Contract first-pass review
For an in-house team whose NDAs and vendor terms arrive faster than they can be read. The stages, the agent’s mandate, the reviewer step, the record fields, the measure a pilot uses and the exit terms.
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. It is writing the playbook down as it actually is, with a date and an author on every position.
The trigger
A counterparty draft arrives, or a business team asks for a standard agreement to be signed.
The stages
Receive
The draft lands in one place with the request that brought it, and becomes a named file before anything reads it.
Classify
The agreement type and the risk band are set, because a mutual NDA and a master services agreement do not deserve the same read.
Read against the playbook
The draft is compared with your own positions, clause by clause, inside the agent’s mandate.
Flag deviations
Every deviation is named, 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 reviewer accepts, changes or rejects each flagged position. Nothing is returned unsigned.
Return or escalate
The marked-up draft goes back to the business, or a critical deviation goes to the named owner of that position.
What the agent may read, keep and do
| May read | The draft, the playbook, your own executed precedents, and the counterparty’s prior agreements with you. |
|---|---|
| May keep | The deviation list and the reviewer’s decision, for the retention period agreed with you. |
| May do | Classify, compare, flag a deviation, and propose a fallback that already exists in the playbook. It may not send anything to a counterparty, accept a deviation, 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.
What the record contains
The record is what lets you correct the playbook from evidence rather than from memory.
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, with the playbook clause it departs from |
| Fallbacks | The fallback proposed for each, and where in the playbook it comes from |
| Review | The reviewer’s decision on each flagged position |
| Position | The final position taken and who took it |
| Times | A timestamp against each stage, written as the stage happens |
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 the second, and it is the one that tells you whether the trade is worth making.
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. LEXSAS resells none of these and claims no certified connector to any of them.
The first week
- Day one
- The scope call: agreement types, the reviewer, 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, and the pilot dates are fixed.
Exit terms
The playbook is the asset. It is yours, versioned, with a date and an author on every position, whatever happens to the workflow. The deviation classes, the mandate, the record format, the evaluation set and every run record leave with it, in an exportable format, from the first day.
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 reviewer 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. Get in touch