WorkflowLegal & IP

Third-Party Paper Playbook Reviewer

Contract playbook review for their paper — a scored, cited redline that counsel decides, issue by issue

Every contract on their paper redlined against your playbook and back in under two days.

See one case, screen by screen ↓
target22minof counsel time per paper, with the first pass done in under a minute
target1.4daysfrom arrival to redline sent, inside the 3-business-day target
target83%of issues agreed inside the playbook, on the standard or a fallback
demo6issuesfound in a 52-clause market research agreement — 46 clauses matched the playbook
The problem

Why their paper takes counsel hours, not minutes

When the business signs up a vendor on the vendor’s own template, every clause has to be read against the playbook: liability caps, ownership of work product, use of our data, audit, renewal, payment, adverse-event reporting. Counsel works out which rung each clause meets, finds the fallback text, writes it in as a tracked change in their defined terms, and then works out who has to approve each move off standard.

Most of that time is not judgement. It is reading 50 clauses to find the six that matter, checking that nothing required is missing, fixing numbering and cross-references after an insert, and chasing Finance or pharmacovigilance for a sign-off — while the requester asks every day when the redline is going back.

target2–3hof counsel time per paper by hand
typical≈30minfor a first read of one document by hand, before any drafting
target3business daysto get the redline back to the other side — the target the clock runs on
Where counsel’s hours on one paper goestimated
By hand2.5 days
With the solution0.3 days
  • Reading their paper and mapping the clauses0.8 → 0.1 d
  • Checking each clause against the playbook0.6 → 0.1 d
  • Drafting the redline from the fallback text0.6 → 0.1 d
  • Fixing defined terms, numbering and cross-references0.3 → 0.1 d
  • Working out the approvers and chasing them0.3 → 0.1 d

Estimated split, in hours, for a typical vendor agreement on their paper, by hand and with the solution.

How it works

How a contract moves

Six specialist agents read, match, score and redline every paper and route the approvals; counsel decides each issue.

What comes in
Paper inTheir paper · Word or PDF, any template
Agents at work
Paper intakenumbered clauses
Then
Clause matcherplaybook families
Then
Deviation scorerfallback ladder
Redline drafterapproved fallbacks
Then
Consistency checkerterms + numbering
Then
Approval routerfrom the matrix
A person decides
Counseldecides each issue; approvers sign
What comes out
Tracked-changes redline
Approvals on record
Precedent saved
One case, step by step

One market research agreement, from arrival to redline sent

Quillon Insights sends its Market Research Services Agreement at 08:52: $380k over one year, 30 interviews with gastroenterologists and 20 with patients. Here is what happens next, screen by screen, in the working solution.

  1. 0108:52

    The intake desk, with the new paper already in

    Omar Haddad · Senior counsel, commercial & procurement

    Omar opens the intake desk: 8 papers open, 15 issues for him to decide across 4 papers, 2 waiting on approvers (Finance and the Associate GC). Quillon’s PDF arrived at 08:52 and waits at the top of the desk. The risk map plots every reviewed paper by contract value and distance from the playbook, with a band for papers to escalate early.

    “Wednesday, October 7 · 8 papers open · playbook v4.2 · target: redline back in 3 business days”

  2. 02One click

    The paper read against the playbook, step by step

    The agents

    Omar opens the paper and the review starts. Paper intake splits 14 pages into 52 numbered clauses and reads the definitions (“Client Materials”). The clause matcher maps them to 15 playbook families, the deviation scorer finds 46 matches and 6 issues — one required clause missing — and the redline drafter writes 4 tracked changes from the fallback ladder. The approval router already names Omar Haddad and Dr. Kofi Mensah (adverse events).

    Each agent’s step shows as it runs, with what it found.

  3. 03Seconds later

    Risk 79 — and the clause that is not there

    Deviation scorer

    The top issue is not a bad clause but a missing one, at risk 94: “No clause found. The agreement covers interviews with patients and healthcare professionals but says nothing about adverse events.” The redline already shows a proposed new section, and every other clause is coloured by where it lands — Fallback 1, drafted standard, or matched.

    “Interviewers will talk to patients and gastroenterologists about Northwind products. Any adverse event they hear must reach Drug Safety within one business day.”

  4. 04Decided

    The fallback ladder, and who each rung needs

    Omar Haddad · Senior counsel

    The ladder for adverse event reporting sits under the issue: the standard (forward to Drug Safety within one business day, staff trained before work starts and yearly, reconciliation each quarter; Ines Duarte files it, no approval needed), Fallback 1 (two business days for events heard outside a structured interview, Omar approves), Fallback 2 (only where the provider has no contact with patients or healthcare professionals) and the walk-away line. The precedent: every 2026 market research contract — 17 contracts — had the standard inserted. Omar presses “Insert the clause”.

    “This choice needs Dr. Kofi Mensah. Rule: Pharmacovigilance sign-off for any change.”

  5. 05Checked

    Our drafting checked before it leaves

    Consistency checker

    The inserted clause becomes §12; later sections are renumbered and four cross-references updated automatically. One point is left for Omar to confirm: “Drug Safety” is used but not defined, so the checker proposes a definition — Northwind’s pharmacovigilance department, contact in Schedule 3 — and Omar applies it with one click.

    The consistency checker fixes drafting only, never positions.

  6. 06Routed

    The route, built from the approval matrix

    Approval router

    The rest of the paper is already drafted: §9.1 ownership of recordings and transcripts at Fallback 1 (Northwind owns the report and de-identified transcripts; Quillon deletes recordings after 90 days), §11.2 transfer-of-value data for HCP honoraria at the standard, §6.3 panel subcontractors at Fallback 1, flowing down the adverse-event section. Liability and confidentiality already meet Fallback 1. The route: Omar for the Fallback 1 positions, Dr. Kofi Mensah for the new adverse-event clause.

    “Route built from the approval matrix and the rules in Settings. It updates as you change positions.”

  7. 07Approved

    Two approvals, each with its meaning

    Omar Haddad · Dr. Kofi Mensah

    Omar accepts the drafts and approves as counsel; the meaning is recorded with it — “the deviations listed are acceptable within my authority”. The pharmacovigilance agreements lead approves the new clause from the email link. Two of two done, and the positions lock once approvals start.

  8. 08Sent

    The redline goes back to Quillon

    Omar Haddad · Senior counsel

    One click builds the Word file — 4 tracked changes, internal comments removed, metadata cleaned — and a cover note to Quillon’s legal team with Priya Raman, the market insights lead who asked for the contract, in copy. The note lists the main points: the adverse-event clause added, ownership of recordings and panel subcontractors at a balanced position, transfer-of-value data at our standard.

  9. 09On the record

    Every step and every decision, on the trail

    Activity

    The paper’s activity shows who did what, from Priya sending it in, through the scorer’s “52 clauses checked · 6 issues · risk 79”, Omar inserting the standard, both approvals, to the redline sent. The record is marked privileged and confidential. When the paper is signed, the positions agreed become precedent for the next one.

    “Every decision is on the audit trail with who, when and why.”

Who it’s for

Built for everyone who touches their paper.

The same contract, seen by the people who carry it — counsel, the playbook owner, the approvers and the business that asked for it.

OH
Omar HaddadSenior counsel, commercial & procurement
Counsel
Before
Reads every clause of every vendor paper to find the handful that move off the playbook, then drafts each fallback by hand.
Now
Starts from a scored issues list and a drafted redline; decides each issue on the ladder and sends the redline back.
LO
Lena OrtizAssociate General Counsel
Playbook owner
Before
Learns the playbook has no position on something when counsel answers it three different ways.
Now
Sees where each clause family lands, and a Monday gap report of clause types with no position for her to approve.
KM
Dr. Kofi MensahPharmacovigilance agreements lead
Approver
Before
Relies on counsel spotting, clause by clause, that a vendor will talk to patients or healthcare professionals.
Now
Is added to the route whenever an adverse-event clause is involved, and approves from the email link.
GW
Grace WhitfieldFinance controller · SOX approver
Approver
Before
Is asked to approve financial exposure from an email thread, with no record of the deviation and amount.
Now
Gets commitments over $1M, payment terms under net 45 and caps under 12 months of fees, stored with the deviation and amount for SOX testing.
PR
Priya RamanMarket insights lead
Requester
Before
Sends a vendor’s contract to legal and asks every day where it is.
Now
Sees each paper’s stage, who it waits on and its turnaround clock, and is copied when the redline goes back.
Built on the engine

6 agents. Each with one job, and hard limits.

Six specialist agents read, match, score and redline every paper and route the approvals; counsel decides each issue.

Paper intake

Turns a Word or PDF paper into numbered clauses, reads its definitions and party names, and records value, term and requester.

  • Original file kept unchanged
  • Privileged label on every record
Clause matcher

Maps each clause to a playbook family — liability, ownership, data use, audit, renewal, payment, adverse events and more — and spots required clauses that are missing.

  • Unmatched clauses go to the gap report, never guessed
Deviation scorer

Places their wording on the fallback ladder, explains why it matters for this contract, and scores the risk from severity, value and clause weight.

  • Every issue cites their clause and the playbook rule
  • No legal conclusion without a citation
Redline drafter

Writes tracked changes from the approved fallback text, in the paper’s own defined terms and numbering.

  • Only approved playbook text
  • Internal comments never written into the document
Consistency checker

Checks the redline for defined terms, numbering and cross-references before anything leaves the company.

  • Fixes only drafting, never positions
Approval router

Builds the approval route from the matrix: counsel, Associate GC, General Counsel, Finance (SOX), privacy and pharmacovigilance.

  • A person approves every deviation
  • Approver, meaning and time recorded
Counsel

Decides each issue. The agents propose; a named person decides.

Ask in plain words

Ask about any paper, clause or approval

Counsel can ask about any paper, clause or approval in plain words — or tell it what to change. Answers cite the clause and the playbook rung.

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. I drafted Fallback 1: 12 months of fees and a breach cap of 3× annual fees — the position Kestrel Cloud accepted in April. Omar can approve it himself.

Does the Quillon agreement cover adverse events?

No. Quillon’s market research agreement has no adverse-event clause, but its interviewers will talk to 30 gastroenterologists and 20 patients about Northwind products. The standard clause forwards any adverse event to Drug Safety within one business day and trains interviewers before fieldwork. Dr. Kofi Mensah signs off.

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.

What is missing from the playbook?

The Monday gap report found 3 clause types with no playbook position — supplier use of AI tools (11 papers), scope-3 emissions data (7) and AI output warranties (6) — and 2 fallbacks accepted so often they could become standard: Delaware law (31 of 33) and net 45 for small suppliers (18 of 21).

Every screen

The working solution, as it ships.

13 screens from the working solution, on its sample data. Pick one to see it large.

Intake deskPapers open, issues to decide, approvals waiting, and a risk map of every reviewed paper by value and distance from the playbook.
Every third-party paperEach paper from arrival to signature, with its function, requester, value, risk, issues, stage, who it waits on and its turnaround clock.
Agents at workClauses split, matched to playbook families, scored, drafted, checked and routed — each step in view.
The issue and the redlineTheir wording, why it matters, the playbook ladder — and the tracked change in the document beside it.
The fallback ladderStandard, Fallback 1, Fallback 2 and the walk-away line, each with the person who approves it, plus the precedent.
Consistency checkNumbering and cross-references fixed after an insert; an undefined term proposed for counsel to confirm.
The approval routeBuilt from the approval matrix and the rules in Settings; it updates as counsel changes positions.
ApprovedEach approval with its time; approvers outside legal sign from the email link.
Send the redlineA Word file with tracked changes, internal comments removed and metadata cleaned, and the cover note.
ActivityEvery agent step and decision on the paper, with who, when and why — marked privileged and confidential.
The playbook15 clause families, each with its ladder, approvers, extra approver rules and where papers landed in the last 90 days.
DashboardPapers reviewed, turnaround by week, where each clause family landed and what happened to each issue.
SettingsThe playbook in use, the turnaround target, early escalation to the Associate GC and the routing rules, each a switch.
Governance

Built for legal work: cited, approved, privileged, on the record.

Every issue cites their clause and the ruleEach issue shows their exact wording, why it matters for this contract, and the playbook rung it is measured against. No legal conclusion is drafted without a citation.
Agents draft; a person approves every deviationCounsel decides each issue on the ladder. Each approval is recorded with the approver, the time and its meaning — “the deviations listed are acceptable within my authority”.
Outside the playbook goes to the General CounselAccepting wording below the walk-away line needs a written reason and routes to the General Counsel; a missing required clause cannot simply be accepted.
Financial exposure, kept as SOX evidenceCommitments over $1M, payment terms under net 45 and caps under 12 months of fees go to the finance controller, and the approval is stored with the deviation and amount for SOX testing.
Privileged notes stay insideComments to approvers and reasons are marked privileged and confidential. The redline that goes out carries only approved playbook text, with internal comments removed and metadata cleaned.
Every decision on the trailEach agent step and each human decision is on the paper’s activity trail with who, when and why, and positions lock once approvals start.
Configuration

Your playbook and your approvers, not ours

How papers are reviewed, routed and approved is a setting, not a project.

SettingDefaultChoose from
Turnaround target3 business days2 · 3 · 5 business days
Escalate early to the Associate GCRisk 75 or more (papers over $1M)Risk 70 · 75 · 80 or more
Accept Fallback 1 governing law automaticallyOn — Delaware or England and WalesOn or off
Pharmacovigilance sign-off for vendors who talk to patients or healthcare professionalsOnOn or off
Finance approval for financial exposure (SOX)On — commitments over $1M, payment terms under net 45, caps under 12 months of feesOn or off
Privacy counsel for any change to data useOnOn or off
Mark internal notes privilegedOnOn or off
Offer our paper instead under $50,000OffOn or off
Connections

Works with the systems legal already runs

Legal intake mailboxnew papers land automatically
Word add-inreview from inside Word; tracked changes sync back
Clause playbookpositions, fallback ladder and approver per rung
Precedent contractspositions accepted in signed papers
Contract systemexecuted contracts and metadata filed on signature
E-signaturesends the agreed version for signature
What it changes

The difference, in numbers.

Every figure is labelled: a target the solution is built to, an estimate, a typical published result, or a proven one.

target
22min
of counsel time per paper, with the first pass done in under a minute
By hand2–3 h
With agents22 min
target
83%
of issues agreed inside the playbook, on the standard or a fallback
agreed inside the playbook
target
1.4days
from arrival to redline sent, inside the 3-business-day target
Target3 business days
With agents1.4 days

“demo” = seen in the working solution, on its sample papers · “target” = the design goal, measured in the live solution · “estimated” = our estimate · “typical” = published figures (published legal-review case studies — about 30 minutes a document by hand). People and companies named on this page are characters in the working solution.

Questions

What legal teams ask us.

What is a third-party paper playbook review?

Reviewing a contract drafted by the other side against your own playbook: for each clause family, which position their wording meets — your standard, a fallback or past the walk-away line — and what to change. The Third-Party Paper Playbook Reviewer does the first pass with agents and leaves every decision to counsel.

How does it compare their contract to our playbook?

It splits the paper into numbered clauses, maps each to a playbook family, places their wording on that family’s fallback ladder, and scores the risk from severity, contract value and clause weight. Each issue quotes their words and cites the playbook rule.

Does it find clauses that are missing?

Yes. The clause matcher checks for required clauses that are not in their paper — for example an adverse-event clause in a market research agreement with patient interviews — and the redline drafter proposes the standard text to insert.

Does it write the redline in Word?

Yes. It writes tracked changes from your approved fallback text, in the paper’s own defined terms and numbering, and checks terms, numbering and cross-references. A Word add-in lets counsel review from inside Word, and the file sent out has internal comments removed and metadata cleaned.

Who approves a deviation from the playbook?

The approval router builds the route from your approval matrix: in the working solution, senior counsel for Fallback 1, the Associate GC for Fallback 2 and the General Counsel outside the playbook, plus Finance, privacy counsel and pharmacovigilance when their rules apply. Each approval is recorded with its meaning and time.

Does the playbook improve over time?

Every Monday a gap report lists clause types with no playbook position and fallbacks accepted so often they could become standard, with a proposed change for each. A playbook change is only made when the playbook owner approves it, and signed positions are kept as precedent.

Do lawyers stay in control?

Yes. The agents only draft. Counsel decides every issue, a named person approves every deviation, and accepting wording below the walk-away line needs a written reason and the General Counsel.

How long does it take to go live?

The Agentic Solution Engine builds and deploys it from your requirements — your playbook and fallback ladder, approval matrix and a sample of precedent contracts — and it goes live once every quality gate has passed. We will walk you through it on your own papers first.

See it on
their paper.

We’ll run the Third-Party Paper Playbook Reviewer on a sample of your own past vendor papers, against your playbook.