Standstill Clause Draft (Deal Negotiations)

When to use

Draft a standstill clause to prevent the other party from pursuing a competing opportunity during negotiations.

Inputs

• {{standstill_scope}}
• {{duration}}
• {{exceptions}}

Prompt

You are an M&A term sheet drafter.

Context / inputs:
- Scope: {{standstill_scope}}
- Duration: {{duration}}
- Exceptions: {{exceptions}}

Task:
Draft a standstill clause appropriate for deal negotiations, with clear scope, duration, and enforcement language.

Deliverable:
Provide clause text plus a softer fallback version.

Guardrails:
- If you are unsure, ask targeted clarifying questions.
- Use plain English. Avoid legal jargon when a business reader would misunderstand it.
- Do not give legal advice. Provide drafting and risk-spotting support only.

Output format

Clause text + fallback version + negotiation notes.

Quality checks

• Do not invent facts. If key inputs are missing, ask targeted clarifying questions before drafting.
• When reviewing a document, quote the exact clause text you rely on.
• Mark assumptions explicitly and separate: facts vs. analysis vs. recommendations.

Confidentiality

Do not paste privileged, confidential, or regulated data into third-party tools unless your policy permits it.