At fast growing companies, contract negotiations often become a bottleneck. Your legal team can’t keep up with the volume, deals slow down, and pressure builds from all sides. This is where contract playbooks can make the difference.
In this video, Common Paper’s Head of Legal Ecosystem, Tiffany Bui LeTourneau, talks with our CEO, Jake Stein, to share lessons learned from her experience at large law firms and in house at fast growing tech companies.
See below for some of the key ideas from the conversation, or scroll to the bottom for a full transcript. If you’d like to automate the execution of your company’s contract playbook, check out Gerri, our AI Agent for negotiation.
What Is a Contract Playbook?
A contract playbook is your company’s negotiation strategy and fallback positions documented in a structured, accessible format. Think of it like a sports team’s playbook — when you encounter specific situations during contract negotiations, the playbook documents how to respond.
A contract playbook is analogous to a playbook in football or hockey. It lays out common situations, and describes how the team will respond. It also makes everyone’s roles clear, and it may have multiple fallback options that account for different kinds of responses from the other side.
When Should You Create a Playbook?
The traditional trigger point comes when your legal team can’t grow fast enough to handle your company’s contracting needs. A playbook is a way to amplify your work without needing to hire more people.
However, playbooks can deliver value in lots of ways:
- Eliminate the need to make the same decisions repeatedly in negotiations
- Streamline collaboration with outside counsel
- Empower non-legal team members to handle straightforward negotiations
- Maintain consistency across all your contracts
Even early stage startups can benefit from simple playbooks created in collaboration with their outside counsel. This approach can reduce legal expenses while maintaining quality and consistency in your agreements.
What Goes Into an Effective Playbook?
A well-structured playbook typically includes:
1. Common negotiation points with approved positions. For example, some of the most commonly negotiated terms in sales contracts include:
- Indemnity
- Limitation of liability
- Intellectual property provisions
- Termination rights and consequences
- Governing law and jurisdiction
2. Company-specific priorities based on your business.
- AI companies could have provisions about training data usage
- Open source companies might make representations about open source components that are included within a commercial product
- Industry-specific compliance requirements
3. Guidance on business terms that provide context on what kinds of deals the company wants to strike
- Payment terms
- Contract duration
- Logo usage rights
- Renewal conditions
4. Clear escalation triggers
- Items that require attorney review
- Deal-size thresholds that change acceptable terms
- Customer-type considerations (e.g., Fortune 100 vs. small business)
5. Context and education
- Plain-language explanations of legal concepts
- Rationale behind positions
- Documentation of when/why positions were established
The best playbooks include both what to do and why you’re doing it. Including context helps whoever’s implementing the playbook explain the position to the other side. Being able to provide information beyond “It’s company policy” gives legitimacy and helps the other side understand what you actually care about.
Playbook Format and Structure
Contract playbooks can take various forms, from Word documents to spreadsheets. The format matters less than the content organization. The most effective playbooks:
- Start with plain-language explanations of key concepts
- Clearly identify your default position on each issue
- Provide approved fallback positions for common requests
- Include contextual guidance on when to use each position
- Document the history of decisions for future reference
Playbook Implementation Best Practices
Creating a playbook is just the first step. Successful implementation requires:
- Leadership buy-in across departments
- Clear training available in multiple formats
- Articulating the benefits to those who’ll use it
- Thoughtful access management — not everyone needs the full playbook
- Regular updates (typically annual reviews)
While playbooks promote clarity and consistency, they also contain strategic information. Most companies limit access to those directly involved in negotiations. If that information got into the wrong hands, not only could it jeopardize negotiations with customers, it could give away a competitive edge.
Getting Started With Your First Playbook
If you’re considering creating your first contract playbook:
1. Start small with your most frequently negotiated provisions
2. Work with your attorney to document acceptable positions
3. Include educational elements to help non-lawyers understand the concepts
4. Test with a limited group before wider rollout
5. Plan for regular reviews as your business evolves
Executing Your Contract Playbook
By demystifying contract negotiations and establishing clear guidelines, playbooks empower your entire organization to move deals forward with confidence while maintaining appropriate risk management.
Whether you’re a startup working with outside counsel or an established company with a legal department, a well-crafted playbook can transform contract negotiations from a bottleneck into a competitive advantage.
If you’d like to automate your contract playbook, check out Gerri, Common Paper’s AI agent that can accept, reject, counter-propose, and escalate to the right team member. Put your redlines on autopilot.
Video Transcript
What is a contract playbook? So for me, a contract playbook is, if you think in, I’m not a sports person, so maybe this is a bad analogy for me to make, but it’s similar to what I would imagine in athletic sporting events.
The playbook is where you run through, you have your plans. if you are in a particular situation, like, okay, I am a hockey fan, so maybe it’s like when our team is on a penalty kill, these are the plays that we make. So in this particular situation, here’s how we respond. Here are the lines that we put out.
Here’s what everybody’s role is. Here’s how you shift and adjust from normal gameplay. So similarly, I use playbooks and I think a lot of attorneys use playbooks. To kind of help shape and guide how you respond when you’re presented with a contract or agreement that doesn’t fit your normal path, your normal template, whether it’s a negotiation on a contract you’ve sent to someone, or a whole new contract to you that you’ve never seen before, and it helps guide the review.
And when you talk about your normal path, is that just a contract that’s on your paper with no red lines? Yeah. That’s what I would say a normal path is. Got it. Got it. I have to ask, you said in hockey there’s something called a penalty kill. Mm-hmm. Is that right? I like how you are using the sports analogy, but you do actually know something about sports.what exactly is a penalty kill? when you are on the team where the player has committed the penalty, they have to sit in the box for two to five minutes.
and that means you play with a person down. And so when you’re playing with a person down, you’re on the penalty kill, meaning you’re trying to waste the time or. Take up the entire time of the penalty your player is serving without allowing the other team to score. And the play style is different because you’re one or two or however many people are serving a penalty down.
And so it’s not a normal five on five style of game play. Got it. Okay. Cool. Thank you for sharing that. So I think that’s like a good sense of what a playbook is. It’s like a thing for, just to put it in my own words, you tell me if this is right, it sort of codifies the rules, the policies, the things that you do when you get a contract that’s not as you said, like in your normal path.
That’s not all your stuff. And it’s just like, what do we do? What do we accept? What do we reject? What do we counter propose? Yep. I know you’ve worked both at law firms and been in-house counsel at different companies. Did you have a playbook everywhere? Did you only have a playbook in certain circumstances?
Like when did you use it and is that like, does that align with the rule of thumb of when people have it and don’t? Yeah, I think it’s gonna largely depend on the person and the team. So when I was in a law firm. There wasn’t really a playbook per se that everybody used, and used uniformly across their clients.
But I would develop my own kind of personal playbook so that anytime I onboarded a new client or was supporting a client in a contract negotiation, I kind of had the things that were within the realm of what was acceptable and what wasn’t. Just amongst the industry, obviously each client’s gonna have their own unique needs and circumstances, but that was just kind of an overarching general playbook.
Working in-house playbooks became much more formal, particularly in bigger organizations. Where there are contracts managers or contracts paraprofessionals, or large sales organizations where the goal is to enable speedy contract negotiations where a handful of attorneys don’t become a bottleneck in turning the contract review.
And so what I generally see in those situations is. A very structured playbook of, you know, here’s a provision on termination, for example, in the default contract for the organization, we’ll have three reasons why you can terminate, and then what to do if a prospective customer negotiates that provision.
Acceptable language and acceptable positions that are all approved, under certain circumstances if necessary. That way somebody who is not the attorney can look at a contract, look at the red line, or tell the other side why the company can’t accept something.
’cause all of that information is generally included in the playbook as well. So it allows other people to kind of do this initial, these initial phases of negotiation before it needs to be escalated. So it’s kind of like that. If you experience frontline customer service, similar type of idea where you have your script that you go through, and then if you fall out of the script, then you escalate to a supervisor.
Okay. that, that’s actually a really helpful analogy. And I guess the idea is that this multi, this was like a force multiplier for the attorneys on the team. The attorneys could decide. This is what we’re okay with, this is what we’re not okay with. And then that could be executed by a whole lot of other people.
Mm-hmm. Is it the case that one of the non-attorneys makes a draft version of it and then it goes to the attorney for review? Or is it that It’s in the playbook? So I’m a contracts manager. I just make the change and then it goes out to the customer or the other side.
So is your question about who actually makes the playbook or who actually makes the edits in response? Yes. The edits themselves. Yes. In my experience, a laybook is successful if they can be implemented without needing to be escalated to the attorney who created them. Otherwise, you’re still gonna end up in the attorney’s backlog.
And so once you have the playbook, you want it to be robust enough to address the most common things that get negotiated in your agreements with. Your fallback positions to be able to respond so that the contracts manager or salesperson can handle all of it within the playbook. Some people might see two or three things that are out of the playbook and just reject them.
And say, we don’t accept this to avoid having to escalate. Sometimes that works, sometimes the other side really needs it. And then you would escalate in that point. So you’re basically trying to whittle down the number of items that need to be escalated so that the attorney can more quickly and expeditiously respond and close out the deal.
Got it. And I guess, like it seems to me like there’s. Maybe this just isn’t a problem in the real world, but like it’s such a freeform thing. Like we have this playbook, a word doc with red lines comes in. One of many humans on the team reads the word doc, reads the playbook, applies it based on their judgment and there’s the do they do it right question.
But there’s also just that two competent humans can interpret things in different ways. So like, are there any. Controls on that? Or is it just like people get trained and people do a good job most of the time? I think a lot of that goes into trusting the people that you, you hand the playbook off to.
and, and trusting that they have the proper experience in contracts, even if they haven’t had like legal negotiation experience, but understand what they’re reading in a contract and understand what changes means to be able to properly implement the playbook. So I got it. And then we’ve talked about playbooks at a really high level, but mechanically or instrumentally, like what, is this like a word doc?
Is it a spreadsheet? What is the format of the playbooks that you’ve used? both. I’ve seen, I’ve seen them as spreadsheets and I’ve seen them as word docs. it really depends on how robust and how many fallback provisions and kind of what format somebody prefers thinking in. But I’ve seen them done in both formats.
Okay. And what happens, like I assume these things are, are not like, stored in amber and never to be changed. So what happens when, like, how do you know it’s time to change something and then what do you do when, when they do get changed? It’s a good question. I don’t think there’s one right answer
In terms of how do you know when it’s time to change? I would say it depends on the company and how big and mature they are. I think younger companies tend to be more nimble and are more willing to update their playbooks, more frequently, versus bigger companies might have a regular cadence at which they revisit the playbook.
It’s a similar type of question that an attorney would ask, how often should I update my template agreements? There’s no hard and fast rule. Sometimes there will be a new law, like when GDPR was passed, everybody had to go through and refresh. Other times it will just be that the industry has shifted.
Norms have changed and a lot more agreements now talk about AI than they did. There was a shift from on-prem downloadable software to cloud hosted SaaS products. and a bunch of agreements had to be updated to kind of address those norms. And so sometimes it’ll be an external factor. Sometimes it’ll be internal.
A lot of companies like to use contract management software to track. Contracts that get negotiated, the provisions that get negotiated. And if you have a tool like that that can help you track what you’re negotiating and how frequently you’re agreeing to something, you can just set like a yearly check-in to say, what have we been doing?
Is this something that we’re giving on every single time under every single circumstance? In which case, maybe it’s time to either change the playbook or change the template. you know, We agreed to it every single time, in all circumstances, suggesting changing the template versus we’ve agreed to it frequently, but only in these circumstances suggest updating the playbook.
Got it. And so is it usually once a year or is that exceptionally long or exceptionally short or about average. I don’t know. That sounds right to me, but again, I think it’s going to depend on how quickly, like how nimble a company wants to be.
Right. But it sounds like it’s not a continuous process. it seems much more common to do it as a batch process on a schedule. We have a calendar reminder to go revisit it and either do what’s in our head or do what’s in our software and revisit that and do it.
But it’s not like that. We’re, we’re doing it all the time. I mean, I think some people keep notes of things like this to themselves on a continual basis. but in terms of the whole team revisiting and looking at a playbook, I wouldn’t think that that’s a continual process. That’s probably a set project that’s done for a time period, and then it’s done.
Right. And I, I imagine part of that reason is just like there’s the decision to update the playbook. There’s the actual changing, , adding, removing, editing stuff, but then you have to like get it into the heads of everybody else. And retrain or educate or just notify people.
So like, I would think that it’s a problem, even if you work incredibly agile and like coming up with really good changes every week, it’d be really hard for the people implementing it to adapt every week. Yeah. I mean, I think this is a struggle with a lot of companies, which is just knowledge management.
Yeah. How do you ensure people are using the most up-to-date version of something and are properly trained on it? Yep. so I have never worked at a company that had a playbook, but I’ve worked at much smaller companies than you. Or actually I take that back. When I worked at a large company, they may have had a playbook, but I just didn’t know about it.
And so do you, like, when you think about it, when is the juice worth the squeeze? To quote She’s all that, the classic Freddie Prince Jr movie. When do you think it’s worth it for a company to come up with a playbook? Or is it like, it’s only if you’re a hundred million in sales or a thousand employees or, or what?
In my experience, it’s when the legal team is not able to grow in numbers of people to keep up with the demands of the legal needs or the contracting needs of a company. and so, you know, I think that’s one point at which I would say a playbook is a way to amplify your. Work without needing to hire more people.
That’s usually when I see these types of conversations happening amongst teams is when there are budget constraints, hiring constraints, or things are going great and the company’s growing super fast. It’s time intensive to hire the right person and then train them up. and so at some point you make the decision that we will invest some time in building this out so that while we are paying attention to these other things, the sales team or our contracts managers can continue to keep the machine running.
So I don’t think there’s a hard and fast rule, but it’s generally at that point when someone feels like they’re doing a lot of repetitive work. That, where their value isn’t best spent in doing the exact same repetitive work over and over. and they have a lot of other stuff that they need to be doing.
Yeah. and so that’s usually when I see that. So no set point in time, but I usually see playbooks introduced from the legal team and so that might be why you haven’t really Interacted with the playbook before. Totally. and one situation that I’m interested in getting your take on. Like a way earlier stage company.
and I’m thinking of one of our customers in particular that shared with me that , it’s still one of the founders doing most of the sales. They definitely don’t have in-house counsel. They work with outside counsel and he’s mentioned that he’s making some of the same decisions over and over again.
And it’s like in collaboration with the outside council. But like, that’s obviously the other end of the spectrum where it’s way before they have a problem about, scaling to hire more attorneys. They haven’t hired their first attorney, but it has the second piece of what you said, where it feels sort of repetitive.
but they haven’t created a playbook yet and it’s sort of like, early stage startup, there’s a million things on fire and trying to decide. Is it insane for an early stage startup to create a playbook or maybe in some circumstances Would it be great if more people did it that way? So I will give a very lawyerly answer. I think it depends, right? Yeah. I probably wouldn’t think it’s a great idea for an early stage startup to come up with a playbook just on their own. Like, kind of making it up on their own. For somebody who is very in, I.
In the weeds in their contracts and is very experienced and has a good handle and has an attorney that they can trust that they’re working with, even if they’re not in-house counsel. I think that’s a very honest conversation that they can have with their outside counsel and say like, we are an early stage company and expenses, external expenses are a real difficulty for us and we value your work and we value you
the guidance that you bring to the company, but there’s a lot of stuff that seems to be happening over and over where, you know, I would rather pay you the hourly rate to help us with a very difficult project or a contract that maybe exercises your brain a little bit more as well, instead of, you know, like moving net 30 to net 45 payment terms, you know, like.
So I think it’s a smart conversation to have for an early stage company, with their outside counsel and crafting one with their outside counsel to understand when you should use it. and I think in that situation, working together with your attorney to use it and implement it so you have somebody to send the things that don’t fall within your playbook too.
Like I think that’s a very smart move for a company to make. Yeah. Makes sense. and I’ve talked to a handful of outside councils about this. They, in a lot of cases, wish that their clients were on board with it.
It’s like, okay, we talked about this two months ago and I asked about X and the company wasn’t willing or it was an acceptable risk or not. and I think the challenge from their perspective, it’s sort of like you’re asking your client to pay for something now. To potentially make you more efficient later.
Mm-hmm. And that requires, you know, like, again, I think that that fair communication between both sides, because it’s like, it’s a lot easier to pay for whatever the billing model is, hours or, or whatever, when it’s like, okay, this is gonna move a deal over the finish line.
Mm-hmm. Versus this is gonna make the next year more efficient, either in terms of faster deals or reduced fees or whatever. Yeah, and that’s definitely true, and I’m sure there are some attorneys who also are a little bit weary of playbooks because a playbook is implemented incorrectly or by somebody who doesn’t understand how to work with a playbook or understand what they’re reading.
A contract can be dangerous. But again, I think that I. Comes from a place of getting to know one another and building that trust in the attorney-client relationship. I think it’s smart and I think, you know, you brought up a really good point about how you may have asked your clients their position on something two months ago and it may come up again.
unless you actually are tracking for every single one of your clients. And as great of a service as that would be. I doubt most outside accounts are doing that. ‘ cause that’s just. Either extra admin time or extra time you’re billing to the client that they don’t really wanna be paying for.
so it does ultimately benefit both sides and it makes the relationship a better relationship. but it’s, at least when I was practicing as outside counsel, not a conventional approach. and the sense I get is that it’s much more common. You tell me if I’m right or wrong about this, to have, like when you’re outside counsel and there is a playbook, if the.
In-house council that has created it and then gives it to the outside council and said, this is what we think. So it’s less initiated by the outside council. I have seen situations where a new in-house, like the first in-house council’s hired. and there’s been a long relationship with an outside council and so they work together for the outside council to make the playbook for the in-house council to then kind of.
Continue on with, instead of just having no context of what the company has done and why. so I see it in both situations. Yep. and then just the other thing that occurs to me is just like thinking about a startup and their outside counsel that actually that phrase masks just a gigantic amount of variation because it could be a startup.
That has one deal per month. Or it could be a startup that’s doing 50 deals a month. And if you’re sending 50 things a month to your outside council, they probably have it in their head, okay, this is what this company does. But if that outside council is working with 10 different companies and each one of them is one a month, I think it’s unrealistic for them to absorb the preferences of those different companies.
I remember one time we had a conversation. And you were talking about the idea that, in an ideal world, maybe like every company before they did their first sales deal, they would set up a playbook with their attorney. I think that’s an extreme take. I would love to hear like Tiffany’s magic wand, everybody does things the way that you want.
What is your beautiful vision of playbooks for the future? If we’re assuming a world where that trust exists, and people are savvy in understanding contracts, you don’t have to be a lawyer to be able to understand contracts and you don’t have to have legal training to know what’s in your contracts.
And in fact, one of the things I would change if I had a magic wand was to make it so that everybody could run, like all contracts were written in plain English and in a way that everyone could understand instead of having definitions. Spread throughout paragraphs and buried and nested and, nested references with sections referencing other sections, but no context on what’s in the section.
If I could demystify contracts, just making them easier to understand for everybody. Beause I think that benefits everyone. So that would be kind of the first place. Yeah. It would change. And then, you know, from there, if people could start. Their company knows and understands, you know, what is an indemnity, what is, like, what does it mean when your customer asks you to give them an indemnity for something?
And what are the implications of that? What is a limitation of liability? Right? So the playbook with just the positions I don’t think is enough. But I think it has to come with that understanding of what these clauses mean and how it impacts the company in, a practical, real world basis.
Because then you can fundamentally understand what you’re agreeing to and what you’re talking about. People I think are very comfortable talking about payment terms because that’s tangible. They deal with it every day, even outside of work, right? You have to pay your credit card within a certain amount of time.
You have to pay your mortgage within a certain amount of time or your rent within a certain amount of time. So I think the playbook should come with that type of education information and then empower companies to be able to navigate in their initial sales. that could be having a conversation with an attorney to have a risk adjusted.
Path for your first initial customers, you’re probably gonna be willing to agree to anything. So like what are the important things to have? Probably termination for convenience, you know, like there’s probably a handful of things that are really important to make sure it’s a contract that doesn’t carry on forever.
If you agree to things that you wouldn’t otherwise agree to, but. I think it’s just a reality that that’s the position companies are in when they’re first getting started. even when they’re more well established later on in their company lifecycle. When the negotiation, leverage of a party is just far outweighed between a customer and provider, a playbook can serve in that too, because it can say.
Things like you only go outside the bounds of this playbook for this particular thing, like liability cap. For ARRs over X amount or for, fortune 100 companies or Whatever you decide to set that barometer at. But I think in the very early stages, it’s the combination of.
What do the clauses mean and how are they most commonly negotiated? And what do those different positions mean to you as a company so that you can start to make some of those decisions and understand or. Have informed conversations with your attorney, instead of it being a one way flow of like, here’s a contract, here’s some edits, here’s what they sent back, here’s some more edits.
You know, it’s hard to spend the time to understand what’s going on in the contract, but as a founder, I think you should know what’s in your contracts and why these things are being negotiated. so I, I actually like that framing. and I’m curious about the, like, there’s the, you know, the contract is easy to read.
The terms are explained and then there’s the, like what, what, you know, you given your company and its stage, you know, what are the different permutations of those terms that are acceptable or right for you right now? Obviously we’re both big fans of standards. Like the first one, standard contracts potentially help.
The second one. And actually this is a question like, I don’t know, is it the right thing to have your attorney explain to you what indemnity means or is it the right thing to have a really great definition that’s good for everybody? Like I imagine that last piece that has to be your attorney giving the like understanding of your company and your customer and your stage.
But like the other two pieces, does that just need one great version for the entire world, or does the attorney have a role to play in those pieces as well? I think the attorney has roles to play in both of those pieces, although I think the importance of that role is to a lesser degree than in the Third category of having the risk adjusted for your company, in your industry and at your stage of life. On the first one, even with the standards that we create, there’s some variability, there are levers that you can pull, and adjust to make it fit for your particular situation.
So even in using a standard understanding, where should you set those levers to, I think is important, in terms of the education. I think people learn in different ways if you have an attorney who’s willing to spend the time with you and help you understand, to do that. But I usually see that more in the context of an in-house attorney because you’re not paying them hourly.
Yeah. I don’t know of many early stage companies that would be willing to pay an attorney hourly rate. Just to ask them questions like, what is an indemnity? You know? but there’s a ton of information online. There’s a ton of information, made available by law firms and resource guides, educational events, and I think that people who are willing to invest in finding those that are presented in a way that.
Speaks to their learning style. I think that’s what people should be doing. So I don’t think there’s one, one, yeah. General way to do it in terms of education, but I think that people should seek it out. Yep. that makes a lot of sense to me. And I’ve now seen a bunch of different companies, playbooks, and I’ve also seen the sample one that you created for our team just to understand how it can work.
And I think there’s, to put it mildly, like a big spectrum in how consumable they can be. You know, they can be really dense and either all legalese or just like really. Optimized for something other than a non-lawyer understanding what’s going on, or they can be really nicely laid out and easy to jump into even if this is not your full-time job.
So when you think about what the different pieces are? Like if you’re making a playbook, either as an example or for, you know, a company where you know, this is, one of your tasks. What do you put in there? If we’re in the world of SaaS sales agreements, that’s the context that I think we primarily think about, when we talk about these things.
A lot of it will depend on who the audience is. Mm-hmm. And, you know, and who’s meant to implement it. So if we are talking about a world where it’s a sales team implementing the playbook mm-hmm. I would definitely want to address the baseline provisions that typically get negotiated, like indemnity, liability.
Usually people will touch on things around intellectual property like licenses, representations of warranties on IP, liability related to IP, termination and consequences when there is termination for convenience rights. because I think there’s multiple layers too. What happens if a customer has termination for convenience rights, in terms of accounting, in terms of how you manage the contract.
and so just making sure you address that ’cause that’s not necessarily intuitive. So those are probably the big things that I would always put into a playbook. Mm-hmm. and then from there, it would really depend on the particular company and what types of things they might encounter.
For a company that works in open source, there’s probably gonna be a provision about, you know, what types of open source reps you can give, what information you can give about the open source, product or components.
and you know, I think there are things that are business issues that should also be in the playbook, but that probably need to be informed by someone other than the legal team or collaborated on with. From outside the legal team, things like net payment terms, how frequently you can invoice, how long you want the contract to be.
governing law and jurisdiction is something else I’d put into the legal category that typically gets negotiated, but that could be easily implemented in a playbook. And then I would probably make a list of things that are never agreed to or always escalate.
Audit rights are often scary for a lot of companies. If confidentiality has something about residuals, that’s something you wanna be more thoughtful about. So there’s a couple things like that that I would put in just to auto flag in case somebody assumes if it’s not in the playbook, it’s okay to accept.
so that’s probably the approach I would take to it. I would have to know more about the company and who’s gonna be using it to get really detailed. No, that’s helpful. And even just within each of those sections, one of the things that I’ve really appreciated. About both the playbooks that you’ve made and some of the other ones that I’ve seen that have been shared with me is when there’s a section like audit rights or governing law and there’s sort of the, this is the topic, this is the plain language explanation of that topic.
So right in the playbook, just like the education about, you know, what is indemnity, what is governing law, and then, you know, what’s our default, what’s our preferred. And then if someone proposes X, we come back with Y or we can never accept Z. And then that last bit, which I also think is really helpful, is sort of like something about the provenance of this decision, or like where, where did this come from?
Like this was mm-hmm. This was decided by Tiffany in May, 2025, We kept giving it to everybody and so we thought we decided to do it. So just memorializing how we got here. So that six months, a year from now, whenever, when we’re deciding again, do we wanna change it, we can at least know this is why this is here.
you can still change it, but just like you have that context. So I think those elements in the playbook make it much easier for me as a non-lawyer to look at it and understand what is this? Why is this here? What does this mean? Mm-hmm. And how would we actually operationalize it? I think because I. There are a few things that grate me more than just getting a contract entirely marked up with no explanation, right? And there, yes, there are some things that I can just infer and understand from experience why you’re marking something up.
Very specific reasons why something might exist in a certain way. And so I think the more of that context you can provide along with your red line, whether as a comment or an email cover with the draft, the better because it helps the other side understand what you’re asking for.
Out of norm or off market requests that you’re making, the more you should include this context because otherwise you risk the person on the other side thinking that you just are just completely out of norm and requesting out of range things
and so being able to have that information in the playbook can help whoever’s actually implementing the playbook explain to the other side. sure, you can say it’s company policy technically true, but the deeper you can get and the more information you can provide beyond its company policy.
It helps give you legitimacy and it helps the other side understand what you actually care about so that they can find a different way to get at what they need. and that’s what the negotiation is all about. I think that’s a great point, and I wish I remembered who said this, but someone once made a comment to me along the lines of like, every off market ask.
It is probably linked back to some crazy incident where someone lost their job. and like they had an anecdote about like some, they were selling to some like university and they had some crazy ask about how data was handled or something like that. And then they finally got on the phone with a person and asked why.
And they sent them a link to a newspaper story about how the university had screwed this up and a vendor messed things up and it was a big problem and a scandal. and so like I. There, there is a backstory around it. Mm-hmm. They may not wanna share it. but yeah, I think that that really gives an understanding of like, okay, what are they worried about?
And then you can decide how to respond to that. It doesn’t mean you have to give up on it, but at least you have more context and you can potentially try to accomplish their goal maybe in another way. Right, and I think it does make it so that the things that truly are just company policy, because an executive has decided this, it makes that much more powerful if you’re not using that for every single thing and saying, this is company policy, this is company policy.
And you’re giving some of the rationale behind the things that you can give rationale for. It allows you to use company policy either to shield the information that the company wants kept confidential. Or to, really bolster behind the things that truly are just company policy.
That makes a lot of sense. When you think about it, companies are putting these playbooks into action. One thing is just scaling out. Like you have a small number, you know, one or more attorneys who decide what’s in the playbook. And then you have many more people who are not attorneys necessarily who are implementing it.
Are there other things you’ve seen that make people more productive or effective at it? So like, just making the playbook is one thing. But like, either tools or processes or education or anything that you’ve seen like this is associated with successful rollout and use. I don’t even know if there is an example of that, but I’m curious.
Anything comes to mind? you mean like successful rollout and use of the playbook? Yeah. Yeah, I mean I, anytime I tried to implement these types of guides or explainers or like self use things, I would always spend a lot of time working with the leadership of the organizations who are responsible for implementing it.
and again, I have. I primarily come from larger company experience, so maybe you don’t need to do this in a smaller company setting. but really getting leadership buy-in because I think. Unfortunately, people are a little bit skeptical when an attorney comes up to them and says, Hey, I’ve got some training for you.
Yeah. and so if you can get leadership, buy-in for them to see the value of what you’re doing, for them to understand it’s worth it for them to pull a department-wide meeting for everybody to come in and, and participate in the training. I think that can be really impactful and meaningful for usage.
I think having information on why you think having a playbook and implementing it will benefit. The team that has to implement it and has to learn it, is important, right? If you’re asking somebody to change how they’re doing their job, if you’re asking somebody to adopt a new tool, it has to come with a good reason why.
and so you can say like, we did this in X percent of contracts last year. And by implementing, if you get this playbook, you don’t have to wait for me to respond to you anymore to do this. and it allows you to kind of take the timeline into your own hands, things like that, that are kind of hard. I think it’s difficult for legal teams to come up with this type of ROI analysis, so it doesn’t have to be like hard and fast numbers.
But I think being able to explain why it’s important to invest in learning it, I think training is important. And then, you know, I think also acknowledging that people learn in different ways, and so making that training information available in different ways. Record it, write it down, send it to everybody, make it available in as many different ways as you can so that if somebody asks, you can say, I’m happy to answer your question.
Did you do the training yet? Yeah. Here’s where in the training we go over it, and if you still have questions I can help you. I think that kind of helps in terms of getting the information out as much as possible. in terms of ensuring successful adoption and rollout, I don’t know.
That’s, that’s like a tech, that’s like an o, like a business operations problem. Mm-hmm. Yeah. I think that makes a lot of sense. I do think that legal teams have, they’re really like adjacent or have power to potentially get the business folks extremely excited about it.
Like there’s this one example, I was at a larger company at the sales kickoff and each member of the exec team we were, just like updating. The global sales leadership on what we were working on, and the general counsel made sort of an offhand comment that his team was working on a project to, get the, the, the current MSA, which was, you know, 35 pages long down to something that was closer to 25 pages long.
And then all the salespeople gave him a spontaneous standing ovation. And he was like, whoa, wait, what’s going on? it obviously wasn’t the actual length of the document that mattered. It was that they perceived that this was gonna speed up the sales cycle.
This was gonna make the legal review by customers easier. That was extremely exciting to them and motivating and that he had tapped into something that was a big source of pain for them. So I think if. The legal team can map the playbook or whatever else they’re doing onto things like, Hey, you hate it when customers take forever red lines or you hate it when we don’t say yes to the customer’s red lines.
This makes that process faster or easier. This helps you close your deals faster. I think you potentially get a lot of excitement and buy-in from, from the other folks. This also reminds me of one other thing I wanted to ask you about. I’ve heard from some people that there’s hesitation.
About distributing the playbook widely among the org. Because, you know, if everybody knows that, we’ll always give on X. You know, might some people either through bad behavior or maybe just like an unsophisticated communication signal to customers, Hey, you can just ask for X and we’ll give it to you every time.
Maybe that’s a reason to just be thoughtful about who has the playbook. But, I’m curious if that has come up for you at all. I’ve seen that and I, and I share some of that hesitation as well. but I think all of this comes down to trust within the organization. I do think just in terms of the fact that the playbook, especially the playbook that has fallback provisions, in particular conditional fallback provisions of like, we are willing to accept this in these particular situations.
There is some legal strategy and risk management strategy contained in that, and you probably don’t want that open and accessible to everybody in the same way that you don’t want, HR matters, open and accessible to everybody
Most organizations that I know don’t have all of their contracts just open and accessible to everybody. it’s very much the people who are working on the contracts and then the people who need to implement the contracts or execute the contracts are the ones who have access And even then, it might just be components of it, because if that information ever got out or got into the wrong hands.
Not only could it jeopardize or make negotiations with customers more difficult, if it got into the hands of a competitor, it could give away some competitive edge. It could kind of reveal stuff about your business that you don’t want your competitors to know about. So I do think it’s important to be thoughtful about who has access to the playbook.
And I would generally say like only the people who are negotiating it should have access to the playbook.
This has been great. Are there any aspects of playbooks we haven’t talked about or things that you think folks may have questions about or anything like that?
I can’t think of any, but if you do, email us at, support@commonpaper.com. We’ve also got in-app chat as well, forms on our website. It’s all welcome and we’d love to get some questions or topics for another talk.
Awesome. All right, thanks Tiffany. Of course.