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Table of Contents
A contract playbook is a comprehensive guide that outlines the standardized processes, positions, and negotiation talk tracks for reviewing contracts within an organization. It serves as a central resource for in-house legal teams, ensuring consistency, efficiency, and compliance across all contracting activities.
In-house teams need a contract playbook to streamline the contract lifecycle, reduce the risk of errors and inconsistent positions, and improve collaboration between legal and business teams. By providing clear guidelines and pre-approved clauses, a playbook helps in-house counsel handle contracts more swiftly and effectively, allowing them to focus on strategic legal matters and support the company’s business objectives.
Business teams can also benefit significantly from a contract playbook, whether it’s a sales contract playbook for Sales or a vendor agreement review playbook for Procurement. Contract playbooks provide clear, standardized procedures that simplify and shorten the contract creation and review process, allowing all teams to be more efficient. Contract playbooks ensure consistency in contracts, minimize errors and misunderstandings, and foster better collaboration between legal and business teams.
Not every contract type needs a playbook.
Organizations need a contract playbook when they face high volumes of certain contracts, high volumes of third-party contracts, and/or contracts have significant complexity or substantial risk. A playbook is invaluable for providing standardized review processes and template language that streamline contract management, ensuring efficiency, consistency, and reduced errors at scale. In situations where contracts are complex and require input from multiple stakeholders, a playbook helps coordinate review efforts and maintain clarity as to swim lanes.
In contrast, for teams with low volumes of unique, rarely negotiated contracts, and/or simple workflows, and minimal risk, an investment in a playbook may not make sense.
Common examples of contracts that benefit from playbooks include: sales and vendor MSAs, DPAs, and influencer agreements (if there are high enough volumes).
A contract playbook is crucial for organizations, offering these key benefits:
Prolonged contract negotiations can delay business goals and impact the bottom line. A playbook streamlines the process, ensuring contracts are completed efficiently and consistently with the help of standardized contract templates or clause language, and reduces heavy approval procedures. When a counterparty suggests a provision matching the organization’s primary or fallback language, legal counsel can accept it without further negotiation, speeding up the review turnaround process.
A playbook guides teams through the contract creation, approval, and execution process, ensuring they follow established procedures and adhere to necessary rules. It sets the tone for the contracts and provides clear answers on how to proceed.
Legal and business teams sometimes have different goals and perspectives on contract negotiations, leading to friction and delays. For example, Sales may want to close deals quickly and be willing to give up on areas where Legal finds too risky. A collaborative playbook that clearly defines priorities, roles, and responsibilities can reduce disagreements and ensure smoother interactions between the teams.
A contract playbook can help ensure all contracts meet the organization’s risk profile by incorporating risk mitigation strategies, outlining legal and regulatory requirements, and providing a checklist for issue identification.
A playbook is a valuable training tool for new employees, helping them quickly learn the legal team’s standards and processes. It serves as a comprehensive resource for team members to refer back to for ongoing education and development, helping improve the overall competence of the team.
While a good contracting playbook covers standard clauses and primary and fallback positions, a great contracting playbook goes further by providing strategic insights and practical tools. It includes detailed guidelines for tailoring contracts to different business scenarios, advanced risk management techniques, and integrates technology for automation and workflow management. It may be Legal-led, but is a collaboration across key partner departments and includes initiatives for continuous improvement. This approach transforms the playbook into a dynamic asset that supports the organization’s growth and adaptability in a competitive market.
Consider including the following elements in a contract playbook:
Including these elements ensures that the playbook is a practical, user-friendly tool that supports in-house legal teams in efficiently managing sales contracts while maintaining high standards of risk management.
Developing a sales contracting playbook is an essential step for in-house legal counsel to streamline contract management and ensure consistency across the organization. Here are some best practices to guide you through the process:
Collect all relevant information about your current contracting process. This includes standard contract templates, commonly used clauses, negotiation guidelines, and feedback from both legal and business teams. Align on how Legal can support business goals while protecting company interests. Have a conversation about who owns the decision when issues pop up. For example, who owns decisions around payment terms? How about clauses regarding insurance policies? This information will form the foundation of your playbook.
Use a format that is easy to access. A cloud-based, doc or wiki playbook with hyperlinked sections helps team members quickly find the information they need, wherever they are.
Consider how to make the playbook easy to use to incentivize usage. Incorporate charts and use colors to differentiate between primary and fallback strike zones, making critical information stand out. Utilize bullet points and ample white space to not overwhelm the user and and employ flowcharts and diagrams to illustrate processes. Focus on what matters and don’t make it more complex than it needs to be. This approach enhances usability and effectiveness, ensuring the playbook is a practical tool for all team members.
Some legal software technologies integrate playbooks directly into their systems for more efficient review. For example, Streamline AI’s SmartParse intelligently intakes and parses contract documents, assessing key contract clauses against built-in, custom contract playbooks. This parsing involves a semantic analysis that assesses the meaning of clauses to determine whether clauses fall within the primary or fallback “strike zones.” Users can access a summary of where these clauses fall. This helps in-house legal teams quickly identify areas of concern and prioritize contract requests.
Rather than running a redline against standard contracts in redline software, with one click, users can quickly access a redline to compare the current clause text against standard playbook provision.
Instead of relying on manual step-by-step diagrams for conditional if/then approvals, SmartParse automates the triage and routing of legal requests to relevant stakeholders for reviews and approvals based on preset playbook parameters. Did the counterparty request payment terms longer than net 60, while the standard playbook terms are net 30 (primary position) or net 45 (fallback position)? Streamline AI automatically notifies the Finance team to review and approve exceptions, eliminating the need for Legal teams to handle every key issue identified in a contract. This ensures every request is accurately assigned to the appropriate team member, preventing delays in approval.
Tailor the playbook to its primary users. For in-house legal teams, it might be important to include detailed legal language and compliance guidelines. However, if the playbook might also be used by your organization’s business teams, focus on practical guidance and clear instructions. Provide step-by-step, concise guides and checklists. This makes the playbook a valuable resource for everyone involved in the contracting process.
Explaining the legal and business "why" behind playbook guidelines is important. Educating the legal team members about the business context and foster better alignment between Legal and the business, ultimately benefiting the organization. Preparing legal team members with an approachable talk track that connects the legal and business implications (and if available, how these decisions affect the business stakeholder) of these decisions can help improve collaboration and compliance rates.
Here's an example of an effective talk track from Elizabeth A. Colombo, AGC at Vendavo, Inc., when Sales presents a Master Service Agreement (MSA) that includes a termination for convenience clause:
Instead of telling Sales: "You cannot add a termination for convenience clause. We don’t agree to them here."
Legal counsel could instead explain: "While the decision ultimately involves Finance and Sales, I strongly recommend against including a termination for convenience clause in the MSA. There are several reasons for this, which Finance can elaborate on further. One significant issue is that such a clause prevents Finance from booking the deal because we can’t recognize revenue for the entire subscription term. Could you clarify the value of the deal? Would omitting this clause be a dealbreaker for them?”
By emphasizing that the clause prevents Finance from booking the deal and the underlying reason why, Legal highlights how this would directly impact the sales account executive's ability to earn their commission. This approach not only clarifies the reasoning behind the objection but also demonstrates to Sales the practical consequences, aligning the business and legal considerations effectively.
While it’s crucial to be thorough, the playbook should also be well-designed to ensure ease of use. If there’s too much information or text, it’s more likely that users will find it overwhelming — resulting in them either ignoring the playbook guidelines.
Use headings, bullet points, and visual aids such as flowcharts to break down complex information. For instance, a flowchart illustrating the approval process for contracts can help users understand the steps involved and who to contact at each stage. This not only makes the playbook more engaging but also improves its functionality.
A contract playbook is only useful if people are aware of it and trained on how to use it. Involve team members from the beginning and throughout the process to ensure collaboration and buy-in. Set up regular training sessions and review sessions.
Once the playbook is implemented, regularly monitor its effectiveness and gather feedback from users, through surveys, check-ins, or leveraging software to track usage.. Use this data to make continuous improvements, ensuring the playbook remains a valuable and up-to-date resource.
Contract playbooks are only effective if they are up to date. These living documents need continuous revisions to stay relevant. Legal teams should monitor changes in policies, regulations, laws, business strategies, and commonly disputed clauses and update contract playbooks on a continuous basis.
Regularly scheduling a review of contract playbooks during quarterly retros and business reviews, ensures they remain current and effective. Assigning an owner to oversee these updates can further guarantee that the playbooks are consistently aligned with the latest legal and business developments.
Manual review with contract playbooks can be time-consuming, but in-house legal teams can leverage legal technology to expedite this process. By integrating contract playbooks with advanced tools like Streamline AI’s SmartParse, teams can more efficiently review contracts and identify potential issues, allowing counsel to plan ahead and initiate necessary approvals.
SmartParse intelligently parses, identifies, and assesses key contract clauses against built-in, custom contract playbooks to determine if a clause falls within the primary or fallback “strike zones.” With a single click, users can access a redline to compare the current clause text against standard playbook provisions.
SmartParse can also automatically triage and route legal requests for reviews and approvals based on strike zones, ensuring every request is accurately assigned to the appropriate team member, and preventing any delays in approval.
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Contract playbooks are highly specific to the preferences and requirements of each legal team and organization. While other playbooks can serve as a helpful starting point, it's crucial to customize them for your business’s needs.
Here are some publicly available sample contract playbooks and guides
Creating a contract playbook involves collaboration and attention to detail, but the benefits of a streamlined, consistent contracting process are well worth the effort. By following these best practices, in-house legal counsel can develop a playbook that not only enhances efficiency but also fosters better collaboration and compliance across the organization.
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