What makes a contract clause non-standard, and how to build a review playbook
Without a documented playbook, two reviewers disagree about what to flag. With one, most contracts become a checklist exercise.
"Non-standard" has no meaning without a standard. A contract review playbook supplies one: a documented list of preferred positions, acceptable fallbacks, and escalation triggers for each clause type that matters to the business. It converts review from judgement to comparison, which is faster, more consistent, and teachable.
The clauses worth covering
Most commercial disputes and most negotiation time concentrate in a short list of clauses. A first playbook should cover these and stop:
| Clause | Common mid-market position | Typical red flag |
|---|---|---|
| Liability cap | 1x to 2x annual fees | Uncapped, or capped for one party only |
| Indemnity | Mutual, carve-outs for IP infringement and confidentiality | Uncapped or one-sided indemnity |
| Auto-renewal | Renewal with 60 to 90 day notice window | Renewal with short or absent notice window |
| Payment terms | Net 30 to Net 45 | Net 90, or payment contingent on third parties |
| Termination for convenience | Either party, 30 to 60 days notice | One-sided convenience rights |
| Price escalation | Indexed or capped annual increase | Unilateral, uncapped escalation |
| IP and data | Each party retains its own; licence limited to the engagement | Broad assignment or unrestricted data use |
| Governing law | Home jurisdiction or neutral venue | Counterparty's foreign venue with mandatory arbitration there |
How to write it
- Extract positions from your own history. Take the last 50 signed contracts and record the actual negotiated position for each clause above. This is your revealed standard, which usually differs from what people believe it is.
- Set three levels per clause. Preferred (sign without comment), fallback (sign with noted exception), escalate (requires legal or founder approval). Write each in one sentence.
- Name an owner and version it. The playbook changes as the business does. Undated playbooks decay into folklore.
- Measure deviation rates. Track what percentage of contracts deviate per clause. A clause that deviates in 60 percent of contracts has a wrong standard, not difficult counterparties.
What changes with a playbook in place
Review time falls because most clauses in most contracts match the preferred or fallback position and need no discussion; in practice roughly 80 percent of routine commercial contracts clear without escalation. Consistency improves because two reviewers comparing against the same written standard reach the same conclusion. And automation becomes possible: extraction software can compare a clause against a written position, but it cannot compare it against a reviewer's unwritten instinct.
Summary
Write the standard down: eight clauses, three levels each, one owner, one version number. Review becomes comparison, deviations become data, and the legal queue shrinks to the contracts that genuinely need a lawyer.