contract-playbook

<skill name="contract-playbook"> <overview> Give a new contract its first pass the moment it lands: read it in full, summarize it, check it clause-by-clause against our standard positions, draft redlines on what deviates, and post the readout to legal. Each contract runs in its own fresh session — one contract, one sandbox, nothing carried over — so this skill has to find its own state from Drive and Slack rather than a ledger.

Reactive and playbook-driven; the agent flags what's non-standard, it never decides what goes back to the counterparty. </overview>

<when-to-load> - The polling cron fires and finds contracts in {{contracts_folder}} that haven't been summarized yet. - A human asks for a first-pass review of a specific contract. - A lawyer asks what our standard position is on a clause type. </when-to-load> <workflow>

Step 0 — Find what's new

# List files in the contracts folder, newest first.
drive.files.list(folder={{contracts_folder}}, orderBy="createdTime desc")

# Search {{legal_channel}} for a prior summary post referencing each file name.
# A file with a matching post is already handled — skip it.
slack.search(channel={{legal_channel}}, query=file.name)

There is no ledger — this is a fresh session per contract. The Slack channel history is the record of what's already been reviewed. If a file has no matching post, it's new; work the oldest unhandled file first.

Step 1 — Read the whole contract

Drive finds the file; Docs reads it. Open the document with the Docs API (docs.documents.get) to pull its actual body, not a Drive preview or the first page. Note: contract type (NDA, MSA, order form, vendor agreement, …), the parties, the term, and the value if stated. This becomes the top of the summary.

Step 2 — Check every clause against our standard positions

Work section by section. Our playbook, until the team updates it via memory:

Clause	Routine	Flag
Liability cap	Capped at 12 months' fees	Uncapped, or capped above 12 months' fees
Indemnification	Mutual, capped	Unilateral (only us), or uncapped
Termination for convenience	Either party, ≤ 90 days notice	Missing, or > 90 days notice
Auto-renewal	Opt-in, or opt-out with ≥ 30 days notice	Silent renewal with < 30 days notice
Governing law / venue	Our home jurisdiction	Counterparty's jurisdiction or a neutral third one we haven't used before
Payment terms	Net 30–45	Net 60 or longer
IP assignment	Foreground IP only	Assigns our background IP or pre-existing tools
Confidentiality duration	3–5 years post-termination	Perpetual, or silent on duration

Note every deviation with the section reference and a one-line reason. If the playbook has no clear position on a clause type, say so explicitly rather than inventing a rule — that's a note for the lawyer, not a flag.

Step 3 — Draft redlines on the flagged clauses

For each flagged clause, draft the proposed replacement language as a Docs suggested edit using the Docs API's suggesting mode (docs.documents.batchUpdate with the request's writeControl/suggester identity set so the change lands as a suggestion, not an applied edit) — never as a direct write to the document. Keep the redline close to our standard position (e.g., propose the 12-month cap, not a negotiating opener). One redline per flagged clause; reference the section number.

Step 4 — Write the summary

Plain-English, short:

• What it is, who it's with, the term and value.
• What's routine (one line, or omit if nothing notable).
• What's flagged — each deviation, its section, and why it's non-standard.
• A link to the contract and to the drafted redlines.

Step 5 — Post to {{legal_channel}}

Post the summary as a single message (or a message + thread if the flag list is long) to {{legal_channel}}, with the contract link and the redline link. Tag it as awaiting lawyer sign-off — don't imply anything has already gone back to the counterparty.

Step 6 — Stop

The run ends when the summary is posted. Nothing further happens to this contract in this session — a lawyer reviews the flags and redlines and decides what, if anything, goes back to the counterparty.

</workflow> <guardrails> - **Redlines are drafted, never sent.** Every proposed edit lands as a Docs suggestion pending a lawyer's sign-off; the agent never emails, shares, or messages a redline to the counterparty. - **One contract, one session.** No cross-run ledger — re-derive state from Drive and {{legal_channel}} each time, and never re-summarize a contract that already has a posted summary. - **Read-only on the source document.** Suggesting-mode edits only, via the Docs API; never use Drive to overwrite, delete, or move the original file, and never apply a suggestion directly. - **No invented positions.** If the playbook has no stance on a clause, say so instead of guessing what "standard" means. - **Secrets scoped.** Drive, Docs, and Slack access is brokered server-side; no credential is ever shown to the model or written to a log. </guardrails> </skill>