Familiarise yourself first

When I receive a new playbook, here’s how I try to familiarise myself with it ahead of negotiations.

1. Read it end-to-end: Even if some clauses seem irrelevant, I read them so I can understand the scope and types of provisions that are important to the client / organisation.
   
   
2. Focus on the rationale: If this is expressly set out, then it helps with understanding why certain positions are important to the client / organisation. If not, I would jot down what I think the rationale would be so that I have something to refer to during negotiations, or otherwise check with a senior.
   
   
3. List escalation triggers: Know exactly which issues need senior / management sign-off. I’ll try to understand the thresholds (e.g. liquidated damages above $X) that would require separate approval.
   
   
4. Practise with a past deal: Compare the playbook positions with actual negotiated outcomes. I would for a copy of a template contract and/or a negotiated contract so I can better understand how the playbook has worked on real deals.
   
   
5. Ask clarifying questions: Use the playbook as a springboard. If there are areas that don’t make sense to me, I’ll try to test it with somebody e.g. “I saw we sometimes accept Y instead of X. Are we always okay to accept this, or is it only in certain situations?”

    

6. Make a cheat sheet: Summarise or list out the most common positions into a 1–2 page reference. I find this handy if there’s a large volume of similar contracts (e.g. NDAs).

So, how would we use a playbook? There are 2 main situations:

Scenario 1: Reviewing a counterparty’s draft

Let’s say we receive a contract prepared by the counterparty (i.e. it’s not our own form of contract). Here’s how I would use an existing playbook in that situation (see example 2 above):

• Step 1 – Skim the contract: Map the structure (e.g. table of contents) and highlight key risk areas.

• Step 2 – Compare with the playbook: Clause by clause, check if it matches the preferred position. Make a note if it does not match that position, including what the risk would be.

• Step 3 – Apply positions: Set out the preferred (or fallback) position, with reasoning for why this should be negotiated.

• Step 4 – Note unusual positions that are not addressed in the playbook: Set out these ‘other positions’ in a separate section, along with an explanation / risk assessment. “Clause 5 – The Contractor will be time-barred from claiming an EOT or costs if it does not provide an early warning notice at least 5 days before potentially encountering contamination on site. This does not seem practically achievable, but a potential compromise is to provide notice as soon as practicable (or within 2 business days) of actually encountering such contamination. Alternatively, we could agree to a more reasonable time period with no time bar attached.”

• Step 5 – Escalate out-of-bounds: If the other party is not receptive to negotiating a particular point, flag anything that goes beyond the fallback position for escalation. “Clause 12 – liability is uncapped, playbook requires a cap at 100% of the contract sum. Recommend escalation.”

• Step 6 – Deliver clearly: Send your comments / mark up, which have been prepared by reference to the playbook positions.

Scenario 2: Reviewing counterparty mark-ups on your draft

When I’ve sent a draft contract and receive the counterparty’s mark-ups, here’s how I would use a playbook (see example 1 above):

• Step 1 – Review with playbook open: Note the positions from the playbook that the counterparty has amended. Set out any other unusual positions that are not addressed in the playbook in a separate section of your review.

• Step 2 – Accept or reject efficiently: Accept if it’s in line with the preferred or fallback position; reject or escalate if it goes beyond.

• Step 3 – Record reasoning for accepting positions: For example, “Accepted lower insurance limit because it falls within fallback and aligns with risk allocation rationale.” This helps with documenting negotiated positions and explaining certain risk profile changes during the approval process.

• Step 4 – Escalate issues outside scope: Summarise the out-of-bounds issues, noting the key risks. For example, “The Contractor does not agree to provide a parent company guarantee. This is a key risk because the Contractor entity does not have a sufficient balance sheet to support a contract of this size. We can consider increases in other security positions (e.g. a 20% performance bond) instead of a parent company guarantee, but the current position is not acceptable.”

• Step 5 – Capture learnings: If something new comes up (e.g. most contractors are pressing back on a particular liability cap carve-out), note it for future playbook updates.

In both of these situations, the playbook can be a helpful guide on what to accept, what to reject, and when to escalate.

4. How to Prepare a New Playbook

Preparing a playbook that is relevant and practical can be tricky. Here’s how I’ve been taught to prepare one from scratch:

1. Gather past contracts and mark-ups: Try to get a representative sample of similar agreements that were negotiated in the past 2 years.
   
   
2. Identify key provisions: Look for clauses that (a) are key risks / positions, or (b) often the topic of discussion in negotiations. List out the key topics and positions. Speak to colleagues (partners, senior associates, in-house) about the clauses that they always find themselves negotiating. Some common clauses would be liability cap and exclusion of consequential loss, payment terms, indemnities, termination / suspension and insurance requirements.
   
   
3. Draft the positions in a table: Include preferred positions, fallback, rationale, escalation thresholds, and sample drafting (where possible). See example tables set out above. Keep it structured: preferred → fallback → rationale → escalation → drafting.
   
   
4. Involve seniors / approvers early: Highlight the areas where you’re unsure and ask for sign-off. Check the proposed fallback positions. It can also help to arrange a workshop to work through the playbook structure and content with your team / stakeholders. Use this to work out the escalation thresholds and approvers.
   
   
5. Finalise and circulate: Set out the other sections and details that might be relevant to the team using the playbook. This could include the names and contact details of the people in the approval process, when the playbook was last updated, and an introduction on who should use the playbook and for what situations. Save it somewhere accessible for the team.
   
   
6. Test it in a deal: Apply it once and refine based on how it worked in the negotiation. Where did it work well? Where was it silent? 

5. How to Keep Playbooks Updated

Playbooks lose their value if they’re outdated. You can contribute by keeping track of exceptions in your matters, suggesting updates, and ensuring your team always works off the latest version.

• • Treat it as a living document: A playbook should evolve every few negotiation cycles. It shouldn’t remain untouched for more than a year as it might no longer reflect market positions.

• • Capture feedback: Spend 15 minutes after each deal noting which fallbacks were used, any new issues and particular clauses that slowed down the negotiations. For example, “Cybersecurity clause added by multiple counterparties this quarter. Propose adding new guidance.”

• • Assign ownership: Someone should be responsible for updates. Juniors can also keep a running “suggested updates” list for review at the end of a quarter, half year, year etc.

• • Watch for legal/market changes: E.g. new laws, pandemics after COVID, or new data protection regimes.

• • Use version control: Date-stamp each edition and keep a change log (e.g. “Contract Negotiation Playbook – EPC Contract – August 2025”).

• • Review with stakeholders: Set a calendar reminder (e.g. twice a year) to review the playbook. Check if positions are still aligned with the business – “Are we still comfortable with accepting liability caps of 100% of the Contract Sum for larger projects above $Xm?”

• • Train the team: Circulate a “What’s New” summary or run a 15-minute session when the playbook changes.

6. Using Technology to Prepare and Update Playbooks More Efficiently

Earlier in my career, I’ve had to prepare and update playbooks manually. It’s a slow (and honestly, tedious) process, so I try to see how to use tech to shortcut where possible. Here are some ways you can do it too:

1. Use a central document management system (NetDocuments, iManage, SharePoint etc.) to save all contracts. Set up folders for templates, negotiated versions and execution version. Try to name them consistently so they can be pulled up easily / identified by date.
   
   
2. Create a ‘common edit’ version of the playbook that your other team members can insert their notes in (e.g. OneDrive word / excel document, or Notion). Ideally, the program would also have a changelog.
   
   
3. Use redline tools (Word compare, Litera etc.) to identify the changes made to the drafting in negotiated contracts compared to the original / template contract.
   
   
4. Use Outlook / Teams reminders to prompt regular playbook reviews.
   
   
5. Set up alerts in legal databases (Lexis, Practical Law, Mondaq) for changes relevant to your matters / sector (e.g. insurance law, force majeure updates).

There is also tech that is specifically built for playbook purposes (like our sponsor for this guide – Chamelio.ai). Here’s a snapshot on how they can help prepare and update playbooks: