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A playbook that only describes good positions is a style guide. What makes it a control is the sign-off gate: the rule that says a deviation on this clause cannot go back to the counterparty until someone at a given level of authority has approved it.

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The ladder

Every clause rule carries a base approval level, and there are four rungs. Two things can raise the level above what the clause states.
  • A walk-away floor. A clause with a declared walk-away line requires Partner sign-off at minimum, even if its approval level says None. A walk-away line is never silent.
  • A conditional escalation rule that fires. If the deal matches the rule, the required level moves up to whatever the rule names.
The highest applicable level wins, and the review reports the reason alongside it.

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Deal context drives the conditional rules

Conditional rules are evaluated against the deal, so the review form has a short deal-context section that feeds them. Both fields are optional, and both are what make a rule like “require General Counsel over one million dollars” actually fire. The severity a clause comes back at during review can also drive a rule, without any input from you.
Leave deal value blank and a threshold rule cannot fire. The review still runs and still flags deviations, but the escalation you configured stays dormant.

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In Contract Review

Once a review completes, deviations and proposed redlines are stamped with the level they require. A clause that came back fully compliant never gates.
  • A banner sits above the results tabs when anything needs approval: the level required before sending, the clauses that drove it, and how many of them are declared deal-breakers.
  • Individual redlines carry their own badges: the required sign-off level and, where applicable, a Deal-breaker marker.
  • Redlines are ordered so deal-breakers and the highest sign-off levels surface first.
This gate is advisory. It makes the requirement unmissable, and it does not physically stop you from copying a redline out of the page.

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Deep review enforces it

The deep review path is the enforced version. It walks every clause and evaluates the gates as part of the run itself.
1

The run pauses

When a deal-breaker clause is hit, the review does not complete. It reports that sign-off is required before the review can be used, names the level, counts the deal-breaker clauses, and lists them.
2

Someone decides

Approve and complete releases the run, with an optional note recorded alongside the decision. Reject stops it, and the results are marked as redlines that must not be sent as-is.
3

The outcome is recorded

The decision travels with the review rather than living in someone’s memory of the conversation.

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In Drafting

Drafting applies the same positions from the other direction. Each section gets a verdict of Preferred, Fallback, or Needs attention, and the draft as a whole gets a risk band weighted by each clause’s risk weight. A high band reads as high risk with partner sign-off recommended, which is the drafting-side equivalent of the review gate. A section that hits a walk-away floor is forced to Needs attention no matter how well the rest of the clause reads.

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Limitations

  • The gate names a level of authority, not a person. There is no routing, no assignment, and no notification to a named approver.
  • In standard contract review the gate is a banner and a set of badges. Only deep review pauses and requires an explicit decision.
  • Conditional rules understand deal value, governing law, paper side, and this clause’s severity. Nothing else.
  • Deal value must be entered as a plain number for threshold rules to evaluate.
  • Whether a clause deviates at all is a model judgment. The gate is only as good as the deviation call underneath it.
  • Approval decisions are recorded on the review. They do not create an audit trail elsewhere in the product or block any other surface.
  • Nothing prevents the playbook owner from lowering an approval level and re-running.

Clause Rules

Where approval levels, walk-away floors, and conditional rules are authored.

Contract Review

The review surface the gate appears on.

Structure Check

Catches rules that can never raise sign-off.

Document Comparison

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