Contract-Focused Playbook

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A Contract-Focused Playbook is a legal playbook for contract-related processes and contract management processes.

References

2024

  • Perplexity
    • Key Components
      1. Standard Contractual Clauses: Pre-approved clauses that can be used across various types of contracts to ensure consistency and compliance.
      2. Fallback Positions: Alternative clauses or positions that can be used if the standard terms are not acceptable to the counterparty.
      3. Guidelines for Negotiation: Detailed instructions on how to handle common negotiation scenarios, including acceptable and non-acceptable terms.
      4. Templates: Ready-to-use templates for different types of contracts such as NDAs, MSAs, and SLAs.
      5. Approval Workflows: Defined processes for obtaining necessary approvals from senior management or legal teams.
      6. Training Materials: Resources to help new team members understand the contract lifecycle and the organization's standard practices.
    • Benefits
      1. Time Efficiency: By providing clear guidelines and pre-approved clauses, playbooks significantly reduce the time spent on drafting and negotiating contracts[1][5].
      2. Reduced Legal Dependency: Non-legal teams can handle routine contracts independently, freeing up legal teams to focus on more complex issues[1][5][6].
      3. Consistency and Compliance: Ensures that all contracts adhere to the organization's preferred terms and legal standards, reducing the risk of non-compliance[1][5][9].
      4. Risk Mitigation: Standardized terms and fallback positions help in identifying and mitigating potential risks associated with contracts[5][9].
      5. Enhanced Collaboration: Facilitates better collaboration between different departments by providing a unified set of guidelines and terms[1][5][12].
      6. Training Resource: Serves as an effective training tool for new hires, helping them quickly get up to speed with the organization's contract management processes[5][12].
    • Modern contract management playbooks are often integrated into contract management software systems. This integration offers several advantages:
      1. Real-Time Updates: Ensures that all team members are using the most current version of the playbook, eliminating discrepancies caused by outdated information[1].
      2. Automation: Automates the insertion of standard clauses and fallback positions, reducing the risk of errors and speeding up the contract drafting process[5][10].
      3. Accessibility: Provides easy access to the playbook for all relevant team members, regardless of their location[1][5].
    • To create a useful contract management playbook, consider the following steps:
      1. Identify Key Stakeholders: Involve legal, sales, procurement, and other relevant departments in the creation process to ensure the playbook meets all needs.
      2. Gather Information: Collect existing contract templates, negotiation guidelines, and feedback from experienced team members.
      3. Define Standard Clauses and Fallback Positions: Establish a set of pre-approved terms and alternative positions for common contract scenarios.
      4. Develop Clear Guidelines: Create detailed instructions for drafting, negotiating, and approving contracts.
      5. Choose the Right Format: Decide whether to use a digital platform, spreadsheet, or document format based on your organization's needs and preferences[2][6][12].
      6. Train Your Team: Provide training sessions to ensure all team members understand how to use the playbook effectively.
      7. Regularly Update the Playbook: Continuously review and update the playbook to reflect changes in legal standards, business practices, and organizational needs[1][5][10].
    • Citations:
[1] https://www.contracts365.com/blog/the-contract-playbook-what-it-is-and-why-its-important-contract-management-tips
[2] https://contractnerds.com/creating-a-useful-contract-playbook/
[3] https://www.ctoec.org/wp-content/uploads/2022/08/DRAFT-ACM-Playbook_v1.pdf
[4] https://pro.bloomberglaw.com/insights/contracts/contract-management-playbook/
[5] https://www.spotdraft.com/blog/contract-playbook-guide
[6] https://juro.com/learn/contract-playbook
[7] https://www.contractken.com/playbooks
[8] https://www.linkedin.com/pulse/what-contract-playbook-why-you-need-one-nicolene-schoeman-louw-on49f
[9] https://www.concord.app/blog/contract-playbook/
[10] https://blog.lexcheck.com/the-contract-management-playbook-what-it-is-and-how-it-works-lc
[11] https://oneflow.com/blog/contract-playbook/
[12] https://www.superlegal.ai/blog/streamline-deals-empower-your-team-the-power-of-the-contract-playbook/

2024

  • https://www.linkedin.com/pulse/what-legal-playbook-how-create-one-martin-ertl/
    • NOTES:
      • It is primarily a tool for managing and standardizing contract-related processes within an organization.
      • It typically contains contract templates, alternative clauses, and guidance specific to various contract types and negotiation scenarios.
      • It streamlines contract negotiation processes, helping maintain consistency and reduce risk in contractual agreements.
      • It enables non-legal team members to handle routine contract work without constant involvement from the legal department.
      • It can accelerate contract negotiations by providing pre-approved language and fallback positions for common issues.
      • It serves as a training resource for new team members on the company's contract negotiation strategies and positions.
      • It helps companies maintain a unified approach to contract management, ensuring alignment with company policies and risk tolerance.

2023

  • https://www.legalontech.com/post/what-are-playbooks-for-legal-teams-and-why-they-need-them
    • Playbooks are predefined guidelines, rules, and templates that outline the step-by-step process for reviewing and managing contracts within legal and business teams. They ensure consistent and efficient contract handling by creating structured workflows, standardized language, and best practices tailored to specific contract types and scenarios. They act as roadmaps for reviewers, providing step-by-step instructions on navigating various aspects of business requirements, compliance obligations, data protection, and more.

      Traditionally, legal teams store playbooks on Excel spreadsheets and Word documents. Some legal teams have started digitizing and automating their playbooks within their contract review platforms.

      A truly effective playbook fully leverages automation and technology. By integrating your playbook with a contract review platform that offers features like natural language processing (NLP), AI, and machine learning, your legal team can automatically identify key terms, clauses, and potential risks within contracts, streamlining the contract review process. Some platforms, like LegalOn, also offer off-the-shelf playbooks that allow legal professionals to start reviewing contracts consistently on day one.

2023

  • https://juro.com/learn/contract-playbook
    • QUOTE: A contract playbook is a compilation of different information targeted at streamlining, standardizing and codifying the process for managing contracts.

      A contract playbook contains a wealth of information and knowledge about the collaboration, negotiation, review and approval stages of contracts.

      This information is commonly used to empower individuals to handle key parts of the contract process themselves, without needing to rely on a lawyer.

       Contract playbooks can come in various forms. However, most will be stored in excel sheets or as notes in other platforms like Google Docs, Notion and Airtable. For the best results and higher levels of compliance with the playbook, some rules are even automated within the contract process using a contract management software, like Juro, which provides legal with total peace of mind.

    • What is the purpose of a contract playbook?

      But why exactly do contract playbooks exist? Well, contract playbooks serve a number of different purposes, including that they:

      • Empower business teams to self-serve. Contract playbooks deliver enough information that business teams can work on contracts without the need to request constant input from the legal department, as all of the information is already provided.
      • Clarify the contract negotiation process. Contract playbooks, or contract negotiation playbooks, are designed to add clarity to and explain the important processes and rules to follow when negotiating, reviewing and agreeing contracts.
      • Speed up the negotiation process. A contract playbook is designed to reduce delays and friction in the contract negotiation stage since it prevents different teams from needing to wait around for responses from one another. Instead, they can follow the protocols laid out immediately.
      • Help to deliver more efficient training. Contract playbooks are an effective way of educating new lawyers and individuals from other departments about the contract lifecycle, as the rules are clearly written and confirmed in one single source of truth.
      • Create a more structured workflow. With a contract playbook in operation, individuals can quickly and easily find out who is responsible for certain stages in the contract workflow, and when this changes.
      • ...
    • NOTES: Based on the content provided about Contract Playbooks, here are several key bullet points:
      1. A Contract Playbook is a compilation of information aimed at streamlining, standardizing, and codifying the process of managing contracts within an organization.
      2. The purpose of a Contract Playbook is to empower business teams to self-serve on contracts, clarify the negotiation process, speed up negotiations, deliver efficient training, create structured workflows, and allow legal teams to focus on high-value work.
      3. A Contract Playbook typically includes information such as fall-back positions, negotiation strategies, recommended contract wording, escalation points, rationale statements, approval processes, legal concept explanations, amendment instructions, and valuable contract data.
      4. Contract Playbooks are usually created by legal teams but can be used by anyone involved in the contract workflow, including legal, HR, and sales teams.
      5. Benefits of using a Contract Playbook include minimized risk, prevention of delays in negotiations, allowing legal teams to focus on high-value work, retaining control over the process, and creating a united front in negotiations.
      6. To create a Contract Playbook, organizations should choose a format, gather relevant information, address all stakeholders appropriately, provide sufficient detail, keep design in mind, set up a successful training process, measure compliance, and leverage technology where possible.
      7. Contract automation software can be used to implement a Contract Playbook effectively by setting up conditional logic, using pre-defined templates, and creating approval workflows.
      8. Automation of Contract Playbooks with tools like Juro helps ensure consistency and compliance, significantly reducing manual errors and enhancing the efficiency of contract processes.
      9. Regular audits and updates to the Contract Playbook are essential to adapt to new legal requirements, business needs, and feedback from playbook users, ensuring ongoing relevance and effectiveness.
      10. Designing a Contract Playbook to be user-friendly is crucial, incorporating visual aids and clear, concise language to ensure that non-legal users can easily understand and apply the guidelines.

2022

  • https://juro.com/learn/contract-playbook
    • QUOTE: With in-house legal teams continuing to find themselves buried in low-value work, contract playbooks are becoming increasingly important. When created effectively, a detailed contract playbook is one of the most effective ways to enable teams to self-serve on contracts, as commercial teams can consult with the playbook instead of involving legal teams. With Juro, legal teams can automate their contract playbook and return to higher value and higher risk work.
    • … A contract playbook is a compilation of different information targeted at streamlining, standardizing and codifying the process for managing contracts.

      A contract playbook contains a wealth of information and knowledge about the collaboration, negotiation, review and approval stages of contracts.

      This information is commonly used to empower individuals to handle key parts of the contract process themselves, without needing to rely on a lawyer.

    • … For example, a contract playbook will usually cover the following information:
      • Fall-back positions. A contract playbook will often outline which alternative course of action to take during a negotiation where your original plan or proposition has failed.
      • Negotiation strategies. Contract playbooks will often also cover best practices when negotiating, as well as which provisions are most typically negotiated and how to approach these friction points during a negotiation.
      • Recommended contract wording. For business teams self-serving on contracts, legal language won’t be second nature. There will be lots of contract terminology that needs explaining. Including example clauses and guidance in your contract playbook is also common practice.
      • Escalation points. Details surrounding how and when you should escalate a contract related issue will also commonly be outlined in your contract playbook, as well as information about who an issue should be escalated to.
      • Rationale statements. Contract playbooks often have a collection of rationale statements to support proposed clauses and amendments, and these can be accessed to provide to the counterparty during negotiations.
      • Approval processes. Although business teams are often empowered to self-serve on routine contracts, contracts will usually still receive a quick check from legal. The contract playbook will typically outline specific sequences to be followed for approvals. These can be used to inform approval workflows.
      • Explanation of legal concepts. Most commercial teams will be unfamiliar with complex legal language and principles, so it is often useful to include a simple explanation of legal concepts in your playbook.
      • Instructions for amendments. A contract playbook will sometimes also outline when and how to amend language within a contract, as well as how to respond if the counterparty chooses to propose new language in the place of yours.
      • Valuable contract data. Many contract playbooks will delve into the contract data contained in earlier agreements to describe how frequently certain decisions are made and when. This can usually be extracted through contract intelligence or some other contract management system.
    • NOTE: It can suggest that Contract Playbook is a documented procedure for drafting, negotiating, approving, and managing contracts within an organization. It serves to empower business teams to self-serve on routine legal agreements without over-reliance on legal teams by providing workflow guidelines, best practices, compliance rules, strategies, template language, legal concept explanations, training material, and more. Playbooks aim to mitigate contract risk, speed up contractual negotiation, enable legal to focus on high-value work, and create consistency. Typically maintained by legal but used by various business functions in contracting, playbooks can be stored digitally but integrating rules into contract automation software enhances accessibility and compliance. Key playbook creation steps include gathering relevant material, addressing all users appropriately, providing sufficient detail, maintaining clear design, conducting training, and measuring compliance. Technologies like conditional logic, pre-defined templates, and configurable approval workflows help embed playbook procedures for consistent adherence across an organization.

2022

  • https://www.contracts365.com/blog/the-contract-playbook-what-it-is-and-why-its-important-contract-management-tips
    • QUOTE:
      • Contract playbooks are built around a contract type.

        The provisions of a sales agreement, purchase agreement, non-disclosure agreement, license, or lease will be different and carry different levels of risk. Any one of these contract types should have its own playbook.

      • Contract playbooks contain reviewed and approved terms and conditions.

        The language in the playbook should reflect careful drafting and review from both legal and business. Business provides guidance on what should be accomplished and protected in a given contract, and legal provides clear language that reduces risk to the organization.

      • Contract playbooks provide specific contract language.

        With a playbook, an approved negotiator, even an attorney, should have the exact language in front of him or her, to be deployed without deviation. Alternate language (fall back clauses) should be ready to deploy verbatim.

      • Contract playbooks provide clear guidance. ,P> They do this in three important ways. Playbooks give a short explanation of the legal language used for a provision. The rationale for the specific language is made explicit, quickly bringing a negotiator up to speed on the importance of the provision. Playbooks provide guidance for defending the provision from changes and the risks such changes present. Importantly, playbooks make clear when to walk away when a provision or its fallbacks are not acceptable to a counterparty. This reduces the temptation (or pressure) for a negotiator to give way on crucial points to get a contract across the finish line.
      • Contract playbooks warn about counterparty language.

        Playbooks are usually built around one’s own terms and conditions, but they should also address provisions likely to be offered by a counterparty, especially provisions that are not acceptable. The negotiator using the playbook should see clearly whether to decline the provision entirely or offer a prepared, acceptable version of it from the playbook.

      • Contract playbooks signal where and when escalation is needed.

        Ideally, the playbook gives negotiators everything they need to conclude a sound contract without involving legal or more senior management. In some cases, however, it may be appropriate to show where any further change requires escalation to legal or business approvers.

      • A contract playbook often takes the form of a table or spreadsheet, with each provision represented in a row, and all the relevant information arranged in columns: provision name and number, precise language to use, explanation of the language, common points of objection, points of defense, alternate language (fallback clauses), and escalation information where relevant. An “approved on” date in the header/footer is vital, since a chief benefit of a playbook is to use the most recently approved terms and conditions.
    • NOTE: It suggests that a Contract Playbook documents standard clause language, guidance, and procedures for a specific contract type like sales agreements or NDAs. It contains approved template terms and conditions, sample clauses, negotiation rationale statements, compliance rules, escalation protocols, and instructions tailored to that contract type. Playbooks aim to empower negotiators to handle routine contracts independently by providing all necessary information in one centralized resource. They help negotiators respond quickly, defend company interests, reduce deviations, speed negotiations, and know when to escalate issues. Well-designed playbooks can significantly reduce contract legal review referrals and revisions by legal teams. Key steps in creating a playbook include gathering knowledgeable stakeholders, analyzing past contracts, balancing legal and business priorities, and training users. Playbooks are often structured as tables detailing clauses, language options, explanations, objections, defenses, fallbacks per clause. Digital playbooks integrated into contract management systems enhance accessibility, version control, real-time usage, and analytics. Benefits include time and cost savings, contract risk reduction, contractual consistency, aligned expectations, encouraged adoption, simplified auditing, and improved negotiations.

2020

  • Righardt Allers. (2020). “Win the Game: Contract Playbooks. In: LinkedIn, June 8, 2020
    • QUOTE: ... A contract playbook is a document that breaks down the company’s standard contract terms and sets out:
    • The last point means the customer is insisting on changes to the standard contract that the company cannot accept based on risk-management, economic reasons, or some other criteria. ...

      ...

    • While most contract playbooks deal with the entire contract, that is not always feasible. Focus on the most important clauses for your business in your playbook. For example, while commonly called “boilerplate” these are some clauses that can substantially reduce the risk your company faces in entering into any contract. For example:
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