AI agent · Legal · Review against rules
Contract review against a playbook
The software reads counterparty paper clause by clause, compares each position with your playbook and hands the lawyer a list of deviations with the approved fallback wording. The lawyer still decides what to accept and what goes back to the other side.
Typical volumes for this process, not a client figure.
Every clause compared to a standard position, by a lawyer.
Deviations flagged with the fallback language, lawyer decides.
Where the time goes today
Contracts reach the legal team on the other side's paper: a supplier's master agreement, a customer's purchasing terms, a non-disclosure agreement with an unusual carve-out. A lawyer or contract manager opens the document next to the playbook, the table that sets out, for each clause type, your standard position, the fallbacks you will accept and the point where you walk away. Liability caps, indemnities, governing law, termination, data protection, intellectual property, assignment, payment terms.
Much of the time goes on finding and mapping, not on judgement. The counterparty's numbering and headings do not follow yours, so liability may be split across three clauses and a schedule. A contract that matches the playbook still needs a full read, because nobody knows it is clean until someone has read it. Simple agreements queue behind complex ones, and the business chases legal for a signature date.
Errors come from the places a tired reader skips. A definition of 'Losses' that quietly narrows the indemnity. An order-of-precedence clause that lets the supplier's online terms override the signed document. A data-processing addendum that is referred to but not attached. And playbook drift: the playbook was updated last quarter, but a reviewer copies fallback wording from an old deal.
How the agent works
- Segment the contractThe agent splits the document into clauses, resolves numbering and cross-references, and reads the definitions each clause depends on. Schedules and order-of-precedence clauses are read, not skipped.
- Map to playbook topicsEach clause is mapped to a playbook topic. Where one topic spans several clauses, they are grouped and every clause reference is kept.
- Compare the positionFor each topic the agent records the contract's position, your standard, and whether it is standard, within an approved fallback or outside. It also lists topics the playbook requires that the contract does not cover at all.
- Draft the mark-upFor each deviation it inserts the playbook's fallback wording as a tracked change or comment, citing the rule. Where the playbook has no fallback, it says so rather than writing a new legal position.
- Route by riskContracts with nothing outside the fallbacks go to a lawyer for a short confirmation. Contracts with walk-away items go to the right person by value and topic, for example data protection to privacy counsel.
What stays with a person
The lawyer decides. Accepting a deviation, trading positions across clauses (a lower cap in exchange for a wider carve-out), reading the commercial context of a strategic customer: none of that is in a playbook, and the agent does not pretend otherwise. Nothing goes to the counterparty until a lawyer has sent it.
Legal also owns the playbook. When the same deviation is accepted again and again, that is a signal that the standard position no longer reflects practice. The agent can show the pattern; changing the position is a person's call.
What it reads, what it produces
| It reads | It produces |
|---|---|
| The contract, in Word or PDF with a text layer, including schedules | A deviation report: topic, clause reference, contract position, playbook position, status |
| Your playbook: positions, fallbacks, walk-away points and escalation rules | A marked-up draft with fallback wording as tracked changes |
| The deal record in your CRM or procurement system: value, counterparty, contract type | A routing decision with the reason |
| Previously signed agreements with the same counterparty | A record of which playbook version was applied |
| Your approval matrix for who may accept which deviation |
Controls that come with it
- Every flag cites the clause number and the playbook rule, so a lawyer can check it against the source in seconds.
- The playbook is versioned; each review records the version used, and a playbook change is tested on the reference set before it goes live.
- Contracts marked standard are confirmed by a lawyer until the reference set shows no missed walk-away items; after that, a sample is reviewed each month.
- When the structure cannot be mapped with confidence, for example a poor scan, the whole contract goes to manual review rather than a partial report.
- The agent never sends anything to the counterparty.
How you know it works
- Missed deviations on walk-away topics, against lawyer-reviewed reference contracts
- Time from receipt to first mark-up, by contract type
- Share of flags the lawyer dismisses as not a real deviation
- Lawyer time per contract, before and after
Is your process ready?
- Written rules: a playbook exists with concrete positions and fallbacks per clause type. If it lives in senior lawyers' heads, write it first.
- Systems: contracts arrive as editable files or searchable PDFs in an inbox or repository the agent is permitted to read.
- Cheap check: a lawyer verifies a flag by reading one clause and one rule.
- Volume: dozens of repeat contract types a month repay the build; ten bespoke deals a year do not.
- Same description: lawyers across teams apply the same fallbacks, not private positions of their own.
The five candidacy checks are explained, with an exam, in the free Module 01.
What goes wrong
- A playbook written as principles ('a reasonable cap') rather than positions ('twelve months' fees, minimum') gives the agent nothing to compare against.
- Definitions and schedules left out of the comparison, so a clean-looking clause is undone elsewhere.
- Terms incorporated by a web link the agent has not seen; it must say so, not assume they are harmless.
- Fallback wording pasted in without conforming it to the counterparty's defined terms.
- Lawyers stop reading standard contracts before anyone has measured what the agent misses.
Questions we get
Does the agent negotiate with the other side?
No. It prepares the lawyer's position: the deviations, the playbook rule behind each, and the fallback wording ready to send. The lawyer reviews the mark-up, changes what needs changing and sends it. Replies from the counterparty can be run through the same comparison, so the lawyer sees what moved between drafts, but every exchange with the other side is a lawyer's action.
What if our playbook does not cover a clause?
The agent reports it as uncovered rather than guessing a position. A contract with an uncovered topic goes to a lawyer with that topic highlighted. Over a few months, the list of uncovered topics becomes a practical to-do list for extending the playbook, based on what counterparties actually send you rather than what anyone expected them to send.
How do we know it is not missing things?
Before go-live, the agent is run on a set of past contracts that lawyers have already reviewed, with every deviation marked. You compare its report with theirs, topic by topic. The number that matters is missed walk-away items, which should be zero. The same set is re-run whenever the playbook or the software changes.
Can it review contracts in more than one language?
It can read contracts in other languages and compare them with a playbook written in yours, but the fallback wording then needs to exist in the contract's language too. Until you have tested it on past contracts in that language, route those contracts to a lawyer who reads it, with the agent's report as a starting point rather than a result.
Want this agent on your process?
Tell us about your version of this process — volumes, systems, what goes wrong. A person answers with an approach and a price, usually within two working days, or tells you it is the wrong project.