contract-playbook-review

name

contract-playbook-review

description

Methodology for clause-by-clause review of a contract against a structured deviation policy ("playbook"). Covers how to walk a playbook, locate the matching provision in the contract, apply rule types (max-value, must-be-present, must-be-absent, acceptable-set, must-have-feature), classify the result (ok / risk / reject), choose the prescribed action, and ground each finding in a verbatim excerpt. Use whenever reviewing any contract — NDA, MSA, vendor DD questionnaire, lease, DPA — against a structured rules-based playbook.

Contract playbook review

How a contract reviewer applies a structured deviation policy to a contract, clause by clause, and emits a structured review.

The general workflow

A playbook is a list of clause rules. Each rule names a clause, describes the policy in prose, and encodes the policy as machine-checkable fields (e.g. max_years, acceptable_jurisdictions, must_be_present). Review is a four-step loop, repeated once per clause:

1. Locate the corresponding provision in the contract (it may not be present at all).
2. Apply the rule — check the contract's position against the policy fields.
3. Classify the outcome as ok, risk, or reject.
4. Record the finding: a verbatim excerpt that grounds it, a rationale, and the playbook's prescribed action.

Walk the playbook in order. Don't skip clauses just because the contract is silent on them — silence is itself a finding (found = false) and may trigger an action (e.g. "request_addition").

Rule types you will see

A handful of rule shapes cover almost every playbook entry. Recognise them and you can apply them mechanically:

Rule shape	Field example	"ok" means
Numeric ceiling	max_years: 3, max_months: 24	Contract value ≤ ceiling
Numeric floor	min_years: 1	Contract value ≥ floor
Must be present	must_be_present: true	Provision exists
Must be absent	must_be_absent: true	Provision (or specific phrasing) does NOT exist
Acceptable set	acceptable_jurisdictions: [...]	Contract value ∈ set
Required feature	must_allow_destruction: true	Provision contains the feature
Conjunction of features	must_require_notice && must_require_cooperation	All features present
Conditional structural	must_be_bilateral_if_present	Provision absent OR present-and-symmetric

A playbook entry may also carry a source field naming the published authority the rule is anchored to (a survey, statute, treatise, or firm-published practice guide). When the entry has a source, treat it as load-bearing — the rule's threshold is not arbitrary; it is the cited source's stated value.

Status is derived from the playbook's action_* field, not from the rule shape. This is the most common place an agent goes wrong: it sees must_be_absent and reaches for reject by reflex. Don't. Use the prescribed action to decide status — the full mapping is in the next section.

A clause may combine several rule shapes (e.g. "must be present AND have backup carve-out AND allow destruction"). The clause's overall status is ok only if every sub-rule passes.

Mapping outcomes to status and action

The playbook tells you what to do when a rule fails. Translate the action to a status — never go directly from rule shape to status:

• action_if_ok ("accept", "no_change") → status ok
• Any action that begins with request_ (request_reduction / request_addition / request_revision / request_change / request_amendment) → status risk. The "request_" prefix is the signal: we still want the contract; we're going to negotiate. Even a must_be_absent clause whose action_if_present is request_revision is still risk, not reject.
• action_if_present (or action_if_violated) of reject_and_remove / reject / walk_away → status reject. The rule's prescribed response is to refuse, not to negotiate.

When the playbook is silent on a particular outcome, fall back to: action prefix request_ → risk; explicit reject/walk-away → reject.

Locating a clause when section names don't match

The hard part is recognising the right clause when the contract uses different headings. Three reliable strategies:

1. Heading match — try the playbook's key and label against the contract's section headings (e.g. playbook governing_law → contract heading "Governing Law" or "Choice of Law").
2. Operative-verb scan — search for verbs/phrases that mark the clause function. ("shall return or destroy" → return/destruction; "irreparable harm" + "injunctive" → equitable relief; "governed by and construed in accordance with" → governing law).
3. Keyword neighbourhood — for numeric rules, find the unit ("year", "months", "$") and read the surrounding sentence to decide whether it is the term, survival, notice period, or some other duration.

If you searched and the contract really has nothing, set found: false and excerpt: "". Don't manufacture an excerpt, don't infer one from the playbook prose. A missing clause is a legitimate finding.

The verbatim excerpt

The excerpt is what proves your finding. Three rules:

• It must be a substring of the contract source — character-for-character, including punctuation and capitalisation. Do not paraphrase. Do not stitch together text from different paragraphs.
• Keep it short and targeted — the smallest excerpt that contains the operative language. Most playbooks bound this (e.g. ≤ 400 characters). If the operative language spans more than that, choose the most diagnostic phrase.
• For a found: false finding, the excerpt is "".

Tip: when extracting from Markdown or plain text, copy the exact run including any quotation marks, parentheses, or numerical values. When extracting from HTML, strip tags first; do not include rendered artifacts.

The rationale

One sentence. State the operative facts and the rule applied. Examples:

• ok: "Term is one year, within the 3-year maximum."
• risk (numeric ceiling): "Survival is ten years, exceeding the 7-year cap."
• risk (missing feature): "Definition exclusions cover the four standard exceptions but omit a residuals carve-out."
• reject: "A non-compete covenant is present; the playbook's prescribed action for this clause is reject_and_remove."

Avoid: hedging ("appears to", "may be"), restating the playbook in full, repeating the rationale across clauses.

Output discipline

• Emit one entry per playbook clause, in the playbook's declared order. No additions, no deletions.
• Schema fields are non-optional: clause, found, excerpt, status, action, rationale. Use empty string (not null, not missing) when the value is empty.
• The output format is whatever the instruction specifies (usually JSON). Validate the file is parseable before declaring done.

Common pitfalls

• Confusing term and survival. Two different durations. The contract's "Term" section is the active period; survival is buried at the end of that section as "the provisions of Sections X, Y, Z shall survive...". Read the whole Term section before classifying either.
• Treating a must_be_absent rule as a numeric ceiling. If the playbook says must_be_absent: true, a 1-year non-compete still violates the rule even though "1 year" sounds reasonable — the presence matters, not the value. The violation's status then comes from the prescribed action as always: request_* → risk; only an explicit reject / walk-away action makes it reject.
• Granting credit for a partial feature. "Must allow destruction AND have backup carve-out" requires both. Don't mark ok for a return/destruction clause that allows destruction but lacks the backup carve-out.
• Reading the recital as the clause. The preamble often paraphrases obligations ("the parties wish to protect..."); the operative clause is later. Find the operative clause.
• Inferring presence from a cross-reference. If Section 9 says "Sections 3, 4, 5 ... shall survive", Sections 3, 4, and 5 themselves are not the survival clause — they're whatever they were. The survival clause is the cross-reference itself.