---
name: contract-playbook-review
description: Reviews a commercial contract against a company playbook, records missing or non-standard clauses with exact citations, and proposes fallback positions. Use for procurement, sales, SaaS, services, and contract redline preparation.
license: Apache-2.0
metadata:
  adlass.categories: "legal-compliance/contract-review"
  adlass.industries: ""
  adlass.tags: "contract-review,playbook,deviations,clauses,negotiation,redline"
  adlass.adaptation: "reference-doc"
  adlass.source: "original"
  adlass.version: "1"
---

# Contract playbook review

## Purpose

Compare one contract with the approved playbook and turn each clause deviation into a cited issue, severity, and permitted fallback position.

## Scope

Review parties, term, scope, fees, payment, delivery, acceptance, warranties, service levels, data handling, intellectual property, confidentiality, liability, indemnity, insurance, termination, renewal, assignment, audit, governing law, and order of precedence.

**Excluded:** enforceability opinions, negotiation with the counterparty, and drafting a complete replacement contract.

## Data basis

- Contract draft including schedules, order forms, exhibits, and signature page.
- Company playbook with preferred, fallback, and unacceptable positions.
- Optional approved deal summary, prior version, pricing schedule, and deviation approvals.

## Result

An issues sheet with clause, citation, playbook position, deviation, severity, fallback wording, and approval dependency, plus a concise decision memo.

## Quality criteria

- Every checklist topic has a match, deviation, or “not addressed” row.
- Every issue cites clause, page, schedule, or exact quoted wording.
- Severity comes from the playbook; an absent rule is marked default, not silently invented.
- The memo contains no issue absent from the sheet.

## Instructions

Read schedules and order forms with the main agreement because definitions and liability limits may be cross-referenced. Preserve the contract’s defined terms and quote only decisive wording. Treat a missing mandatory clause as a deviation. Apply the playbook’s approval route and fallback order; do not convert a business preference into a legal conclusion. Flag conflicts between body, schedule, and order of precedence separately.

When a clause is absent, distinguish “not addressed” from “not applicable.” Treat an order form as controlling only when the precedence clause supports that conclusion. Keep monetary exposure in the contract currency and identify whether a cap is aggregate, per claim, or per event.

## Adapt before use

- Add the current contract playbook and deviation-approval matrix to scope.
- Define the deal type, risk owner, and fallback language for liability, data, IP, termination, and payment.
- Confirm the company’s preferred governing law, signature authority, and clause taxonomy.