Know your position on every clause before their paper arrives
A good contracts manager carries a playbook in their head: what we want, what we can give, who has to agree to it, and what we never sign. Agreement playbooks writes that down for every clause the company negotiates, reads every agreement against it, and puts the redline that brings a clause back in front of the person who decides.
The playbook that ships is a starting point for your counsel to review. It is not legal advice.
Twenty-six clauses and 92 positions
The playbook ships with twenty-six clauses. Twenty-three are the clauses of your clause library, from confidentiality, indemnification and limitation of liability to flow-downs, data and term. Three are federal topics of its own: organizational conflicts of interest, the cybersecurity flow-down of DFARS 252.204-7012 and 7021, and the limitation on subcontracting. Between them they hold 92 positions and 38 sets of words that mean never accept.
Seven clauses carry positions for each side, because what a company wants changes when it buys rather than provides: indemnification, termination, intellectual property, payment, warranty, records and audit, and changes. Each clause says in one sentence why a gap in it matters, and how to negotiate it. Where a FAR or DFARS clause is the reason for a position, the clause is named.
It was written for this product as a starting point. It is not legal advice, and your own counsel should review it before the company relies on it.
- The cybersecurity topic is required when the prime contract joined to the agreement carries DFARS 252.204-7012, DFARS 252.204-7021 or FAR 52.204-21
- The limitation on subcontracting is read where you buy, and is required when the prime contract carries FAR 52.219-14
- A clause you add to your own library joins the playbook, its standard the preferred position and its fallback the first fallback
Preferred, fallbacks and the walk-away
For each clause the positions run in order: preferred, the fallbacks you may give, and the walk-away, the last you accept, when there are three or more. Each position has its words, a sentence on what it gives and what it keeps, who must approve it, and when it may be used: for some kinds of agreement, inside a band of value, or only with some kinds of counterparty as Relationships names them.
The account owner or a manager changes any of it, for every agreement or for one kind and side, such as a subcontract where you buy. A clause keeps up to eight positions and twenty sets of words never accepted, and the words that place an agreement at each position are yours to change too. Back to ours puts the shipped positions back.
- A change is read against every agreement from then on
- Each change is written to the account's history, with who made it
- Find a clause by name in the Playbooks part of the Clause library
Who must approve a concession
Each position after the preferred one names who must approve it: nobody, the owner or a manager, the account owner, a named person, or anyone in a role you made under Roles and access. The preferred position never needs approval. In the playbook that ships, the further a position gives, the same or a more senior person approves it.
The Playbook review marks a clause amber when it sits at a position that needs approval and names who must approve it. When a version reaches that position, a step is added to the agreement's approval, owed by that person, and the agreement cannot be signed until it is approved. If a later version goes back to a position that needs no approval, the step is taken away. The suggested redline points to the nearest better position that needs no approval. An approval rule can also ask for approval whenever a clause departs from your library: when your fallback is used, a clause is changed from yours, or a required clause is missing.
Their paper, read against your playbook
Open the Review tab of an agreement and its newest version is read clause by clause in the Playbook review. Each clause is red, amber or green, with one reason: at your preferred position, at a fallback that needs no approval, at one somebody must approve, at one your playbook does not allow here, outside every position, saying words you never accept, or missing where your playbook requires it.
Beside each are your position, their words and the gap between them, with why the gap matters. Where it is not green there is a suggested redline: the nearest position your playbook allows, or the nearest better one that needs no approval. Accept it in a new version puts those words in place of theirs, or adds the clause as a section of its own before the signatures, so the compare shows exactly what changed.
On the agreement's own Document tab the same reading colours each clause of the text. Open a clause and the inspector shows where it sits among your positions, with the suggested redline beside it. An agreement type your company adds can be read against the clauses and playbook of one of the kinds that ship.
- Red first, then amber, then green, the costliest first within each
- Read by rule, as a reading to start from and not legal advice
- Every acceptance is written to the history of the agreement
a score with no reasons is a horoscope
What you give most
The Playbooks part of the Clause library shows what the company gives most. The newest version of each agreement is counted: a clause at a fallback, at the walk-away or at none of your positions is a position given. The table says which clauses are given most and where they went, then by counterparty and by kind of agreement. A clause given in most agreements is where your preferred position is worth another look, and a counterparty who wins the same concession every time is worth knowing before the next negotiation.
Comments on the words, and mentions
On the Document tab a comment is anchored to the words it is about. When a later version moves those words or changes them, the comment follows them and says so. Comments are threaded, resolved and opened again, and the resolved ones fold away.
Type @ and a name to mention somebody on the account who may read the agreement, and they are told in their alert inbox. A comment is internal unless it is marked as shared with the counterparty. An internal one is read only on the account. A shared one goes out with the Word file, and to the other side when the agreement is shared with them.
- Whoever wrote a comment, the owner or a manager can remove it.
- The comments of a restricted agreement are read only by those who may read it.
- Each comment is a line in the history of the agreement.
A Word file out, and their redline back
Download with tracked changes takes any version out as a .docx: clean, or with the changes from an earlier version shown as tracked changes in Word, with who made them and when. Comments come in the margin on the words they are about: the shared ones, every one, or none. Change tracking is left on, so the other side's edits come back tracked.
Bring in their redline (.docx) reads their Word file without Word. Their text becomes a new version of theirs, read against your playbook, and every insertion and deletion they tracked becomes a change to accept or reject, one at a time, or with Accept the rest and Reject the rest. Save the result as a version writes what you decided as the next version. Their comments come in as comments shared with them, and their file is kept in your library.
- A file of up to 20 MB, with up to 600 tracked changes to decide.
- Formatting changes are counted and not brought in.
- Each decision is kept with who made it and when.
AI redlines, only when AI is on
AI in Agreements is off for every account until we offer it and the account owner or a manager turns it on. When it is on, Review with AI on the AI tab reviews an agreement against your playbook, and every redline it suggests is one of your own positions, or as few changes to their words as reach one. A redline that is neither is replaced by the position itself. Nothing is written to the agreement until a person accepts it, and then it comes in as a new version, read by rule like any other.
Where it stops
Agreement playbooks come with Agreements on every paid plan. The playbook that ships is a starting point for your counsel to review, not legal advice, and a position it calls preferred is a choice, not the law. The review reads words by rule. A clause written in an unusual way can be read as missing or at no position, so the review shows the words it read for a person to check.
Related
- Agreements NewThe whole lifecycle, from the request to renewal or the end.
- Agreement intake and approvals NewApproval rules that ask for approval when a clause departs from yours.
- E-signature NewSharing a version with the other side, and signing what was agreed.
- Roles and access NewThe roles a position can name as its approver.
- The contracts handbook NewHow each term is read and negotiated, a page a subject.
- The platform NewWhere this sits among the eight parts of the product.
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Every code, every buying office, every vendor and every recompete, organized from the federal record and read nightly. Open it with a plan.