Contract first-pass review
Each draft is read against your written playbook, every deviation is flagged with the fallback the playbook allows, and nothing returns to the business until a reviewer has signed.
Your playbook, versioned, with every deviation named.
Who it is for
An in-house team whose NDAs and vendor terms arrive faster than they can be read. The positions that decide those drafts live in three people’s heads, and they are not always the same three positions. The first job here is not automation but writing the playbook down as it actually is, with a date and an author on every position. The return comes from repetition rather than volume; where every agreement is genuinely one of a kind, this workflow is not the right fit.
The workflow is not built until the playbook is written. Every changed position has a date, an author and a recorded reason.
The trigger
A counterparty draft arrives, or a business team asks for a standard agreement to be signed.
A revised draft returning from the counterparty re-enters the same matter record.
The stages
Receive
The draft lands in one place with its version, sender and the request that brought it, and becomes a named file before anything reads it.
Classify
The agent proposes the agreement type and the risk band; the type decides which section of the playbook is applied, because a mutual NDA and a master services agreement do not deserve the same read.
Read against the playbook
The draft is compared with the playbook version in force, clause by clause, inside the agent’s mandate. The comparison does not go outside that playbook.
Flag deviations
Every deviation is named and classified, with the playbook clause it departs from and the reason it matters.
Propose fallbacks
A fallback is proposed only where the playbook already holds one. Nothing is invented at this stage.
Reviewer signs
A named lawyer accepts, changes or rejects each flagged position. Nothing is returned unsigned.
Return or escalate
The marked-up draft goes back to the business. The lawyer decides any delivery to the counterparty; the agent cannot send it. A critical deviation goes to the named owner of that position. A new position entering the playbook passes a separate approval.
MATTER 2026-117, a mutual NDA, passes once through the seven stages. The file is fictional.
The example is fictional, and no client work appears on this site.
| Stage | What happens to the file | What is written to the record |
|---|---|---|
| 01 Receive | Version 2 arrives with its sender and request, and is named before any read. | Identifier and version 2, with the sender and the request. |
| 02 Classify | The agent proposes mutual NDA and a risk band, selecting that playbook section. | Type mutual NDA, the risk band, and the mutual NDA playbook section. |
| 03 Read against the playbook | Read against the playbook version in force, and not beyond it. | The playbook version in force for the mutual NDA section. |
| 04 Flag deviations | Two deviations flagged, one critical and one not, each with its playbook clause. | Class, playbook clause and reason for each of the two deviations. |
| 05 Propose fallbacks | A fallback is proposed only for the critical deviation, where the playbook holds one. | Fallback source in the playbook. No fallback for the other deviation. |
| 06 Reviewer signs | The named reviewer changes the critical position and rejects the other. Nothing is returned unsigned. | Changed on the critical position, rejected on the other, each with a reason. |
| 07 Return or escalate | Draft returns to the business. The critical deviation goes to its named owner. | Counterparty dispatch stays with the lawyer. The agent does not send. No new playbook position. |
The mandate is section 3 of the operating standard, and the record is section 5.
What the agent may read, keep and do
| May read | The draft and its versions, the versioned playbook, your standard clause bank, your own executed precedents, and the counterparty’s prior agreements with you. |
|---|---|
| May keep | The deviation list, proposed fallbacks and the reviewer’s decision, for the retention period agreed with you. No copy of the contract is kept outside its file. |
| May do | Classify, compare, flag a deviation, and propose a fallback that already exists in the playbook, with the reason it is proposed written down. It may not send anything to a counterparty, accept a deviation or commercial terms, exercise signing authority, or write a new position into the playbook. |
Where a person signs
Stage 06, always. Any deviation marked critical goes to the named owner of that position rather than to whoever is on rota that week. The reviewer can reject, and a rejection is an outcome of the run rather than an error to be tidied away.
A position outside the playbook needs a second approval by the named owner. The lawyer sees the contract clause, the matching playbook clause and the proposed fallback. Review depth follows the deviation’s impact and reversibility. Any new playbook position passes a separate approval and is recorded with its date, author and reason.
What the record contains
The record is what lets you correct the playbook from evidence rather than from memory. It stands separately from the contract itself and is bound to the version reviewed.
These are the fields, not a real matter. No client work appears on this site.
| Field | What goes in it |
|---|---|
| File | The identifier, the agreement type and the risk band |
| Playbook | The playbook version in force when the draft was read |
| Deviations | Every deviation and its class, with the playbook clause it departs from and the reason |
| Fallbacks | The fallback proposed for each, and where in the playbook it comes from |
| Review | The lawyer’s name, decision and reason on each flagged position |
| Position | The final position taken, who took it and the provision or reference it rests on |
| Times | A timestamp against each stage, written as the stage happens |
| Draft version | The contract version reviewed and the party it arrived from |
| Dispatch | The channel and time used after approval |
| Playbook feedback | Any proposed new position and whether its separate approval was given |
Entries are written as the run happens and are append-only. A correction is a new entry naming the one it corrects. Section 5 of the operating standard says what that means in practice.
The measure a pilot uses
One measure, chosen by you. The one I would usually propose is the share of drafts returned without a deviation being missed, against a baseline of drafts already reviewed by hand. Reviewer minutes per draft is recorded for information, not as a second acceptance measure; it tells you whether the trade is worth making.
The critical error is a missed deviation in a liability limit or indemnity clause. Tolerance is zero: one such error prevents the workflow from passing the gate. The company sets and records the pass threshold before the pilot.
The systems it usually sits on
A contract lifecycle system if you have one, which usually means Ironclad, DocuSign CLM, Icertis, Agiloft, Sirion, Juro or LinkSquares, beside a document system such as iManage, NetDocuments or SharePoint, and Word. If you have no contract lifecycle system, the workflow runs on the mailbox and the document system, and it does not create one. In Türkiye, e-imza and KEP dispatch are defined within the workflow. LEXSAS resells none of these and claims no certified connector to any of them.
The first week
- Day one
- The scope call: agreement types and volumes, the lawyers who sign, the systems, the measure.
- Days two and three
- We write down the playbook as it actually is, including the positions that only exist in someone’s head.
- Day four
- The agent’s mandate and the deviation classes are written down, and you correct them.
- Day five
- The record format is agreed, the baseline is taken from drafts already reviewed by hand, the evaluation set is built from past contracts and known deviations, and the pilot dates are fixed.
The engagement brief determines the sequence for each assignment. This is the usual order of work, not a timetable commitment.
Exit terms
Everything below is yours from the first day and leaves with you in an exportable format, whatever happens to the workflow:
- The playbook and its full version history, with a date, an author and a named owner on every position
- The deviation definitions and classes
- The mandate and its register
- The record format
- The evaluation set and the lawyers’ recorded correct answers
- Every run record
The playbook is the asset; it stays with you whatever happens to the workflow.
Three questions
No. It names the deviation, cites the playbook clause it departs from, and proposes only a fallback the playbook already holds. A named lawyer decides.
Most teams do not. Days two and three of the first week are spent writing the positions down as they are. That document is useful whether or not the workflow ever runs.
No. If you have one, the workflow uses it as the contract’s home. If you do not, it runs on the mailbox and the document system, and it does not create one.
The controls behind this page are in the LEXSAS operating standard, sections 3 to 5. Workflow, copilot or CLM draws the line between this and a contract system. The other three in-house workflows: legal intake and triage, regulatory and compliance operations and AI governance and release gate. The terms are defined in the glossary. All eight workflows are on the workflows page. Get in touch