Home
Playbooks

Contract Playbooks

A contract playbook is a written set of negotiating positions for one contract type: the term you ask for, the fallback you can accept, and the point where a reviewer escalates or walks away. Each playbook below covers one contract type in full, with a position table, sample clause language, notes on how positions shift by industry and company size, and a pre-signature checklist.

Data processing agreement (DPA)

DPA Playbook: Data Processing Agreement Positions and Fallbacks

A DPA playbook for controllers and processors: Article 28 terms, subprocessors, breach notice, SCCs and the DPF, liability caps, AI training and CCPA.

Read the playbook
Non-disclosure agreement (NDA)

NDA Playbook: Positions for Mutual and One-Way NDA Review

NDA playbook for mutual and one-way NDAs: 16 clause positions with fallbacks, escalation points, sample language and a pre-signature review checklist.

Read the playbook
Master services agreement (MSA)

Master Services Agreement (MSA) Playbook: Positions and Fallbacks

Customer-side MSA playbook: caps, super-caps, indemnities, IP, SOW precedence, exit and insurance, with fallbacks, sample language and a review checklist.

Read the playbook

How to use these playbooks

Each playbook is written from one side of the deal, stated at the top of the page. Read it as a starting position and adjust the fallbacks to your client's risk tolerance, deal size and leverage.

  1. Pick the playbook for the contract type and confirm the side it is written for.
  2. Compare the counterparty's draft against the position table, clause by clause, and mark every term outside the preferred or fallback column.
  3. Use the sample language to propose edits, and send anything in the escalate column to the lawyer who owns the deal.
  4. Finish with the pre-signature checklist before anyone signs.

Build your own playbook

A published playbook is a starting point. Your team's own positions, drawn from the agreements you have already negotiated, make the better rule set. The free contract playbook builder lets you set standard, fallback and walk-away positions per clause and download the result, and the guide to contract playbook best practices covers how legal teams write and maintain one.

Gavel Exec runs a playbook inside Microsoft Word: it reviews the draft against your positions and proposes redlines with the reasoning for each change. See how playbooks work in Gavel Exec, or start with 25 free queries, no credit card required.

Frequently asked questions

What is a contract playbook?

A contract playbook is a document that sets a negotiating position for each clause of one contract type: the preferred term, the fallback a reviewer can accept without approval, and the point where the reviewer escalates or walks away. Legal teams use playbooks so that every reviewer negotiates the same contract the same way.

Are these playbooks free to use?

Yes. Each playbook is free to read and adapt. They are general guidance for lawyers and contract professionals and do not replace legal advice on a specific deal.

Who writes the playbooks?

The Gavel team writes and maintains them, and each page shows the date it was last reviewed. Statutes, regulations and cases are cited to their primary sources so you can check each position.

Do positions change by industry or company size?

Some do. Each playbook has a section on how positions shift by industry and company size, for example where health data, financial data or a much larger counterparty changes what you can ask for.

Can I use a playbook in Gavel Exec?

Yes. Gavel Exec reviews and redlines a contract in Microsoft Word against a playbook, and it can generate a playbook from your team's own documents. You can start with 25 free queries, no credit card required.