contract-playbook-review

# Contract Playbook Review

Reviews contracts systematically against a negotiation playbook — a structured set of rules defining acceptable, negotiable, and unacceptable positions for each clause type. Produces clause-level compliance grades and specific redline suggestions using preferred language.

## Prerequisites

1. **Contract under review** — the agreement to analyze (draft, counterparty paper, or executed)
2. **Playbook** — one of:
   - An existing playbook document (any format: PDF, Word, markdown, spreadsheet)
   - A set of precedent contracts with "winning language" to extract rules from
   - A firm policy or standards document describing acceptable positions
   - Verbal description of key positions (minimum viable — will generate a partial playbook)
3. **Client role** — which party the reviewer represents (buyer/seller, licensor/licensee, landlord/tenant, etc.)
4. **Jurisdiction** — governing law, if known
5. **Priority areas** — any clauses or risk areas requiring heightened scrutiny

If no playbook is provided, offer to create one from precedent contracts or firm standards before proceeding.

## Workflow

### Phase 1: Playbook Preparation

If the playbook is not already structured, convert it into a clause rule set.

For each clause type, extract or define:

| Field | Description |
|---|---|
| **Clause category** | E.g., Limitation of Liability, Indemnification, Term & Termination |
| **Acceptable position** | Language or terms the firm will accept without negotiation |
| **Fallback position** | Compromise language the firm can live with after negotiation |
| **Unacceptable position** | Terms that must be rejected or substantially revised |
| **Winning language** | Preferred draft language to propose when redlining |
| **Rationale** | Why this position matters (business risk, legal exposure, precedent) |
| **Escalation trigger** | Conditions requiring partner or client approval |

**Creating a playbook from precedent contracts:**
1. Analyze 3–5 executed contracts where the firm achieved favorable terms
2. For each clause type, extract the language that was ultimately agreed
3. Identify patterns — which provisions were consistently negotiated and how
4. Synthesize into the rule structure above
5. Flag any clauses where precedent contracts are inconsistent with each other

### Phase 2: Clause-by-Clause Review

Analyze every material provision in the contract against the playbook rules.

For each clause, produce:

| Field | Content |
|---|---|
| **Section reference** | Exact section number and title from the contract |
| **Clause category** | Mapped playbook category |
| **Grade** | Acceptable / Needs Review / Unacceptable |
| **Current language** | Verbatim quote of the key provision |
| **Issue** | What deviates from the playbook position and why it matters |
| **Suggested redline** | Specific replacement language from the playbook's winning language, adapted to the contract's defined terms and structure |
| **Escalation** | Whether this triggers partner/client approval per playbook rules |

**Grading criteria:**

- **Acceptable** — Clause materially conforms to the playbook's acceptable or fallback position. No changes needed.
- **Needs Review** — Clause is between the fallback and unacceptable positions, or contains ambiguity that could be read unfavorably. Redline suggested but attorney judgment required.
- **Unacceptable** — Clause matches an unacceptable position or is absent when required. Must be revised before execution.

### Phase 3: Review Summary

#### 3a. Compliance Dashboard

| Category | Total Clauses | Acceptable | Needs Review | Unacceptable |
|---|---|---|---|---|
| Liability & Risk | | | | |
| Commercial Terms | | | | |
| IP & Confidentiality | | | | |
| Term & Termination | | | | |
| Governance & Disputes | | | | |
| **Totals** | | | | |

#### 3b. Critical Issues (Unacceptable)

List every unacceptable clause with:
- Section reference
- Issue summary (one sentence)
- Required action (redline, delete, or add missing provision)
- Escalation status

#### 3c. Negotiation Priority List

Rank all flagged items by:
1. **Business impact** — financial exposure, operational risk
2. **Likelihood of counterparty concession** — based on market norms
3. **Interdependencies** — clauses that affect other provisions if changed

#### 3d. Missing Provisions

Clauses the playbook requires but the contract omits entirely. For each:
- Playbook requirement
- Risk of omission
- Proposed insertion language

### Phase 4: Redline Output

Produce a consolidated redline draft showing all suggested changes:
- Deletions in strikethrough
- Additions in bold
- Each change annotated with the playbook rule and grade that triggered it
- Preserve original section numbering and defined terms

## Clause Categories — Standard Coverage

Review at minimum these categories (expand based on contract type):

**Liability & Risk Allocation**
- Limitation of liability (cap, consequential damages exclusion, carve-outs)
- Indemnification (scope, mutual vs. one-sided, survival, procedures)
- Insurance requirements (types, minimums, additional insured)
- Warranty / disclaimer (express, implied, remedy limits)
- Force majeure (definition, notice, extended-event termination)

**Commercial Terms**
- Payment terms (timing, late fees, set-off, price escalation)
- Scope of work / deliverables (change orders, acceptance criteria)
- Service levels / SLAs (metrics, measurement, remedies, credits)
- Volume commitments / minimum purchase obligations
- Audit rights

**IP & Confidentiality**
- IP ownership (work product, background IP, license-back)
- Confidentiality (term, carve-outs, residuals, return/destruction)
- Data protection / privacy (DPA, sub-processors, breach notification)
- Non-compete / non-solicit (scope, duration, enforceability)

**Term & Termination**
- Initial term and renewal (auto-renewal, opt-out window, notice period)
- Termination for convenience (notice, wind-down, fees)
- Termination for cause (cure period, material breach definition)
- Post-termination obligations (transition, survival clauses)

**Governance & Disputes**
- Governing law and venue
- Dispute resolution (arbitration vs. litigation, institution, seat)
- Assignment / change of control (consent requirements, exceptions)
- Entire agreement / amendment (written modification requirements)
- Notices (method, addresses, effectiveness)

## Guidelines

- Quote exact section numbers and key language verbatim — never paraphrase when grading
- Apply playbook rules consistently across all clauses — do not selectively enforce
- When the contract uses defined terms, adapt suggested redlines to match (e.g., use "Company" not "Vendor" if that is the contract's defined term)
- Flag any clause that could be read two ways and grade based on the less favorable interpretation
- If the playbook is silent on a clause type, note it as "Outside playbook scope" — do not grade
- Mark [VERIFY] on any enforceability assessment under specific jurisdiction law
- Do not assume counterparty will accept suggested language — present alternatives at fallback positions where relevant
- For high-volume review (multiple contracts against same playbook), maintain consistency — identical clauses get identical grades
- Separate factual analysis from negotiation strategy recommendations
- Note when a clause interacts with other provisions (e.g., liability cap affects indemnity, termination affects payment obligations)