A contract playbook is a strategic guide to standardizing contract drafting and negotiations, ensuring a consistent and efficient process.
By offering a clear road map for each stage of negotiation, it eliminates the unpredictability of ad hoc efforts. The playbook outlines essential workflows, including review, approval, and escalation paths, to establish effective checks and balances.
It also provides practical resources such as tools, templates, and clause guidelines to facilitate smoother negotiations. It helps define acceptable variations in terms, offering clarity and direction, while addressing potential conflicts proactively.
These elements not only improve negotiation outcomes but also save time and optimize the contract management process for legal professionals.
This article will walk you through actionable steps to create and implement an effective contract playbook tailored to your organization’s needs.
[Say goodbye to inconsistencies and inefficiencies. Download Managing Contract Consistency: Your Guide to Contract Playbooks and transform the way you handle contracts.]
Structuring your playbook for clarity and impact
A contract playbook must strike a balance between being comprehensive yet easy to use. Too much detail may overwhelm users, while overly simplified content can leave critical gaps. In either case, the playbook is unhelpful and unused, and, worse yet, exposes the organization to greater risk.
Getting the balance right in your playbook might be challenging, but it’s worth the effort. Recognize that the playbook may have to grow through different iterations until the content and format best serve your needs.
Consider the following guidance to improve your playbook’s format and ease of use:
1. Simplify the language
- Write the playbook for nonlawyers.
- Avoid legal jargon as much as possible, especially when explaining how to use the noted guidance.
- Keep sentences short and use an active voice.
- Resist the temptation to write a contract playbook in a style that mimics a contract or whitepaper.
2. Use an intuitive format
- Determine how and where users can access the playbook (electronically, hard copy, or both).
- Determine the scope of the playbook, including whether it will cover a contract type or all contracts.
- Allow easy collaboration during any contract management stage by creating documents in Microsoft Word.
- If possible, leverage software like Bloomberg Law Contract Solutions that allows you to upload any existing contracts or static playbook and easily build a dynamic playbook.
3. Prioritize user-friendliness
- Give examples, definitions, and explanations of terms to ensure understanding.
- Dedicate sections on contract types or specific issues.
- Refer users to more detailed guidance to support the playbook by including links to supporting guidance (e.g., a library of standard contract clauses, contract templates, and training materials).
4. Continuously improve and update
- Survey users on the format – what works, what doesn’t, why, and what can be improved and how.
- Include format changes in your playbook’s update.
Importantly, your playbook’s format should be dynamic and easy to use and should give users fast access to the vital information they need.
[Say goodbye to inconsistencies and inefficiencies. Download Managing Contract Consistency: Your Guide to Contract Playbooks and transform the way you handle contracts.]
Amend non-compliant clauses
Remove and replace clauses that deviate from compliance standards” using Bloomberg Law Contract Solutions’ Playbook Compliance.
Identifying your playbook’s audience
Multiple departments interact with contracts, so your playbook must address diverse user needs. Here’s a breakdown of potential users and their roles:
- Legal: This group is the primary driver of the contract management process. Core responsibilities will include assessing contractual terms and conditions, helping manage legal risks, and coordinating the requisite reviews and approval processes.
- Business: This group is responsible for the deal, transaction, or subject of the contract and will be engaged to ensure negotiations and the resulting contract terms support business strategies and goals.
- Compliance: This group assists with compliance requirements, including privacy, security, reporting, and recordkeeping, as well as any special regulatory compliance requirements.
- Procurement/Sourcing: This group oversees vendor agreements and manages supplier relationships. This responsibility may extend to other contracts to ensure consistency in processing and recordkeeping.
- Human Resources: This group handles employment contracts or contracts employment law expertise.
- Finance: This group is involved with different contract types, overseeing their financial obligations and payment terms, and other financial considerations.
- Operations: This group assesses operational matters and their impact or offers project management skills or input.
- Information Technology (IT): This group is increasingly involved in contract negotiations. They assess systematic and technical issues and requirements and provide input on information security and data protection measures.
Essential components of a contract playbook
Now, let’s cover how to design the playbook’s content with the end users in mind. It should offer clear and easy-to-follow guidance, leading users from the contract draft to execution and aiding them in securing the most favorable terms for their organizations.
The playbook can be split into sections that achieve these three main goals:
- Deliver general guidance
- Provide specific recommendations
- Establish clear workflows
Deliver general guidance
The playbook should provide general guidance to optimize the organization’s contract review and draft process, such as:
- Guidelines and tips on terms and clauses (which are negotiable, which have limited flexibility, and which are nonnegotiable)
- An overview of the organization’s contract management process, with links to the relevant documents for detail
- An overview of who is responsible for the stages of the contract management process
- Reference templates and tools, preferably via links to them, to avoid weighing down the content in the playbook
- Examples of standard contract terms and clauses with explanations and negotiation strategies
- A record of approval dates and when changes are made to the playbook to track its revision history
- Contact information for users if they have questions or need help
Standard contract terms and clauses
- Include standard terms and clauses (if no templates) to initiate the drafting process.
- Explain each relevant term/clause to educate users on its importance.
- Include definitions and the logic behind negotiation stances.
- Explain and justify negotiation stances to assist users in making sound arguments for them during contract negotiations.
- Briefly explain the purpose of the provision’s legal language.
Alternative language/fallback positions
- Indicate when and where fallback positions (acceptable alternative terms or clauses) are permissible if the other party does not accept a standard provision.
- Provide clear guidance on when changes are permissible and when they are not.
- Offer the exact language for a fallback position.
- Address unacceptable provisions likely to be offered and when to decline them or provide a prepared, acceptable version of its playbook.
- Provide guidelines on nonstandard terms, especially measures, if a disagreement develops.
- Include clear measures for amending contract language (when, who, what, and how) and adapting to changing circumstances.
- Note where and when escalation is needed if objections to the fallback position exist.
- Advise when it is okay to walk away when a provision or its fallbacks are unacceptable, avoiding the pressure to conclude a contract that may undermine organizational goals (nonnegotiable terms/clauses).
Establish clear workflows
- Define workflows detailing how contracts move through the organization’s contract management stages.
- Establish well-defined escalation protocols, including indicating when and how to escalate contract-related issues, review variances from standard requirements, address alternative language/fallback positions, and define instances requiring special reviews or escalation to legal staff.
Five steps to developing and implementing a contract playbook
We have identified the five key steps to developing, implementing, and maintaining your contract playbook. Before you start, see what you have and compile these into a file that will grow as you proceed. In most cases, the effort will not start with a blank slate, and what you have is a valuable foundation for the new playbook to follow.
[Discover the secrets to consistent and efficient contract management. Download Managing Contract Consistency: Your Guide to Contract Playbooks.]
Step 1: Plan
Determine and document a plan that includes what needs to be done – identify milestones that factor in the playbook’s users, scope, and objectives.
Decide who needs to be involved – who will draft, review, approve, and help with implementation and maintenance – and assemble a task force of key stakeholders who will help you create the contract playbook.
Finally, outline critical or target dates for drafting, reviewing, finalization, implementation, and maintenance.
Step 2: Assess
Evaluate existing contract types, key terms and conditions, negotiation strategies, escalation processes, and approval workflows. Use this evaluation to determine:
- Existing resources that can be leveraged
- What works and what does not
- Any changes needed to your overall plan
Review any other contract management resources, including any existing internal guides, contract templates, training materials, and previous contracts from a mixture of use cases.
Step 3: Prepare
Outline the contract playbook based on your assessment and existing resources.
Prepare revised drafts factoring in stakeholder input and then pilot draft sections to assess their practicality and understandability, among other issues. You can use the pilot results to finalize the playbook for approval and publication.
With a tool like Bloomberg Law Contract Solutions, you can create a digital playbook that’s accessible to all users and leverages AI to ensure every contract follows your approved guidelines in real time.
Contract Solutions allows you to create a playbook in three ways:
- Scratch: Start with a blank playbook and enter your clause language and compliance instructions manually.
- Template: Pre-populate your playbook with clause language and instructions extracted from one of your company’s templates. You can upload any format, including PDF, Word document, or JPG.
- Playbook: Pre-populate your playbook with clauses and instructions included in an existing playbook, whether it’s a PDF, Word, or Excel file.
Build your legal playbook with ease
See how to simplify contract playbook creation from within Microsoft Word with Bloomberg Law Contract Solutions’ playbooks tool. Request a demo.
Step 4: Implement
To ensure your team makes the most of the contract playbook, start by training the relevant teams with an initial session, followed by periodic refreshers to keep knowledge sharp. Use tools such as reminders or meetings to maintain awareness and reinforce understanding of the playbook’s content. Regularly update your training to align with any changes to the playbook itself.
At the same time, define key measures to evaluate how well the playbook is working. This could include tracking key performance indicators, conducting audits and reviews, or gathering user feedback.
When possible, consider automating the playbook and its processes by leveraging your organization’s contract management system or an AI-powered drafting tool like Bloomberg Law Contract Solutions to streamline operations and improve efficiency.
Step 5: Maintain
To effectively maintain and enhance your contract playbook over time, start by assigning clear responsibility for its upkeep and improvement. Schedule regular reviews to ensure it remains current and relevant.
During these reviews, consider factors including sample negotiated terms and clauses, stakeholder feedback or proposed changes, fallback positions compared to original terms, new or overlooked contract term updates, templates, and any changes in laws, regulations, or internal operations.
Collaborate with contract stakeholders to prioritize necessary updates, then incorporate those changes into the playbook. Be sure to maintain a detailed version history, which is essential for recordkeeping, legal proceedings, and audits, ensuring a robust and transparent process.
By following these steps (tailored to your organization’s size, operations, and requirements), you’ll have a contract playbook that evolves into an integral cog in your contract management process and results.
Using technology to build your contract playbook
Contract playbooks today are no longer static, one-size-fits-all documents. They’ve evolved into intelligent, adaptable systems. Forward-thinking organizations are moving away from traditional PDF manuals toward interactive, tech-driven playbooks.
Bloomberg Law Contract Solutions empowers in-house legal teams to streamline contract review, gain valuable insights through contract analysis, and build flexible, AI-powered playbooks tailored to their needs.
The benefits of technology-supported contract playbooks include:
Provide real-time guidance
- Interactive fallback positions that adapt to specific deal characteristics
- Contextual recommendations based on counterparty type and industry
- Automated risk scoring and analysis
- Integration with contract drafting and review tools
Ensure consistent application
- Built-in compliance checking against playbook standards
- Automatic flagging of deviations requiring approval
- Version control and change management workflows
Generate actionable intelligence
- Benchmarking against industry standards and best practices
- Identification of optimization opportunities and process improvements
Remember, playbook creation is only half the battle. Contract Solutions’ playbook compliance functionality ensures every contract follows your approved guidelines automatically, with intelligent deviation alerts, risk-calibrated analysis, and contextual guidance that explains the “why” behind legal positions.
Improve routine contract review by checking with contract analysis within Bloomberg Law Contract Solutions’ playbooks tool.
Our compliance functionality takes the stress out of contract review by using AI to help in-house attorneys standardize their preferred language and quickly spot and fix risky or unfavorable terms during redlining. It makes it easier to maintain consistent contract language, manage risk, and review agreements efficiently, allowing legal teams to keep deals moving without slowing down the business.
Creating a contract playbook is an investment in your organization’s efficiency and success. By following these steps, you’ll gain a resource that boosts productivity, minimizes risks, and ensures your agreements align with strategic goals.
Interested in seeing how technology can elevate your playbook? Request a demo of Contract Solutions to see how you can draft, review, negotiate, and execute agreements faster.