PLAYBOOK STRUCTURE
│
├── 1. SCOPE & APPLICATION
│   ├── Contract types covered
│   ├── Deal size thresholds
│   └── Industry-specific considerations
│
├── 2. PARTY IDENTIFICATION
│   ├── Our typical role (vendor/customer/licensor/etc.)
│   ├── Counterparty profiles
│   └── Risk tier classification
│
├── 3. CLAUSE-BY-CLAUSE POSITIONS
│   ├── Standard position
│   ├── Acceptable alternatives
│   ├── Fallback language
│   ├── Red lines
│   └── Escalation triggers
│
├── 4. RISK ASSESSMENT FRAMEWORK
│   ├── Severity ratings
│   ├── Cumulative risk scoring
│   └── Deal-breaker thresholds
│
├── 5. NEGOTIATION GUIDANCE
│   ├── Priority ranking
│   ├── Trade-off guidance
│   └── Tactical advice
│
├── 6. APPROVAL MATRIX
│   ├── Authority levels
│   ├── Escalation paths
│   └── Documentation requirements
│
└── 7. ADVANCED FEATURES
    ├── Litigation brief templates
    ├── Legal memo structure
    ├── Term sheet comparison workflows
    ├── Issue list automation
    ├── Risk visualization dashboards
    └── Efficiency metrics tracking

# PLAYBOOK: SaaS Customer Agreements
# Version: 2.0 | Last Updated: February 2026
# Owner: Commercial Legal Team

## 1. SCOPE & APPLICATION

### Contract Types Covered
- Software-as-a-Service (SaaS) agreements
- Cloud subscription agreements
- Platform-as-a-Service (PaaS) agreements
- Data processing addenda (as attached to above)

### Not Covered (Separate Playbook)
- On-premise software licenses
- Professional services agreements (see PS Playbook)
- Hardware purchases
- Reseller agreements

### Deal Size Tiers
- TIER 1 (< $50K ACV): Standard terms, minimal negotiation
- TIER 2 ($50K - $250K ACV): Moderate negotiation expected
- TIER 3 (> $250K ACV): Full negotiation, executive involvement

### Industry Considerations
- HEALTHCARE: HIPAA BAA required, heightened data security
- FINANCIAL SERVICES: SOC 2 Type II required, regulatory compliance
- GOVERNMENT: FedRAMP may apply, special flow-down clauses

## 2. PARTY IDENTIFICATION

### Our Role
We are always the CUSTOMER/SUBSCRIBER/LICENSEE.

### Counterparty Risk Tiers
- ESTABLISHED VENDOR: >5 years in business, >$100M revenue, SOC 2 certified
- GROWTH VENDOR: 2-5 years, $10-100M revenue, security certifications
- STARTUP VENDOR: <2 years or <$10M revenue, limited track record

Adjust risk tolerance based on counterparty tier.

### 3.1 LICENSE GRANT & SCOPE

#### Standard Position
- Non-exclusive, worldwide license to access and use
- Must include affiliates with reasonable definition
- No seat/user limits without clear counting methodology
- No restrictions on internal use cases

#### Acceptable Variations
- Named user model if pricing is favorable
- Geographic limitations if business doesn't need global
- Reasonable restrictions on competitive use

#### Red Lines (Escalate to Senior Counsel)
- Right to audit usage without reasonable notice/scope limits
- License tied to specific named individuals (vs. roles)
- Vendor can restrict features without consent

#### Approved Language
"Company grants Customer a non-exclusive, non-transferable,
worldwide license to access and use the Service during the
Term for Customer's internal business purposes, including
use by Customer's Affiliates and authorized contractors."

### 3.2 FEES & PAYMENT

#### Standard Position
- Annual payment, NET 30 from invoice
- Price lock for initial term minimum
- Pro-rated refund for early termination
- No hidden fees (implementation, support, training)

#### Acceptable Variations
- Quarterly payment acceptable for startups
- Price increase cap (≤5% per year)
- NET 45 if vendor requires

#### Red Lines
- Payment required before access
- No refund under any circumstances
- Price increases without cap or notice
- Automatic price escalation >10%

#### Approved Language (Price Cap)
"Vendor may increase fees upon renewal by providing at least
sixty (60) days' written notice, provided such increase shall
not exceed five percent (5%) of the prior term's fees."

### 3.3 TERM & TERMINATION

#### Standard Position
- Annual term, auto-renews unless cancelled
- 30 days termination for convenience notice
- Immediate termination for material breach (with cure period)
- Termination for insolvency events

#### Acceptable Variations
- 60-90 days termination notice
- Multi-year term with early termination option
- Auto-renewal if cancellation period is reasonable (≤60 days)

#### Red Lines
- No termination for convenience
- Termination fee >3 months remaining fees
- Auto-renewal with >90 days advance cancellation required
- Vendor can terminate without cause on short notice

#### Approved Language (Termination for Convenience)
"Either party may terminate this Agreement for convenience
upon thirty (30) days' prior written notice to the other
party. Upon termination for convenience by Customer, Vendor
shall refund any prepaid fees on a pro-rata basis."

### 3.4 WARRANTIES

#### Standard Position
- Service performs materially as documented
- Conformance to specifications
- Professional services performed professionally
- No material decrease in functionality during term

#### Acceptable Variations
- Knowledge qualifiers on title/IP warranties
- Reasonable disclaimers of implied warranties (if express cover)

#### Red Lines
- Complete disclaimer of all warranties
- No service level commitments whatsoever
- "AS-IS" for paid services

#### Required Warranty Language
"Vendor warrants that the Service will perform materially in
accordance with the Documentation during the Term. Vendor
further warrants that Professional Services will be performed
in a professional and workmanlike manner."

### 3.5 LIMITATION OF LIABILITY

#### Standard Position
- Mutual cap at 12 months fees paid/payable
- Uncapped carve-outs for: indemnification, IP infringement,
  confidentiality breach, gross negligence, willful misconduct
- Data breach liability: uncapped or 24-month cap minimum

#### Acceptable Variations (by Tier)
- TIER 1: Accept 12-month cap, standard carve-outs
- TIER 2: Push for 18-24 month cap, expanded carve-outs
- TIER 3: Negotiate hard for uncapped data breach, >24 month cap

#### Red Lines
- Customer liability uncapped
- Cap below total contract value
- No carve-outs for vendor misconduct
- Cap applies to indemnification obligations

#### Approved Language
"EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER
IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING
LIMITATION SHALL NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION
OBLIGATIONS; (B) VENDOR'S BREACH OF SECTION [DATA SECURITY];
(C) BREACH OF CONFIDENTIALITY OBLIGATIONS; (D) GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT."

### 3.6 INDEMNIFICATION

#### Standard Position
- Vendor indemnifies for IP infringement claims
- Vendor indemnifies for data breaches caused by vendor
- Vendor indemnifies for gross negligence/willful misconduct
- Mutual indemnification for third-party claims from breach

#### Acceptable Variations
- Knowledge qualifier on IP indemnity
- Carve-outs for customer modifications
- Reasonable procedures (notice, control, cooperation)

#### Red Lines
- No vendor indemnification for IP infringement
- No vendor indemnification for data breaches
- Customer indemnifies vendor for vendor's negligence
- Sole remedy for IP infringement is termination only

#### Approved Language (Vendor IP Indemnity)
"Vendor shall defend, indemnify, and hold harmless Customer
from and against any third-party claim alleging that the
Service, as provided by Vendor, infringes any patent, copyright,
trademark, or trade secret, and shall pay any resulting damages
awarded or settlement amounts. If the Service is found or
believed to infringe, Vendor shall, at its expense: (a) modify
the Service to be non-infringing; (b) procure the right to
continue using the Service; or (c) if neither is commercially
practicable, terminate the Agreement and refund prepaid fees."

### 3.7 DATA RIGHTS & SECURITY

#### Standard Position
- Customer owns all Customer Data
- Vendor has limited license only for service delivery
- Vendor cannot use data for any other purpose (including AI training)
- Delete/return data within 30 days of termination
- SOC 2 Type II required (or equivalent)
- Notification of breaches within 24-72 hours

#### Acceptable Variations
- Anonymized/aggregated data usage with strict limitations
- 45-day deletion window
- SOC 2 Type I if vendor pursuing Type II

#### Red Lines (MUST ESCALATE)
- Vendor owns or has rights to Customer Data
- Data used for AI/ML training
- No breach notification requirement
- No audit rights
- Data retained after termination indefinitely

#### Approved Language (Data Ownership)
"As between the parties, Customer owns all right, title, and
interest in Customer Data. Customer grants Vendor a limited,
non-exclusive license to use Customer Data solely to provide
the Service. Vendor shall not access, use, or disclose
Customer Data for any other purpose, including training
machine learning or artificial intelligence models."

### 3.8 CONFIDENTIALITY

#### Standard Position
- Mutual confidentiality obligations
- Reasonable definition of confidential information
- 3-5 year survival post-termination
- Standard exceptions (public knowledge, prior possession, etc.)
- Trade secrets protected indefinitely

#### Acceptable Variations
- 2-year survival acceptable for non-sensitive deals
- Return OR destruction option

#### Red Lines
- One-sided confidentiality
- No survival period
- No protection for Customer Data as confidential

### 3.9 MISCELLANEOUS

#### Standard Positions
- GOVERNING LAW: [Your preferred state, typically Delaware or CA]
- DISPUTE RESOLUTION: Courts of [state], or AAA arbitration
- ASSIGNMENT: Customer can assign to affiliate or acquirer without consent
- NOTICE: Email notice acceptable with confirmation
- ENTIRE AGREEMENT: Standard merger clause
- AMENDMENT: Written only, signed by both parties

#### Red Lines
- Mandatory binding arbitration with unfavorable rules
- Venue in vendor's obscure home jurisdiction
- No assignment even to affiliates
- Unilateral amendment rights for vendor

## MOTION PAPER STRUCTURE

### Header & Caption
- Court name, case number, judge assignment
- Caption in proper format
- Motion title with statutory basis

### MEMORANDUM OF LAW
1. INTRODUCTION (150-200 words)
   - One-sentence problem statement
   - Legal standard you must meet
   - Preview of argument structure

2. STATEMENT OF FACTS (200-400 words)
   - Only undisputed facts for motions
   - Cite to record (declarations, exhibits)
   - Chronological or logical order
   - Avoid argument mixed with facts

3. LEGAL ARGUMENT (Core brief)
   - Structured by element or claim
   - IRAC format: Issue → Rule → Application → Conclusion
   - Each major point as separate section
   - Sub-arguments nested below

4. CONCLUSION & RELIEF SOUGHT
   - Restate main contention
   - Specific relief (grant motion, deny cross-motion, etc.)

### FORMATTING STANDARDS
- 12-point Times New Roman
- 1.5-inch left margin, 1-inch other margins
- Double-spaced or 1.5-spaced
- Page limit: [Your jurisdiction standard]
- Header with case name, judge on each page

### COMMON PITFALLS TO AVOID
- Arguing facts as undisputed when genuinely disputed
- Burying key citations in footnotes
- Inconsistent citation format
- Emotional language or personal attacks
- Vague references to record ("see motion," "as discussed")

CLAUDE PROMPT FOR CITATION CHECKING:

"I've drafted this motion brief. Before I file it, I need you to:

1. Identify every legal citation in my brief
2. Check if each citation is correctly formatted for [jurisdiction]
3. Verify I haven't misquoted or mischaracterized any holding
4. Flag any citations that appear weak or should be strengthened
5. Suggest replacement authority if you find better cases

Here's the motion: [PASTE BRIEF TEXT]

I'll verify each citation myself, but I need your help spotting
issues before filing."

## INTERNAL LEGAL MEMORANDUM STRUCTURE

### HEADER
- TO: [Client contact]
- FROM: [Your name/firm]
- DATE: [Memo date]
- RE: [Issue identifier - matter, specific question]
- PRIVILEGED & CONFIDENTIAL - ATTORNEY-CLIENT PRIVILEGED

### I. QUESTION PRESENTED
Write as single sentence or short paragraph:
- Issue in dispute or decision point
- Relevant factual context (if brief)
- What you're analyzing

EXAMPLE: "Whether ABC Corporation's employment termination
of Senior VP Jones exposes the company to age discrimination
liability under the ADEA, given the documented performance
issues and documented warning letters."

### II. BRIEF ANSWER (Conclusion summary)
1-2 sentences answering the question:
- Your bottom-line conclusion
- Strongest supporting reason
- Confidence level ("likely," "probably," "unlikely")

EXAMPLE: "Likely exposed to moderate risk. While legitimate
performance concerns exist, the timing and circumstances create
appearance-based liability."

### III. FACTS
- Undisputed chronological facts only
- Avoid argument
- Include dates, documents, communications
- Flag ambiguous or disputed facts separately

### IV. LAW & ANALYSIS
For each applicable legal rule:

A. State the controlling law
B. Explain how law applies to facts
C. Address contrary positions
D. Reach tentative conclusion on that element

### V. RISK ASSESSMENT
Rate and explain:
- LITIGATION RISK: High/Medium/Low
- REGULATORY RISK: (if applicable)
- BUSINESS IMPACT: (if unfavorable outcome)
- RECOMMENDED MITIGATION: (specific steps)

### VI. RECOMMENDATIONS
- Primary recommendation with reasoning
- Alternative approaches and trade-offs
- Timeline for decision (if urgent)
- Next steps

### VII. LIMITATIONS
Always include section noting:
- Facts not yet verified
- Documents not yet reviewed
- Additional research needed
- Changes that would affect conclusion

## CLIENT OPINION LETTER STRUCTURE

### SALUTATION & INTRODUCTION
- Address client formally
- Identify matter and issue
- State you provide legal advice on this matter only
- Privilege notice

### FACTUAL SUMMARY
- Brief statement of facts you received
- How you determined these facts
- Caveat: "We have not independently verified..."
- Flag any information received only from client

### APPLICABLE LAW
- Jurisdiction(s) controlling law
- Relevant statutes, case law, regulations
- Explain law in client terms without being simplistic

### ANALYSIS OF YOUR SPECIFIC SITUATION
- Apply law to client's facts
- Discuss strongest arguments
- Explain counterarguments (don't hide them)
- Quantify risks where possible

### CONCLUSION
- Clear answer to the question posed
- Confidence level
- Caveats or qualifications

### RECOMMENDATIONS & NEXT STEPS
- Specific action items
- Timeline for implementation
- Alternative strategies
- When to contact us again

### LIMITATIONS ON ADVICE
- Scope is limited to stated question
- Based on facts as presented
- Assumes no change in law/facts
- Only we (not outside counsel) are authorized to give advice
- This is not a tax opinion, opinion on commercial reasonableness, etc.

### PRIVILEGE NOTICE
Standard language: "This letter is privileged and confidential..."

RISK ASSESSMENT SCALE

CRITICAL RISK (75-100% likelihood of loss)
- Immediate action required
- Consider settlement, business restructuring
- Escalate to senior management

HIGH RISK (50-74% likelihood)
- Serious exposure, likely negotiation needed
- Implement mitigation strategies
- Budget for potential liability

MEDIUM RISK (25-49% likelihood)
- Meaningful but manageable exposure
- Document defensive actions
- Standard business risk management

LOW RISK (10-24% likelihood)
- Manageable, no immediate action needed
- Continue normal business operations
- Monitor for changes in circumstances

MINIMAL RISK (1-9% likelihood)
- Unlikely but theoretically possible exposure
- Standard precautions sufficient
- Document briefly for insurance purposes

ALWAYS PAIR WITH NARRATIVE:
"Our assessment: [RATING] - approximately [X]% likelihood
of [specific unfavorable outcome], because [key reasons].
Risk is [increasing/stable/decreasing] due to [circumstances]."

## TERM SHEET vs. DEFINITIVE AGREEMENT CHECKLIST

### PRELIMINARY VERIFICATION
Before detailed review:
- [ ] Confirm same parties (no substitution of parties)
- [ ] Confirm term sheet was actually agreed/signed
- [ ] Identify which term sheet version (date, revision)
- [ ] Confirm effective date alignment
- [ ] Identify any intervening amendments to term sheet

### ECONOMIC TERMS VERIFICATION

PURCHASE PRICE / FEES
- [ ] Total consideration matches (base + contingencies)
- [ ] Payment timing/milestones identical
- [ ] Any earn-outs/holdbacks properly reflected
- [ ] Adjustment mechanisms for true-up calculations
- [ ] Currency and applicable exchange rates

TERM & RENEWAL
- [ ] Initial term length matches
- [ ] Renewal rights (auto-renewal, options) identical
- [ ] Termination rights and fees carry through
- [ ] Survival periods specified

SCHEDULE/TIMING
- [ ] Closing conditions and timeline honored
- [ ] Key dates (data delivery, integration, go-live) specified
- [ ] Milestone dates with consequences
- [ ] Delay provisions and remedies

### OPERATIONAL TERMS VERIFICATION

SCOPE OF WORK / DELIVERABLES
- [ ] Services/deliverables explicitly listed
- [ ] Acceptance criteria defined
- [ ] Change order process clearly stated
- [ ] Support/maintenance obligations specified

WARRANTIES & REPRESENTATIONS
- [ ] Baseline reps from term sheet carried to agreement
- [ ] No material new reps added without negotiation
- [ ] Survival periods unchanged from term sheet
- [ ] Limitations on liability and indemnification intact

### RISK ALLOCATION VERIFICATION

LIABILITY CAPS
- [ ] Cap amounts unchanged from term sheet
- [ ] Carve-outs (indemnity, IP, data breach) preserved
- [ ] Definition of "Losses" remains consistent
- [ ] No new uncapped categories of risk

INDEMNIFICATION
- [ ] Indemnifying party obligations unchanged
- [ ] Claim procedures (notice, control, cooperation) defined
- [ ] Caps and limitations on indemnity honored
- [ ] Insurance requirements (limits, types, duration) specified

DATA & IP RIGHTS
- [ ] Ownership of deliverables/results unchanged
- [ ] Background IP rights assignments clear
- [ ] License grants consistent with term sheet intent
- [ ] Confidentiality obligations and term sheet-congruent

INSURANCE & FINANCIAL SECURITY
- [ ] Insurance minimums from term sheet maintained
- [ ] Named insured provisions clear
- [ ] Financial hardship provisions (if any) carried forward
- [ ] Performance bonds/guarantees specified if mentioned

## TERM SHEET vs. AGREEMENT - GAP ANALYSIS TEMPLATE

### FLAGGED DEVIATIONS (Major Issues)

DEVIATION #1: PAYMENT TIMING
- Term Sheet: "Net 30 from invoice"
- Agreement: "50% upfront, 50% within 30 days of delivery"
- Impact: CASH FLOW - changes payment obligation by [X] days
- Approval: REQUIRES RENEGOTIATION [Escalate to Finance]

DEVIATION #2: LIABILITY CAP
- Term Sheet: "Capped at 12 months of fees paid"
- Agreement: "Capped at 6 months of fees paid"
- Impact: RISK - reduces our recovery by [X]%
- Approval: PARTNER APPROVAL NEEDED

### CLARIFICATIONS (Medium Issues)

CLARIFICATION #1: SCOPE DEFINITION
- Term Sheet: "Professional services as defined in SOW"
- Agreement: Lists specific services but excludes [item]
- Impact: SCOPE CREEP - client expects [item] included
- Approval: REVISIT WITH CLIENT before signing

### MINOR DETAILS (Low Priority)

DETAIL #1: NOTICE PROVISIONS
- Term Sheet: Silent on notice method
- Agreement: Specifies email to [addresses]
- Impact: ADMINISTRATIVE - ensure correct addresses
- Approval: CONFIRM CONTACT INFO before execution

CLAUDE PROMPT FOR TERM SHEET COMPARISON:

"I have a term sheet and a definitive agreement. I need you to:

1. Create a table of every substantive term from the term sheet
2. Show the exact corresponding language in the agreement
3. Flag any differences with a severity rating:
   - RED: Material change, affects risk/economics
   - YELLOW: Notable difference, should clarify
   - GREEN: Minor difference or clarification

4. For each RED/YELLOW item, explain:
   - What changed
   - Why this matters
   - Whether we should flag this for renegotiation

Here are the documents:
[PASTE TERM SHEET AND AGREEMENT]

Format your response as a comparison table that I can share
with the client and our team."

## ISSUE LIST GENERATION FRAMEWORK

### ISSUE TEMPLATE (for each redlined change)

ISSUE #[N]: [Short Title]
- **Party Making Change**: [Counterparty] or [Us]
- **Original Language**: "[quoted text]"
- **Proposed Language**: "[quoted text]"
- **Clause**: [Section number and name]
- **Impact Category**: [Risk/Commercial/Administrative]
- **Our Position**: [Preferred outcome]
- **Counterparty Likely Position**: [What they want]
- **Middle Ground Options**: [1-2 compromise positions]
- **Priority**: [Must-Have / Nice-to-Have / Can-Concede]
- **Status**: [Open / Flagged for Discussion / Tentatively Resolved]
- **Notes**: [Any context for negotiation team]

### ISSUE LIST CONSOLIDATION

For multiple redlines addressing same issue:

COMBINED ISSUE #[N]: [Topic]
- **Raised by**: Counterparty in Round [X] and Round [Y]
- **Locations**: Section 3.2 (Fees), Section 4.1 (Expenses), SOW
- **Pattern**: Counterparty attempting to add/expand [concept]
- **Cumulative Impact**: If all changes accepted, [adverse outcome]
- **Recommended Response**: [Unified negotiation strategy]

## NEGOTIATION ROUND TRACKER

### ROUND 1 (Dates: [X] to [Y])
Redlines Received: [Date] from [Party]
Total Issues Raised: [N]
- RED: [N] issues
- YELLOW: [N] issues
- GREEN: [N] issues

Our Response Provided: [Date]
Issues Conceded: [List with brief rationale]
Issues Outstanding: [List with status]

Next Expected Input: [Date/Trigger]

---

### ROUND 2 (Dates: [X] to [Y])
Redlines Received: [Date] from [Party]
Issues Previously Open: [N]
- Resolved: [N]
- Refined: [N]
- New Issues Raised: [N]

Status Summary:
- [X] issues now agreed
- [Y] issues in active negotiation
- [Z] issues on hold pending business approval

Recommendation: [Escalate/Continue negotiating/Prepare to walk]

ISSUE STATUS DEFINITIONS

RESOLVED
- Both parties have agreed to final language
- Documented in redline or memo
- Can reference in final agreement
- No further action needed

ACTIVE NEGOTIATION
- Proposal on table from one side
- Waiting for substantive response
- Expected decision/counter-proposal by [date]
- Escalation trigger: if no response by [date]

FLAGGED FOR DISCUSSION
- Issue identified but not yet negotiated
- Awaiting business approval for negotiating position
- Hold pending [business input/legal analysis/etc.]
- Review trigger: [specific event or date]

ON HOLD
- Party requested pause (timing, strategy, etc.)
- Document when and why it was paused
- Trigger for resumption: [defined condition]
- Risk: May need re-negotiation if agreement not closed

WITHDRAWN/CONCEDED
- One party has withdrawn their position
- Clearly document whether we or counterparty conceded
- What did we receive in exchange (if we conceded)?
- Include in final agreement without further negotiation

## PRIORITIZED OPEN ITEMS REPORT

### TIER 1: MUST RESOLVE BEFORE SIGNATURE
Issues that are deal-breakers or create unacceptable risk
- Issue #3: Unlimited liability cap
- Issue #7: Customer termination right restrictions
- Issue #12: Data breach notification timeline

**Recommendation**: Make final push on these before
setting signature deadline. Escalate to partner if
counterparty won't move.

### TIER 2: SHOULD RESOLVE IF POSSIBLE
Significant deviations from playbook, but deal can
proceed if necessary

- Issue #5: Shortened payment terms
- Issue #9: Expanded confidentiality scope
- Issue #14: SLA non-achievement remedies

**Recommendation**: Trade these proactively. "We'll concede
Issue #5 if you concede Issue #9."

### TIER 3: NICE-TO-HAVE / LOWER PRIORITY
Minor issues; market-standard alternatives acceptable

- Issue #2: Notice method specification
- Issue #6: Formatting of exhibits
- Issue #11: Annual audit scope

**Recommendation**: May concede for goodwill if negotiation
stalls on Tier 1/2 items.

---

## OPEN ITEMS SUMMARY FOR CLIENT

| Issue # | Topic | Our Position | Current Offer | Recommendation |
|---------|-------|--------------|----------------|-----------------|
| 3 | Liability Cap | Uncapped data breach | 12-month cap | Stand firm |
| 5 | Payment Terms | NET 30 | 50/50 split | Concede if needed |
| 7 | Termination | 30-day notice | Locked term | Escalate |

## CONTRACT RISK DASHBOARD TEMPLATE

### OVERALL RISK PROFILE
┌─────────────────────────────────────────┐
│  CONTRACT RISK: MODERATE (Score: 6)     │
│                                          │
│  Deal: [Contract Name]                   │
│  Party: [Counterparty]                   │
│  Value: [Contract Value]                 │
│  Date Reviewed: [Date]                   │
└─────────────────────────────────────────┘

### RISK BY CATEGORY

LIABILITY & INDEMNITY: HIGH
- Liability cap below 12-month threshold
- Data breach carve-out missing
- Indemnity scope limited
ACTION REQUIRED: Renegotiate before signing

DATA & SECURITY: MEDIUM
- SOC 2 Type I (not Type II)
- Breach notification 72 hours (we prefer 24)
- Annual audit rights only
ESCALATE: For healthcare/financial clients

TERMINATION & FLEXIBILITY: LOW
- 30-day termination for convenience
- Pro-rata refund on prepaid fees
- Reasonable cure periods
ACCEPTABLE: Meets playbook standard

COMMERCIAL TERMS: MEDIUM
- Price locked for 2 years (prefer 1)
- 4% annual increase (cap is 5%)
- Annual payment required (prefer flexibility)
NEGOTIATE: Push for more flexibility

### RISK TREND

Round 1 (Received): 8 issues (3 RED, 4 YELLOW, 1 GREEN)
Round 2 (Proposed): 5 issues (1 RED, 3 YELLOW, 1 GREEN)
Current Status: 6 issues open (1 RED, 4 YELLOW, 1 GREEN)

Trend: Improving slightly; vendor is responsive to feedback
Alert: Red issue on liability cap still unresolved

CLAUDE PROMPT FOR RISK DASHBOARD:

"Create a one-page visual risk dashboard for this contract.
I need:

1. Overall risk color (RED/YELLOW/GREEN) with numerical score (0-10)
2. Risk by category grid (Liability, Data, Terms, Ops, etc.)
3. Red flags highlighted clearly
4. Trend line showing improvement/degradation
5. Executive summary bullet points for C-suite
6. Clear recommendation (Approve / Negotiate / Escalate / Reject)

Format it so a busy CEO can understand key risks in 30 seconds.

Here's the contract analysis:
[PASTE YOUR DETAILED ANALYSIS]"

## BOARD-READY RISK SUMMARY

### 1-MINUTE EXECUTIVE SUMMARY

We are entering into a [TYPE] agreement with [VENDOR] for
[DESCRIPTION] at a cost of $[X] over [Y] years.

**Key Risks**: [1-2 sentences on main exposure]

**Recommendation**: [APPROVE / CONDITIONAL APPROVAL / ESCALATE]

**Approval Level**: [Committee/Board/Management/Partner required]

---

### KEY METRICS
- Contract Value: $[X] | ACV: $[Y]
- Term: [Duration] | Auto-renew: [Yes/No]
- Risk Score: [0-10] | Rating: RED/YELLOW/GREEN
- Unresolved Issues: [N] | Critical Issues: [N]

---

### TOP 3 RISK FACTORS
1. [Risk]: Impact if realized: [financial or operational impact]
   Mitigation: [What we're doing to manage]

2. [Risk]: Impact if realized: [financial or operational impact]
   Mitigation: [What we're doing to manage]

3. [Risk]: Impact if realized: [financial or operational impact]
   Mitigation: [What we're doing to manage]

---

### COMPARISON TO STANDARD PLAYBOOK
- Deviations from playbook: [N] (acceptable for this deal size/type)
- Escalation authority available: [Yes/No]
- Precedent impact: [None / Minor / Significant]

---

### FINAL RECOMMENDATION & NEXT STEPS
[Clear recommendation with rationale]

Approval Authority: [Who must sign off]
Timeline: [When decision/signature needed]
Escalation Path: [If not approved]

## TIME TRACKING TEMPLATE

### PROJECT-LEVEL METRICS

Project: [Contract Review / Negotiation / Brief Drafting]
Matter: [Client/Deal Name]
Review Period: [Dates]

#### MANUAL ESTIMATE (Time if done entirely by lawyer)
- Initial review: [X] hours
- Issue identification: [X] hours
- Playbook matching: [X] hours
- Memo/report drafting: [X] hours
- Final review/refinement: [X] hours
**SUBTOTAL: [Y] hours**
**Blended Rate Cost: $[Z]** (at [hourly rate])

#### CLAUDE-ASSISTED ACTUAL TIME
- Uploading/structuring documents: [X] hours
- Claude analysis review: [X] hours
- Refinement of Claude output: [X] hours
- Final review: [X] hours
**SUBTOTAL: [Y] hours**
**Blended Rate Cost: $[Z]** (at [hourly rate])
**CLAUDE API COST: $[amount]**

#### TIME SAVINGS
- Hours saved: [N] hours ([X%])
- Cost saved (net of API): $[amount]
- Hourly equivalent value: $[amount/hour]
- ROI on Claude subscription: [X times]

#### QUALITY COMPARISON
- Analysis completeness: [More / Same / Less] comprehensive
- Issue detection: [Better / Same / Worse]
- Recommendation quality: [Better / Same / Worse]
- Client satisfaction: [Improved / Same / Concern]

## NEGOTIATION EFFICIENCY METRICS

### ROUND ANALYSIS

| Round | Days | Issues Closed | New Issues | Response Time | Sentiment |
|-------|------|---------------|-----------|---------------|-----------|
| 1 | 5 | 0 | 12 | 3 days | Demanding |
| 2 | 4 | 4 | 3 | 1 day | Flexible |
| 3 | 6 | 5 | 2 | 2 days | Collaborative |
| 4 | 3 | 7 | 0 | 1 day | Ready to sign |

### NEGOTIATION TRENDS
- **Convergence**: Round 1-4 shows [X]% improvement in concessions
- **Pace**: Average turnaround improving [X] days per round
- **Quality**: Fewer duplicate/contradictory redlines
- **Momentum**: [Name] now closing rather than opening

**Assessment**: On pace to close in [X] additional days/weeks
**Forecast**: Based on current trend, expected signature: [Date]

### TIMELINE COMPARISON
Actual vs. Forecast:
- Initial estimate: [X] business days
- Current tracking: [Y] business days ([Z]% ahead/behind)
- Variance explanation: [Why faster/slower than expected]

## PLAYBOOK SUCCESS METRICS

### MONTHLY SUMMARY
- Contracts reviewed: [N]
- Matters closed: [N]
- Average negotiation rounds: [X]
- Average days to closing: [X]

### PLAYBOOK ADHERENCE
- Contracts fully compliant with playbook: [X%]
- Contracts with escalations: [X%]
- Escalations approved without changes: [X%]
- Escalations requiring modification: [X%]

### ISSUE RESOLUTION RATES
- Redline issues resolved in first round: [X%]
- Requiring escalation to partner: [X%]
- Requiring escalation to managing partner: [X%]
- Requiring business approval: [X%]
- Abandoned/walked from: [X%]

### OUTCOME METRICS
- Playbook position fully achieved: [X%]
- Playbook position mostly achieved (80%+): [X%]
- Material deviation from playbook: [X%]
- Client satisfaction rating: [X/10]

### COMPARATIVE ANALYSIS
| Metric | Before Playbook | After Playbook | Change |
|--------|-----------------|-----------------|--------|
| Avg. days to close | 28 | 16 | -43% |
| Escalations/contract | 2.3 | 0.8 | -65% |
| Client request revisions | 3.2 | 0.9 | -72% |
| Partner involvement hours | 8 | 2.5 | -69% |
| Cost per contract | $2,400 | $890 | -63% |

## PLAYBOOK ROI FRAMEWORK

### IMPLEMENTATION COSTS
- Playbook development time: [X] hours @ $[rate] = $[Y]
- Tool/platform setup: $[amount]
- Training and rollout: [X] hours @ $[rate] = $[Y]
- Ongoing maintenance/updates: [X] hours/month

**TOTAL IMPLEMENTATION: $[amount]**

### MONTHLY OPERATING COSTS
- Claude API usage: $[amount]
- Platform subscription (if applicable): $[amount]
- Lawyer time maintaining playbook: [X] hours
- **MONTHLY COST: $[amount]**

### MONTHLY BENEFITS
- Hours saved per contract: [X] hours
- Contracts per month: [Y]
- Total hours saved: [X x Y] = [Z] hours
- At blended rate $[rate]: $[monthly benefit]

Less API and platform costs: - $[operating cost]
**NET MONTHLY BENEFIT: $[amount]**

### ANNUAL ROI
- Annual implementation cost: $[amount]
- Annual operating cost: $[amount]
- Annual gross benefit: $[amount]
- Annual net benefit: $[amount]

**PAYBACK PERIOD: [X] months**
**ANNUAL ROI: [X%]**
**3-YEAR ROI: [X%]**

### INTANGIBLE BENEFITS
- Faster turnaround improves client relationships
- Reduced escalations increase associate autonomy
- Consistent standards reduce malpractice risk
- Knowledge capture aids firm stability
- Higher-quality analysis improves outcomes

I'm uploading a contract I previously reviewed. Analyze it against
our playbook and provide your clause-by-clause assessment with
risk ratings. I'll compare your analysis to my original review
to calibrate our playbook instructions.

## ROLE-BASED POSITIONS

### When We Represent CUSTOMER
[Customer-favorable positions]

### When We Represent VENDOR
[Vendor-favorable positions]

### Determining Our Role
Always ask: "Am I reviewing this as customer or vendor?"
Default to CUSTOMER if not specified.

## HEALTHCARE ADDENDUM

Additional requirements when counterparty handles PHI:
- HIPAA Business Associate Agreement required
- Breach notification within 24 hours
- Minimum cyber insurance: $5M
- Annual security audit rights

## KNOWN COUNTERPARTY POSITIONS

### Amazon Web Services
- They will never accept unlimited liability
- Focus negotiation on: data security and breach notification
- Usually accept: enhanced audit rights

### Salesforce
- Standard DPA available at [link]
- Negotiable items: [list]
- Never negotiable: [list]

# PLAYBOOK: [Contract Type]

## 1. SCOPE
What contracts this covers: [description]

## 2. OUR ROLE
Typical party we represent: [vendor/customer/licensor/etc.]

## 3. CLAUSE-BY-CLAUSE POSITIONS
   ### [Clause 1]
   - Standard: [Position]
   - Acceptable: [Variations]
   - Red Lines: [Must escalate]
   - Language: [Approved text]
   ### [Repeat for all key clauses]

## 4. RISK ASSESSMENT FRAMEWORK
   - RED criteria
   - YELLOW criteria
   - GREEN criteria
   - Scoring methodology

## 5. NEGOTIATION PRIORITIES
   [Ranked list of fight-for items]

## 6. APPROVAL MATRIX
   [Authority levels by issue type]

## 7. SPECIALIZED TEMPLATES
   - Litigation brief structure (if applicable)
   - Memo templates (if applicable)
   - Dashboard format (if applicable)

Review this [contract type] against our firm's playbook.
Provide a clause-by-clause analysis with risk ratings
(RED/YELLOW/GREEN). Flag any deviations from playbook positions
and recommend negotiation strategy.

Create a one-page risk dashboard for this contract.
Include overall risk score, category breakdown, red flags,
and executive summary suitable for board presentation.

The counterparty just sent redlines. Extract all substantive
changes and create an issue list with impact analysis, our
position, their likely response, and middle ground options.

Help me structure this motion brief for [specific motion].
Identify the legal standard, key case law, and organize
my argument by element. Check my citations for accuracy.

Update the negotiation tracker. We're now in Round [X].
Show what's resolved, what's outstanding, and recommend
next steps for the remaining open items.

## QUARTERLY METRICS REPORT

### Volume Metrics
- Contracts reviewed: [N]
- Playbook applied: [N] ([X%])
- Matters closed: [N]
- Revenue impact: $[amount]

### Efficiency Metrics
- Average review time: [X] hours (vs. [Y] hours before)
- Escalations required: [X]% (vs. [Y]% before)
- Renegotiation rounds: [X] (vs. [Y] before)

### Quality Metrics
- Playbook adherence: [X]%
- Client satisfaction: [X/10]
- Dispute rate: [X]% (disputes as % of closed deals)

### Financial Metrics
- Cost per contract: $[X] (vs. $[Y] before)
- Margin per hour: $[X] (vs. $[Y] before)
- API costs: $[X] (vs. rate of $[Y/month])
- Total ROI: [X%]

### Trend Analysis
- [Month 1]: [metric scores]
- [Month 2]: [metric scores]
- [Month 3]: [metric scores]
- Assessment: [Improving/Stable/Declining]