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:
- Locate the corresponding provision in the contract (it may not be present at all).
- Apply the rule — check the contract's position against the policy fields.
- Classify the outcome as
ok,risk, orreject. - 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") → statusok- Any action that begins with
request_(request_reduction/request_addition/request_revision/request_change/request_amendment) → statusrisk. The "request_" prefix is the signal: we still want the contract; we're going to negotiate. Even amust_be_absentclause whoseaction_if_presentisrequest_revisionis still risk, not reject. action_if_present(oraction_if_violated) ofreject_and_remove/reject/walk_away→ statusreject. 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:
- Heading match — try the playbook's
keyandlabelagainst the contract's section headings (e.g. playbookgoverning_law→ contract heading "Governing Law" or "Choice of Law"). - 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).
- 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: falsefinding, 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_absentrule as a numeric ceiling. If the playbook saysmust_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 itreject. - Granting credit for a partial feature. "Must allow destruction AND have backup carve-out" requires both. Don't mark
okfor 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.
