Contract Playbook and Position Tracker
Five documents and four sheets that build every position out of the contracts you already signed, and print the count that makes each tier true.
Free download · No account needed
Business Team Guidance
Enterprise order form · what you can agree without asking
Derived from [n] executed contracts. Every line carries the count, because the count is the part you can say out loud.
| If they ask for | Answer | The count behind it |
|---|---|---|
| [the position the register calls acceptable] | Yes, on the call | [n] of the last [n] closed here |
| [the position the register calls preferred] | Yes, obviously | [n], never escalated |
| [a term below the walk-away] | No. Goes to [named approver] | [n] crossings, each approved |
| [a term the playbook has no row for] | Ask. There is no position yet | [n] instances, too thin to read |
Why the number is on the page
A salesperson can say the count out loud in a negotiation. Our policy is [the preferred position] is not a sentence that survives contact with a counterparty who has already signed one of the deals that went the other way.
Every bracket fills from your own executed history. Nothing here ships with a position already in it.
A playbook ships three tiers for every clause: preferred, acceptable, walk-away. Read against the contracts your company actually signed, one of the three is routinely empty. An acceptable position nobody has ever signed is a draft wearing a tier label, and a walk-away your own deals have crossed, with no approver named against a single crossing, is not a control. So every row here carries the count of executed deals behind it, and a tier with no instances prints that instead of language.
That history is operative, not merely informative. Delaware's Uniform Commercial Code makes a sequence of conduct in previous transactions between the same two parties a course of dealing, and 1-303(d) has it supplement or qualify the terms of the agreement. The parol evidence section then lets course of dealing explain or supplement a record intended as a final expression. Its complete and exclusive statement limit sits inside paragraph (b), on consistent additional terms, not on the course of dealing in paragraph (a). Your integration clause does not switch off last year's concession.
So the register is keyed by counterparty as well as by clause type, and each position records whether the business actually operates it after signature. A term you won and never enforced is evidence of waiver under the same section, which makes an unused right a playbook problem rather than an operations one. The business team gets its own page: what to agree without asking, with the count behind each line. Applying a settled position to one inbound contract is a separate job with its own record.
What's in the pack
Clause Position Register
Preferred, acceptable and walk-away per clause per segment, each tier carrying the count of executed deals that landed on it and the ones that landed outside all three.
Executed History
One row per contract per clause: what was actually signed, which tier it reached, the counterparty, the deal size and who approved anything past the walk-away.
Business Team Guidance
One side of paper for a non-lawyer. What to agree on the call, what goes upstairs, and the number behind each line that makes it sayable in a negotiation.
The Playbook
The clause-by-clause document with the rationale for each tier, written so the position and the evidence for it arrive in the same paragraph.
Deviation Log
Live departures as they happen, with the tier reached and the approver named. A crossing with nobody against it stays open and reads as open.
Approval Matrix
Who signs off what, by tier and by threshold, with roles rather than people, so a departure routes itself instead of finding the nearest lawyer.
Reading Your Own History
The method doc: how a tier gets derived, what counts as an instance, and why a position with no instances stays marked untested rather than being published.
What The Playbook Does Not Cover
The clause types with too few executed instances to hold a position, named individually. Applying these positions to one inbound contract is the next job.
How to use it
- 1
Open in River, or take it blank
Open the pack in River and hand it your executed contracts, or download the Word documents and CSV sheets from the template library and fill them in yourself.
- 2
Send the contracts you signed
Executed agreements, order forms and amendments, in whatever shape they sit in. The final signed version is the evidence, so early drafts are noise here.
- 3
Every tier gets counted
Each clause type resolves into what was actually agreed, how often, in which segment and with which counterparty. Tiers with no instances are marked untested rather than filled in.
- 4
A named person publishes it
The counts are evidence; the position is a decision. Each row takes an owner and a date before it reaches the business team's page.
Frequently asked questions
Is this template free?
Yes. The zip is Word documents and CSV sheets, no account and no card. Edit with AI is the other half: the agent reads your executed contracts, counts what each clause actually settled at, and marks every tier your own history cannot support. Other packs sit in the template library.
What format are the downloaded files?
Word (.docx) for the five documents and CSV (.csv) for the four sheets, zipped together. Excel, Numbers and Google Sheets open the registers straight off the download, and the playbook and guidance pages open in Word or Pages. Nothing to convert.
How many executed contracts does this need?
Enough that a count means something, and the register tells you which rows are not there yet. A clause with four instances across fifty-seven deals is marked too thin to hold a position rather than given one, because a tier derived from four deals is a guess with a number stapled to it.
Why is the counterparty a column and not a note?
Because repeated conduct with the same party is legally operative. Under Delaware's course of dealing section, a sequence of conduct concerning previous transactions between those parties may supplement or qualify the terms of their agreement. A register keyed only by clause type cannot see the third identical concession to the same customer.
Our contracts all have an integration clause. Does that not settle it?
It settles less than it reads like it does. The parol evidence section puts its complete and exclusive statement limit on consistent additional terms in paragraph (b), while paragraph (a) lets course of performance, course of dealing and usage of trade explain or supplement the record regardless. Your history travels with the merger clause in place.
How is this different from reviewing a contract against a playbook?
This builds the positions; that applies them. Once a position set exists, reading one inbound contract against it and recording who called each issue is a separate job, and an NDA needs one more test: which side each clause helps here. Once a deal is signed, the obligations it created belong in a standing register, which is also where the never-operated rights surface.
What does 'Edit with AI' actually do?
It signs you up, installs this exact pack as a private workspace, and puts the agent in front of an empty Clause Position Register. Then you send your executed contracts and whatever guidance already exists, including a playbook you think is out of date, which is the most useful thing you can send.
Build the playbook out of what you actually signed
Take the Word documents and CSV sheets blank, or open this exact pack in River and hand it your executed contracts.
Edit with AI