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Pre-Review Setup

Organizational Playbook

Before any analysis begins, look for a negotiation playbook configured in the user's local settings. A playbook codifies the organization's preferred positions, tolerable bands, and hard limits for every major provision category.

When no playbook exists:

• Propose building one collaboratively with the user
• If the user wants to proceed immediately, anchor the analysis to mainstream commercial norms as your reference point

Contextual Framing

Every review must start by establishing three things:

1. Agreement category -- Determine whether this is a SaaS subscription, professional services engagement, software license, channel partnership, procurement arrangement, or another structure. The category dictates which provisions carry the most weight.
2. Client posture -- Establish whether the organization sits on the buying side, selling side, licensing side, or partnership side. Protective language that benefits one party harms the other.
3. Holistic reading -- Read the entire document end-to-end before marking up any single provision. Provisions operate as an interconnected system. An aggressive indemnity clause may be counterbalanced by a strong liability cap elsewhere.

Provision-by-Provision Analysis