is [X], because [the one reason you are sure of].

1. Give me a compromise position that holds most of [X].

2. If we hold the position instead, draft the comment to the vendor explaining why, in three sentences, for an external audience.

3. Flag anything in their redline I have not addressed.

Save it to your Skill Library, and the next counter starts from a prompt you already trust. Palmer keeps hers there for the same reason:

Having saved prompts means anyone on my team can run the same review I would. If I'm on PTO, I know they'll get a similar result and apply their own judgment from there.

The same round happens on your own paper with the roles reversed, and there the argument you write is internal.

Alexandra Sepulveda, Assistant General Counsel at Trust & Will, turns a customer's redline into the note that goes to her own sales team:

Imagine a redline comes back asking for unlimited indemnity. I'll tell GC AI, 'Here's the clause and why we can't accept it. Draft a four-sentence response to sales, collaborative tone, options to move forward.'

Sales needs a reason it can carry back to the customer, and that is a different document from the comment you would send the counterparty.

The counter then goes back into the contract. GC AI for Word can draft redlines inside Word, where counsel can review and refine the proposed changes before the document goes back to the counterparty. If the negotiation is being handled in the browser, Easy Edit provides an in-platform editing workflow.

In the second round, AI can help draft the answer. Counsel still decides whether to compromise or hold.

How Commercial Counsel Write the Risk Note the Business Signs

When an urgent request jumps the review queue, one useful final artifact is a risk note for the business owner: what sits off standard, what the exposure is, and who is accepting it.

A GC AI customer and commercial legal lead at a publicly traded fintech sits on a four-person vendor legal team responsible for thousands of vendor contracts. He described his team's model:

If there's a request that's very urgent and it required jumping the line, we have a model where there's a risk review and a risk memo that's drafted so that the business can say, okay, I understand what's involved here, I understand what's non-standard, and I sign off on this.

In that customer's reported workflow, the memo that had taken hours became much faster to draft: “With GC AI, we can produce that in a matter of minutes,” he said.

He described one comparison as two hours of manual drafting versus one minute for the AI-generated starting point. That is his team's experience, not a promised turnaround for every risk review.

The problem was not the legal analysis. It was written for the wrong audience:

It's not just a document that has to be read by a law firm. Oftentimes this is the business. These are folks in marketing, these are folks in HR, these are folks in IT. They're not lawyers.

The risk note has to explain what a liability cap at three times fees means to the person signing the purchase order.

Company context can also be carried into the drafting step. GC AI's Custom Company Profile lets a team store shared company attributes and risk-tolerance context that can be included in future chats. That reduces the need to restate the same background each time, but counsel still has to confirm that the stored context and the draft fit the particular deal.

Sepulveda highlights the internal communication benefit:

Everyone knows you can use GC AI to take a first pass on vendor agreements, privacy policies, terms, or educating yourself before starting a legal research question. The less obvious win is wrapping your legal advice in the right internal communication when you're pressed for time.

The risk note should translate the legal exposure into language the business owner can act on.

What Legal AI Hands Commercial Counsel, and What You Still Decide

Here is what the first pass hands you, whose paper it runs on, and the decision it leaves with you:

The work	Whose paper	What the first pass hands you	What you decide
Vendor paper	Theirs	Clauses checked against your positions, with proposed edits on the exceptions	Which off-standard terms are worth spending leverage on with this vendor
Customer redlines	Yours	The other side's changes, read against your template	Which edits fit the deal, your risk profile, and the leverage you have
The second round	Either	A proposed compromise and a draft explanation for the position you would rather hold	Whether to hold that position or trade it for something you want more
A regulatory ask behind a clause	Either	Cited research on the relevant requirement and draft language to review against it	How far the language has to go for this customer, in this jurisdiction
The risk note	Theirs	The exposure in plain language, measured against your company's risk profile	Whether the business should accept it, and who puts their name on that

Every legal judgment in that last column still requires counsel who understands the company’s risk tolerance and can make the best decision for the business in that deal. Where the business is accepting a non-standard risk, the business owner remains part of that decision.

What Changes for Commercial Counsel When Legal AI Runs the First Pass

The biggest change is the starting point. Instead of reading a vendor agreement cold from page one, commercial counsel can begin with a first pass against the team’s standards and focus immediately on the issues that need a decision. A typical workflow looks like this:

1. Open the vendor's MSA in Word: run the commercial MSA Playbook, and tell it this is third-party paper with limited leverage.
2. Read the flags against your positions: decide whether the preferred position, a fallback, or another response fits each issue, then draft the redline and counterparty comment for review.
3. Take the vendor's counter into chat: ask for the compromise position, then ask it to build the argument for the clause you will hold.
4. Ask for the risk note: written for the business owner in plain language, with your Company Profile applied.

That is the shift: legal AI can narrow the reading problem and produce a draft to react to, but counsel still checks the flagged language, reviews proposed redlines against the agreement and the team’s positions, and decides what goes back to the counterparty.

Test Your Contracts With Legal AI

If your team is buried in third-party paper, second-round redlines, and internal risk notes, the useful question is not whether AI can draft contract language. It is whether it can give commercial counsel a faster first pass while keeping the work grounded in your playbook and risk tolerance.

Test GC AI on a real workflow your team already knows: one vendor agreement, one counterparty redline, and one risk note. Check whether it follows your preferred and fallback positions, produces usable redlines and comments, and gives the business a clear explanation of non-standard risk.

About the Author

Josh Bertini is Head of Growth at GC AI. Before joining GC AI in 2026, he spent four years at IndaCloud, where he served as Chief Revenue Officer. He writes about how legal teams evaluate, buy, and adopt AI.