> ## Documentation Index
> Fetch the complete documentation index at: https://vaquill.ai/docs/llms.txt
> Use this file to discover all available pages before exploring further.

# Sign-Off Gates

> Approval levels, walk-away floors, and conditional escalation, and how they stop a redline from going out unapproved

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.

## The ladder

Every clause rule carries a base approval level, and there are four rungs.

| Level               | Who            | Effect                   |
| ------------------- | -------------- | ------------------------ |
| **None**            | Nobody         | Deviations pass silently |
| **Manager**         | Team lead      | Lowest gate              |
| **Partner**         | Senior counsel |                          |
| **General Counsel** | Top authority  | Strongest gate           |

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.

## 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.

| Field                | Feeds                                                                                                                                                                  |
| -------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- |
| **Deal value (USD)** | Rules that compare deal value against a threshold                                                                                                                      |
| **Governing law**    | Rules that check governing law. On US matters this is a state picker, plus a federal or multi-state option, so the value always matches what the rule compares against |
| **Paper side**       | Rules keyed to whether you are on their paper or your own                                                                                                              |

The severity a clause comes back at during review can also drive a rule, without any input from you.

<Warning>
  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.
</Warning>

## 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.

## 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.

<Steps>
  <Step title="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.
  </Step>

  <Step title="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.
  </Step>

  <Step title="The outcome is recorded">
    The decision travels with the review rather than living in someone's memory of the conversation.
  </Step>
</Steps>

## 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.

## 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.

## Related

<CardGroup cols={2}>
  <Card title="Clause Rules" icon="list-check" href="/docs/guides/playbooks/clause-rules">
    Where approval levels, walk-away floors, and conditional rules are authored.
  </Card>

  <Card title="Contract Review" icon="file-contract" href="/docs/guides/contract-review">
    The review surface the gate appears on.
  </Card>

  <Card title="Structure Check" icon="clipboard-check" href="/docs/guides/playbooks/structure-check">
    Catches rules that can never raise sign-off.
  </Card>

  <Card title="Document Comparison" icon="code-compare" href="/docs/guides/document-comparison">
    Compare two versions and export a Word file with native Track Changes.
  </Card>
</CardGroup>
