Attorney v. ChatGPT: Can ChatGPT Outperform an Attorney?
Introduction
There is no question that ChatGPT is transforming industries across the board, and the legal industry is no exception. We're starting to come across more and more business owners using ChatGPT to draft their own contracts. As a business attorney, I was curious as to the quality of these contracts, and whether they were truly protecting these business owners and complying with applicable laws. To address these questions, I thought it would be an interesting exercise to compare one of our attorney-prepared contracts with a ChatGPT-prepared contract.
For those of you who are unfamiliar, ChatGPT is an artificially intelligent chatbot that uses natural language processing to create humanlike conversational dialogue. Basically, you enter a prompt such as “Write a Short Story About…” and ChatGPT writes one for you in a matter of seconds. For the record, we at Glide Legal believe ChatGPT is revolutionary, and has the potential to change the legal industry for the better. We fully embrace technology to make our own services more efficient and cost-effective. That said, we also believe it’s important for people to understand its limitations, especially those without legal expertise who are relying on products like ChatGPT to fulfill their legal needs. Now, without further ado, let’s see how ChatGPT stacks up against an experienced business attorney.
The ChatGPT Test
Our firm was recently approached by a client looking for an independent contractor agreement for her Company’s contractors. The client, we’ll call her Sandra, had some very specific requests, but nothing out of the ordinary, and we were able to quote her a flat-fee rate and complete the drafts within 3 business days. After Sandra had a chance to review, we had a call to talk through the agreement and address her questions and concerns. After some final touches, it was ready for signing.
Independent contractor agreements are used by nearly all businesses at some point, and so I felt this would be a good test subject for ChatGPT. Using the notes from our initial free consultation with Sandra, I created a prompt and let ChatGPT do its thing. Here is what it drafted:
[Your Company Name]
[Company Address] [City, State, ZIP Code]
[Email Address]
[Phone Number]
[Date]
[Contractor's Name] [Contractor's Address] [City, State, ZIPCode]
Independent Contractor Agreement
This Independent Contractor Agreement("Agreement") is made and entered into on this date between [YourCompany Name], hereinafter referred to as the "Company," and [Contractor's Name], hereinafter referred to as the "Contractor."
1. Engagement of Services
The Company engages the Contractor to provide services as an independent contractor. The services to be provided by the Contractor shall include [briefly describe the services to be provided]. The Contractor shall utilize their skills and expertise to deliver high-quality services to the Company's clients.
2. Term of Agreement
This Agreement shall be in effect for a period of one (1) year from the effective date mentioned above, unless terminated earlier by either party as specified in Section 5 (Termination).
3. Compensation
The Company shall pay the Contractor the sum of $1,000 per session for the services rendered. Payment shall be made on a [weekly/monthly] basis [choose one].
4. Independent Contractor Status
The Contractor acknowledges and agrees that they shall perform the services as an independent contractor and not as an employee of the Company. The Contractor shall be responsible for all taxes, withholdings, and other statutory obligations arising from the compensation received under this Agreement. The Contractor shall not be entitled to any employee benefits offered by the Company.
5. Termination
Either party may terminate this Agreement at any time for any reason by providing written notice to the other party. Upon termination, the Contractor shall be entitled to receive payment for completed services, but no additional fees shall be due for unperformed services.
6. Contractor's Liability
The Contractor agrees to perform the services with the highest level of professionalism, skill, and care. The Contractor shall be solely liable for any losses, damages, liabilities, or claims arising out of or related to the services provided under this Agreement.
7. Indemnification
The Contractor shall indemnify and hold the Company, its officers, directors, employees, and agents harmless from any claims, demands, suits, or actions arising from or related to the Contractor's provision of services under this Agreement.
8. Confidentiality
During the term of this Agreement and thereafter, the Contractor shall maintain the confidentiality of any proprietary or sensitive information belonging to the Company or its clients and shall not disclose such information to any third party.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Arizona.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Company:
[Your Company Name]
Contractor:
[Contractor's Name]
Review of ChatGPT Contract
I’m thankful Sandra decided to use an attorney to prepare her independent contractor agreement. There are multiple glaring issues with what ChatGPT prepared. In no particular order, here are a few major issues with the ChatGPT agreement but by no means is this a complete list:
1. This agreement does not have a non-circumvention clause. A non-circumvention clause is a restrictive covenant that prohibits the contractor from cutting Sandra out and dealing directly with Sandra’s clients. Sandra has put a lot of time and effort into cultivating her client relationships, and it would be devastating to lose clients to her contractors.
2. The agreement lacks any provision limiting the contractor’s ability to act as an agent for the Sandra’s company. This arguably allows the independent contractor to legally bind Sandra’s company, which could be problematic when dealing with Sandra’s clients. For example, imagine if the independent contractor told one of Sandra’s clients they could have a 70% discount on the services without Sandra’s approval.
3. The agreement does not include a non-solicitation clause. This clause prohibits the contractor from trying to take Sandra’s vendors, employees, contractors, or others with whom Sandra has a business relationship, and its prohibitions can remain in force even after the agreement expires or is terminated.
4. The agreement does not include a non-disparagement clause. This clause prohibits the contractor from making any negative comments about Sandra or her business. This can be particularly helpful if the relationship between Sandra and the contractor ever goes sour, as disparaging comments can seriously tarnish a business’s reputation.
5. The confidentiality clause is significantly lacking. It generally requires contractor not disclose any “proprietary or sensitive information belonging to Company,” but it fails to identify what qualifies as proprietary or sensitive. A strong confidentiality clause includes a more specific definition so that there are never any questions of what is or is not considered confidential under the agreement.
Aside from the above issues, there are also a myriad of issues that would not have been addressed in the ChatGPT independent contractor agreement because Sandra simply would not have known to include them in the prompt. For example, during our call we were able to discuss the details of how Sandra wants to provide jobs to her independent contractors and the timeframes they each have to accept or decline the offers, whether the contractors will be paid in the event Sandra is not paid or the fee is refunded, and minimum expectations of professionalism when dealing with Sandra’s clients. Sandra had not even considered these and other glaring issues prior to our first free consultation, and it’s unlikely she would have known to include them in the prompt.
Other Considerations
While looking into ChatGPT, I also noticed a few other interesting points. First, ChatGPT does not have access to real time data and only has knowledge up to its last update, which at the time of writing this was 2 years prior. The laws are constantly changing, and so ensuring your contracts comply with the latest laws is critical, something ChatGPT simply cannot guarantee.
Second, I was curious how ChatGPT would view its own work product and so I asked whether I could rely on this contract, to which it responded:
"It is important to note that I am not a lawyer and cannot provide legal advice or guarantee the accuracy or completeness of any contract I generate. If you need a contract for legal purposes or have specific legal concerns, it is essential to consult with a qualified attorney who can tailor the contract to your specific situation and ensure it complies with all relevant laws and regulations. Legal contracts are binding agreements with potential legal consequences, so it is crucial to have them drafted or reviewed by a professional with expertise in contract law and your jurisdiction's laws. Always seek legal advice from a licensed attorney to ensure that any contract you enter into is appropriate for your needs and legally valid."
I have to say, on this issue, ChatGPT seems to be giving the right advice. Besides drafting the contracts themselves, we also had the opportunity to provide Sandra with important legal advice, such as how to deal with these independent contractors so she can avoid having them legally deemed “employees” in the future, as well as general legal advice regarding her business operations. Please do yourself and your business a favor and be like Sandra. Consult with an experienced business attorney for all your contracting needs. Doing so can save your business tens of thousands of dollars in litigation costs that could have been avoided had you consulted with an attorney from the start.
At Glide Legal, you know exactlywhat you’re going to pay before you hire us, and we always meet our promised timeframes. Book a free attorney consultation by clicking the link on our website.
Alex Karam
