Contract playbook builder

For lawyers and contract teams who negotiate the same agreements again and again. Pick a SaaS, NDA, services or supply agreement and your side, then set a standard position, fallback and walk-away point for each key clause. You get a negotiation playbook with starting language, as Markdown or printable HTML. Free, no account, no usage limit; what you type stays in your browser tab.

Contract playbook builder

Pick a contract type and your side, then set a standard position, a fallback and a walk-away point for each key clause.

1Contract type and your side

Try an example:

What you type stays in this browser tab. The builder sends it nowhere and keeps nothing after you close the tab. Free, no account, no usage limit.

2Set your positions

Choose a contract type and your side to see its key clauses, with suggested positions for your side that you can change.

3Your playbook

Your playbook will appear here: per clause, the standard, fallback and walk-away positions, approval, why it matters, and starting language.

The builder assembles the playbook from positions and clause wording Gavel wrote, by fixed rules: no AI, and the same choices always give the same playbook. Clause wording is short, generic starting language; numbers in it (days, percentages, multiples) are examples to set for your deal. It is a starting point for a lawyer to review, not legal advice. Rules differ by state; check the law that governs the agreement. To apply a playbook automatically while you review a contract in Microsoft Word, see Gavel Exec playbooks.

How to build a contract playbook

  1. Choose the contract type: SaaS / software subscription, NDA (non-disclosure agreement), master services agreement, or vendor or supply agreement.
  2. Choose your side, for example customer or provider. The contract playbook builder fills in suggested positions for that side.
  3. For each clause, pick a standard position, a fallback and a walk-away point from the options listed. Change who must approve going past the fallback, and add a note on why the clause matters to you if you want.
  4. Click Build the playbook. Check the result: the builder flags positions that are in the wrong order.
  5. Copy the playbook as Markdown, download it as a .md file, or download printable HTML and print it or save it as a PDF from your browser.

The builder runs in your browser. Nothing you type is sent anywhere or stored: when you close the tab, it is gone. It needs a current browser with JavaScript; there is nothing to install. Start over clears every field.

What the playbook contains

A contract playbook records your organization's position on each clause you negotiate, so every negotiator starts from the same place and knows when to ask for approval. For each clause, the playbook from this builder lists:

  • Standard position: what you open with.
  • Fallback: the negotiator may agree to anything between the standard and the fallback without approval.
  • Walk-away point: going past the fallback, up to the walk-away point, needs the approval named for the clause (Legal, General Counsel, Finance, Security / IT or the business owner). Nothing past the walk-away point.
  • Why: your note, or a one-line default reason if you leave the note empty.
  • Starting language: short, generic clause wording for the standard position, labelled as starting language. Numbers in it (days, percentages, multiples of fees) are examples to set for your deal; text in [brackets] is for you to fill in.

The clauses depend on the contract type:

Contract typeClauses (number)
SaaS / software subscriptionLimitation of liability, exclusion of indirect damages, indemnification, data protection and security, service levels, warranties, term and renewal, price increases, payment terms, termination, data return on exit, governing law and venue (12)
NDA (non-disclosure agreement)Definition of Confidential Information, exclusions, length of the confidentiality obligation, permitted disclosures, legally compelled disclosure, return or destruction, residuals, injunctive relief, non-solicitation, governing law and venue (10)
Master services agreementLimitation of liability, exclusion of indirect damages, indemnification, ownership of deliverables, acceptance, warranties, payment terms, termination, insurance, governing law and venue (10)
Vendor or supply agreementLimitation of liability, exclusion of indirect damages, indemnification, product warranty, delivery and delay, acceptance, price increases, payment terms, termination, insurance, governing law and venue (11)

How the builder decides

The contract playbook builder uses fixed rules, not AI. The same choices always give the same playbook, assembled from positions and clause wording Gavel wrote.

  • Options for each clause are ranked from most favorable to the customer, buyer or disclosing party to most favorable to the provider, supplier or receiving party.
  • Suggested positions: on the customer, buyer or disclosing side, the standard is the most favorable option, the fallback the next and the walk-away the one after. On the provider, supplier or receiving side the order is reversed. For a mutual NDA the builder starts from the middle options.
  • Order check: if the fallback is better for you than the standard, or the walk-away is better for you than the fallback, the clause is marked Check with a reason. For a mutual NDA the order is not checked, because each position binds both sides.
  • No-room note: if the standard and walk-away are the same, the clause gets a Note that negotiators have no room and any change goes to the named approver.
  • Default approvers: General Counsel for liability, indemnification, termination, ownership of deliverables, length of confidentiality, residuals and non-solicitation; Finance for payment and price increases; Security / IT for data protection and data return; the business owner for term and renewal and delivery; Legal for the rest.

Worked example: Northwind Analytics buying SaaS

Fictional example, the same as the "Try an example" button. Northwind Analytics, Inc. is buying a software subscription and builds a customer-side SaaS playbook. Starting from the suggested customer positions, it opens payment at Net 45 instead of Net 60, sets the walk-away on renewal to "Renews yearly; either party may opt out with 30 days' notice", sets standard, fallback and walk-away on data return to "Free export in a standard format for 60 days, then certified deletion" with General Counsel as approver, and adds notes on liability, data protection and data return.

The builder reports "12 clauses. Nothing to check, 1 note: Data return on exit." The playbook is titled "Contract playbook: SaaS / software subscription (customer side)", prepared for Northwind Analytics, Inc. For limitation of liability it lists the standard "Cap at 3x the prior 12 months' amounts; key carve-outs uncapped", the fallback "Cap at 2x the prior 12 months' amounts; separate higher cap for data breach", the walk-away "Cap at the prior 12 months' amounts; indemnity and willful misconduct uncapped", General Counsel as approver, Northwind's note as the why, and starting language that begins "Each party's total liability will not exceed three times the amounts paid or payable under this Agreement in the 12 months before the event giving rise to the claim."

For data return on exit it adds the note "Standard, fallback and walk-away are the same, so negotiators have no room on this clause. Any change goes to General Counsel." Payment terms show Finance as approver, and data protection shows Security / IT.

What the builder does not do

  • It does not read or review a contract. It records your positions; it does not check a draft against them.
  • It covers four contract types and 10 to 12 clauses each. Clauses outside that list, such as non-competes in an NDA or export control, need to be added by hand.
  • The options are general, US-focused market positions written by Gavel; they are not drawn from a survey and do not reflect any state's law. Rules differ by state; check the law that governs the agreement.
  • The starting language is short and generic. It is not a complete clause for every deal and does not fit together into a contract.
  • The order check only compares the three positions you chose for each clause. It does not judge whether a position is wise for your deal.
  • It is not legal advice. The playbook is a starting point for a lawyer to review before anyone negotiates with it.

When to use the contract playbook builder

  • Write down a team's SaaS buying positions: an in-house team sets customer-side limits on liability, data security and renewal, with Finance and Security named as approvers, before procurement season.
  • Brief a junior lawyer on NDAs: build a receiving-party or disclosing-party NDA playbook so a new associate knows which changes to accept and which to escalate.
  • Prepare for a services negotiation: a provider sets its fallback and walk-away on ownership of deliverables, acceptance and insurance before the customer's paper arrives.
  • Start a playbook you will keep in Word: download the Markdown or HTML, then edit it into your firm's own template.

Next step: apply the playbook while you review

The free contract playbook builder produces a document your team reads. Gavel Exec playbooks run a playbook against the agreement you have open in Microsoft Word: each rule returns pass or fail, with a reason and proposed changes you can insert as tracked changes. Gavel Exec is a paid product with free queries to start and no credit card required; see Gavel Exec pricing. More about Gavel Exec.

Built and maintained by Gavel. Positions and clause wording v1.0. Last updated November 14, 2026.

Frequently asked questions

Is the contract playbook builder free, and do I need an account?

Yes, it is free, with no account and no usage limit. What you type stays in your browser tab: the builder sends it nowhere and keeps nothing after you close the tab.

What is a contract playbook?

A contract playbook is a document that sets out an organization's negotiating position on each key clause of a contract type: the position to open with, the fallback a negotiator may accept, the walk-away point, and who must approve going past the fallback.

Does the contract playbook builder use AI?

No. The builder assembles the playbook by fixed rules from positions and clause wording Gavel wrote, so the same choices always give the same playbook.

Can I use the starting language in a contract as it is?

Treat it as starting language only. The wording is short and generic, its numbers are examples, and a lawyer should review it and fit it to the agreement and the law that governs it.

Can I edit the playbook after I download it?

Yes. Download the playbook as Markdown or printable HTML and edit it in any text editor or word processor, or change your choices in the builder and build it again.