If you’re a lawyer or general counsel, you’ve probably noticed the same patterns in your contracts: payment terms that always need tightening, liability caps that never match your risk profile, termination clauses that creep beyond what’s acceptable.
You already know your positions — but unless they’re written down, applied consistently, and accessible to everyone reviewing contracts, they’re just tribal knowledge. That’s a risk.
A contract review playbook is simply a written, structured set of rules for reviewing agreements.
It spells out your organisation’s preferred positions and red lines, so any lawyer on your team can apply them without guesswork.
A strong playbook will:
Playbooks are living documents — they evolve with your business, your risk appetite, and changes in law or regulation.
At a minimum, a useful playbook should include:
Many GCs start with a simple table in Word or Excel. Over time, it’s worth moving to a system that lets you update rules centrally and apply them automatically.
You don’t need software to create a playbook — but software can make it a lot more powerful. With goHeather, for example, you can set up your rules once and have every contract checked against them automatically. That means your playbook isn’t just a reference document; it’s part of your review process, every single time.
Whether you use a spreadsheet, a PDF, or a tool like goHeather, the key is to get your positions out of your head and into a playbook. The sooner you do, the sooner you stop fighting the same battles twice.
Jeff Dutton is a lawyer who advises on technology, corporate, privacy, commercial, employment and real estate law.
Jeff founded his own small law firm, Dutton Law, in 2016 (and merged it with a larger firm in 2019). Before that, Jeff was a prosecutor for the Ministry of Labour and a commercial law lawyer at a national boutique law firm.
Jeffrey is a frequent lecturer on legal matters and has been published in newspapers and trade journals. In addition, Jeff was the editor and co-author of a leading employment law text for lawyers for many years.
Education:
Western University, BA (2009)
University of Ottawa, Faculty of Law, JD (2012)
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