Any recommended resources on how to create a playbook?
I know the specific clauses/fallback positions will be company specific but I am not sure where to start as far as a good document format or framework to work from.

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You need a few categories:

Hills to Die On (Things that the other side insisting upon mean your company will walk from the deal)

Preferred Positions

Fallback Position

Who (SVP Sales, GC, etc) can override preferred positions or say yes to certain fallback provisions.

Check out Contract Nerds, ACC, Law Insider for more.

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I tend to agree on the scoring but I didn't write it lol. Our playbooks are for the purchasing team mainly and the legal team. The scoring is for the summaries which is for execs for approval purposes.

Our goal was to cut down on the contracts legal had to get involved in for this particular sales team. We were pretty basic and went with a chart for the contract that this particular sales team regularly negotiated. Far left column was the original provision from the contract, followed by columns of 1st, 2nd and 3rd positions. Then we gave a training on it, to explain how to use it and the why’s. It handled about 95% of the issues and we only had 5% bubbles up to legal to deal with.

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Agree with this. A chart format works well for my business partners but education and explaining what the provisions are and why they matter on the front end are CRUCIAL!! Those are my columns one and two

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One of the big things I've always tried to include is the why. Arm the front line with logic and you can potentially avoid some escalation and negotiations.

Also, user friendly is important. 800pgs of info isn't helpful if no one wants to use it.

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I’ve done a couple as outside counsel. I don’t have the insight or perspective of in-house counsel, but when the business teams have liked whatever I have drafted it was never in terms of “you can’t agree to X” or “This has to be approved by legal”, it was more of “This is what this provision means”. A playbook must be used first to educate on WHY there is a risk and then how HOW to address that risk. Too many jump to the latter without, in very short terms, addressing the former. It’s hard, but shorter is better. No more than 3-5 pages. If they have questions “Call, don’t write, legal.”

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