Contract review and redlining that drafts the fallback and names the approver before counsel opens the paper
Counterparty contracts redlined and back in under two days.
See one case, screen by screen ↓Software that reads a counterparty's contract against your playbook, flags the clauses that deviate and drafts the tracked-changes redline. Contract Review & Redlining adds six agents that score every clause, draft each fallback from your approved ladder and route every deviation to its approver, for counsel to decide clause by clause.
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Every vendor wants to sign on its own paper — the analytics provider, the market research agency, the CRO, the data licensor, the cold-chain carrier. Counsel reads 40 to 60 clauses against the playbook by hand, types each markup from memory and works out who must approve every deviation: 2–3 hours a paper while the business waits for its launch dashboards or its study to start.
The risk hides in a handful of clauses. A liability cap of three months of fees that also covers data breaches, a vendor that wants to train its models on your sales and claims data, a market research agreement that records patient interviews but says nothing about protecting their health data, a commercial vendor with no anti-bribery or debarment warranty. And different counsel accept different positions for the same risk, with no record of who approved what — a gap when Finance needs SOX evidence.
Estimated split, in hours, for a 40–60 clause vendor agreement reviewed by hand and with the solution.
Six specialist agents score every clause against your playbook and draft the fallback; counsel decides each clause in one click.
Halvorsen Analytics sends its own Master Subscription & Services Agreement v3.2 — 18 pages, 46 clauses, $2.4M over 3 years — for brand performance analytics for the Veltrimab launch, built on Northwind Bio's sales and claims data. Here is what happens next, screen by screen, in the working solution.
Omar's Contracts screen holds 12 contracts on the other side's paper, plotted by value and risk. Halvorsen, requested by Dana Okafor, is with counsel with 1 day left; Quillon Insights' market research agreement arrived at 08:52 and is not scored yet; Brightlane Cold Chain is 3 days overdue, waiting on Grace Whitfield in Finance.
“I don't need help reading. I need the fallback already drafted and the right approver already named.” — Omar Haddad
Paper intake splits the 18 pages into 46 clauses and reads the definitions (“Client Data”). The clause matcher maps them to the playbook's clause families, and the deviation scorer finds 37 that match, 9 issues and 1 required clause missing. The redline drafter writes 8 tracked changes from the fallback ladder in the paper's own defined terms, and the approval router names Omar Haddad, Ruth Adeyemi for privacy and Grace Whitfield for Finance.
Each agent's step is shown as it runs, with what it found.
The clause risk scorecard ranks every issue: §9.2 Limitation of liability 92, §11.1 Ownership of deliverables 88, §7.4 Use of Client Data to train models 81, §15.4 Anti-bribery, debarment & transparency 66 and missing. Governing law, Delaware, scores 18 and is accepted by rule. The screen lands on §9.2: their cap is three months of fees, and it covers security incidents.
Why it matters: “The cap is three months of fees — about $200,000 on an $800,000-a-year contract — and it also covers data breaches. Halvorsen will hold Northwind sales and claims data, so a breach could cost far more.”
Playbook v4.2's standard for liability is 12 months of fees with data protection breaches uncapped; it needs no approval, and Ines Duarte, contract manager, files it. Fallback 1 — 12 months with a separate breach cap of 3× annual fees — is Omar's to approve; Fallback 2, at 2×, is Lena's. Anything below 12 months is past the walk-away line and only Helen Marsh, General Counsel, can make the exception. Kestrel Cloud accepted Fallback 1 in April 2026.
Extra approver rule: “Finance when the cap is below 12 months of fees.”
Omar clicks Use fallback 1. The drafted wording goes into §9.2 as a tracked change labelled with its rule, the score tile turns to “Fallback 1 inserted”, and the screen moves to the next issue, §11.1 Ownership of deliverables, where Fallback 1 is already drafted too.
“Fallback 1 written into §9.2 as a tracked change · rule LL-F1 · next: §11.1 Ownership of deliverables”
The consistency checker reads every tracked change against the paper's definitions, numbering and cross-references. It changed “Customer Data” to the agreement's “Client Data”, added a definition for “Applicable Anti-Corruption Laws” to §1, and flags that their §14.3 points to a Section 13.2 that does not exist. It proposes §14.4, and the fix waits for Omar to confirm.
The consistency checker fixes only drafting, never a position.
The route is built from the approval matrix and the rules in Settings, and updates as positions change. Omar approves his Fallback 1 items; Ruth Adeyemi, privacy counsel, signs §7.4 Use of Client Data to train models; Grace Whitfield, Finance controller, signs the $2.4M commitment over 3 years.
“Finance approval is stored with the deviation and amount for SOX testing.”
Omar approves with the meaning “the deviations listed are acceptable within my authority”; Ruth and Grace approve from the email link. He sends Halvorsen_MSSA_v3.2_Northwind-redline_Oct7.docx with Dana Okafor copied and a cover note listing the main points — inside the 3-business-day target.
“8 tracked changes · internal comments removed · metadata cleaned”
Quillon Insights' $380k agreement covers thirty recorded interviews with gastroenterologists and twenty with patients — and says nothing about how their personal and health data is protected. The agents score the missing clause 94 and draft the standard HD-S for counsel to insert: use respondent data only for the study under Northwind's data processing terms, record consent before each interview, notify any breach within 48 hours and delete the data within 90 days. A Settings rule adds Dr. Kofi Mensah, the data protection officer, to the route.
“Interviewers will record twenty patients talking about their treatment. That is health data: it needs recorded consent, processing terms and a breach notice Northwind can act on.”
Every Monday all reviewed papers are read for positions the playbook does not cover. Three clause types have no position — supplier use of AI tools on Northwind content (11 papers), scope-3 emissions data requests (7) and warranties for AI-generated output (6) — and two fallbacks are accepted almost always: Delaware law, 31 of 33, and net 45 for suppliers under $250,000, 18 of 21. Each comes with a proposal for Lena.
“A playbook change is only made when Lena Ortiz approves it.”
The same contract, seen by the people who review, approve and wait for it — what their week looked like, and what it looks like now.
Six specialist agents score every clause against your playbook and draft the fallback; counsel decides each clause in one click.
Turns a Word or PDF contract into numbered clauses, reads its definitions and party names, and records value, term and requester.
Maps each clause to a playbook family — liability, ownership, data use, audit, renewal, payment, health data and more — and spots required clauses that are missing.
Places their wording on the fallback ladder, explains why it matters for this contract with numbers from the paper, and scores the risk from severity, value and clause weight.
Writes tracked changes from the approved fallback text, in the paper's own defined terms and numbering.
Checks the redline for defined terms, numbering, cross-references and tracked-change hygiene before anything leaves the company.
Builds the approval route from the matrix and the rules in Settings — counsel, Associate GC, General Counsel, Finance, privacy counsel and the data protection officer — and collects approvals by email or chat.
Decides each clause. The agents propose; a named person decides.
Ask in plain words about any paper, clause or approval — or say what to change. Answers point to the clause and the playbook rule they rest on.
Why is Halvorsen's liability cap a problem?
Their §9.2 caps Halvorsen's liability at three months of fees — about $200,000 — and the cap also covers data breaches. The playbook floor is 12 months of fees with a separate data-breach cap; anything below is past the walk-away line. Fallback 1 is drafted: 12 months of fees and a breach cap of 3× annual fees — the same position Kestrel Cloud accepted in April. Omar can approve it himself.
Does Quillon's market research agreement protect respondents' health data?
No. Its interviewers will record 30 gastroenterologists and 20 patients talking about their treatment, but the agreement has no data protection clause. The standard clause limits use of their data to the study, records consent first, notifies any breach within 48 hours and deletes the data within 90 days. Dr. Kofi Mensah, the data protection officer, signs off.
What are the renewal terms on Halvorsen?
§14.2 renews automatically with a 90-day notice window and up to 9% a year more — about $72,000 extra a year from year two. Fallback 1: 30 days' notice and a 3% cap.
Add a playbook position for suppliers using AI tools
Drafted as a proposal. 11 papers this quarter said nothing about how the supplier uses AI tools on our content, so counsel answered each differently. The new family “Supplier use of AI tools” has a standard position — disclose the tools, no retention or training on our content, human review for regulated materials — and two fallbacks. It waits for Lena Ortiz to approve before any review uses it.
13 screens from the working solution, on its sample data. Pick one to see it large.
How contracts are reviewed, routed and approved are settings, on the activity trail.
| Setting | Default | Choose from |
|---|---|---|
| Turnaround target | 3 business days | 2 · 3 · 5 business days, from arrival to redline sent |
| Escalate early to the Associate GC | Risk 75 or more, and over $1M | Risk 70 · 75 · 80 or more |
| Accept Fallback 1 governing law automatically | On — Delaware or England and Wales | On · Off |
| Data protection officer sign-off for vendors that collect patient or healthcare professional data | On — adds Dr. Kofi Mensah | Locked on |
| Finance approval for financial exposure (SOX) | Commitments over $1M, payment terms under net 45, caps under 12 months of fees | Locked on |
| Privacy counsel for any change to data use | On — adds Ruth Adeyemi | On · Off |
| Mark internal notes privileged | On | On · Off |
| Offer our paper instead under $50,000 | Off | On · Off |
Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.
“demo” = seen in the working solution, on its sample contracts · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (LawGeex 2018 — lawyers 92 minutes for five NDAs, an AI 26 seconds; World Commerce & Contracting most-negotiated-terms research — limitation of liability first, indemnity second). People, companies and products named on this page are fictional — characters and sample data in the working solution.
Software that reads a counterparty's contract against your playbook, flags the clauses that deviate and drafts the tracked-changes redline. Contract Review & Redlining adds six agents that score every clause, draft each fallback from your approved ladder and route every deviation to its approver, for counsel to decide clause by clause.
Each clause is matched to a playbook family and placed on its fallback ladder — standard, Fallback 1, Fallback 2 or past the walk-away line. Where it falls short, the redline drafter writes the approved fallback as a tracked change in the paper's own defined terms, and one click puts it in the redline.
Yes, when they are in your playbook. In the working solution a market research agreement with recorded patient and HCP interviews but no data protection clause is scored 94 and the standard health data clause is drafted, and a missing anti-bribery, debarment and transparency clause is drafted from the standard.
No. The redline drafter writes only approved playbook text, and never writes internal comments into the document. The consistency checker fixes drafting — defined terms, numbering, cross-references — and never changes a position.
Yes. Counsel decides every issue, and the approval matrix names who signs each deviation — the Associate GC for Fallback 2, the General Counsel for anything outside the playbook with a written reason, Finance for financial exposure, privacy counsel for data use, the data protection officer for health data clauses. The agents only draft: they never approve a deviation, send the redline or change the playbook.
Yes. The clause positions, fallback ladder, walk-away lines and approver per rung are yours, and the turnaround target, escalation threshold and routing rules are settings. A weekly gap report proposes playbook changes, which apply only when the playbook owner approves them.
Only the tracked-changes contract and the cover note. Internal comments are removed and metadata cleaned, and internal notes and reasons are marked privileged and stay inside.
The Agentic Solution Engine builds and deploys it from your requirements and documents — your playbook, approval matrix and a sample of past vendor contracts — and it goes live once every quality gate has passed. We will walk you through it on your own contracts first.
A cited generic entry date per market within hours of any change.
1-min demoParagraph IV Notice ManagementThe 45-day clock set and a cited response pack ready the same day.
1-min demoAlliance Milestone & Obligation TrackingEach milestone caught within a day of its trigger, amended amount and clock worked out.
1-min demoWe'll run Contract Review & Redlining on a few of your own past vendor papers, against your playbook.