Playbooks

Write your positions down once.

A playbook is what you will and won't sign, in structured form: the thresholds that make a clause acceptable, the fallbacks you'll settle for, and the point at which it goes to a lawyer. Every review is scored against it, which is why Vern's answers are yours and not a market average.

Starter templates
38 positions
Every save
A new version
Fallbacks
Three tiers deep
Setup
From your own contracts
The editor · click a position

A position is more than a red line.

It carries what you want, what you'll accept instead, when to escalate, and how to argue it.

Playbooks / Client Terms of Business 38 positions DRAFT v12 · 2 UNPUBLISHED CHANGES
RUNS PIN THE VERSION THEY USED Discard draft Publish v12
COMMERCIAL
L-01 Fees & rebates
RISK & LIABILITY
L-06 Insurance EDITED
PEOPLE
R-02 Notice and termination
+ Add position Draft from past contracts
L-04 Liability cap Risk & liability ACTIVE
OUR POSITION

Aggregate liability capped at no more than 2× annual fees; indirect and consequential losses excluded for both parties.

ACCEPTABLE IF
Cap ≥ 1× annual feesExclusions are mutualCarve-outs: death/PI, fraud, IP only
FALLBACK TIERS
T1 Cap at 2× annual fees, mutual exclusions preferred
T2 Cap at 3× with agreed carve-outs acceptable
T3 Anything below, route to counsel last resort
ESCALATE WHEN
Liability uncapped in any formCap below 1× annual fees
GUIDANCE FOR VERN

Lead with mutuality rather than cap size, clients accept 2× readily when exclusions cut both ways. Cite our insurance limit (£2m) only if pressed.

HOW VERN APPLIES THIS
8.1 Limitation of liability 12 Weak
Meridian ToB · would trigger L-04 → Escalate
USAGE

Triggered in 9 of the last 24 reviews. Suggested wording accepted 78% of the time.

Based on the UK Client Terms template, 38 clauses. Reset to template
Getting one

Nobody writes 38 positions from a blank page.

So don't. Start from the UK template and edit what's wrong, or hand Vern five to ten contracts you've already signed and let it work out what your positions actually are.

ROUTE 1 · TEMPLATE
Start from the UK set

A 38-position client-terms playbook and a general commercial set, both written against UK law. Sensible defaults you can disagree with.

Client Terms of Business 38
Contractor agreement 24
General commercial 31
NDA 12
ROUTE 2 · YOUR PRECEDENTS NEW
Let Vern read what you've already signed

Upload five to ten signed contracts. Vern drafts positions from what you actually agreed to, and tells you where your own history contradicts itself. Reading precedents doesn't consume credits.

DRAFTED POSITIONS · 31 OF 38 DRAFTED FROM 7 CONTRACTS
L-02 Payment terms, 30 days HIGH CONFIDENCE

Consistent across all 7 precedents. Two included 4% late-payment interest, added as an acceptable condition.

L-04 Liability cap, 2× annual fees CHECK THIS

4 of 7 capped at 2×. But you signed uncapped liability twice (Calloway, Osier), drafted the 2× position anyway; confirm that’s the standard you want enforced.

R-01 Restrictive covenants, needs your call INCONSISTENT

Ranges from 6-month client-only to 12-month 50-mile across precedents. Drafted the middle, review before publishing.

L-07 Temp-to-perm transfer fees, drafting…
EVERY DRAFTED POSITION CITES ITS SOURCE CONTRACTS · NOTHING PUBLISHES WITHOUT YOUR REVIEW
Versioning

Change your mind without rewriting history.

Every publish writes an immutable version, and every review records the exact version it was scored against. Tighten your liability position in July and the review you ran in May still says what it said, with the reasoning that was true at the time.

Which matters more than it sounds: if you can't tell whether a verdict changed because the contract changed or because you changed, the audit trail is worthless.

v12 Liability cap tightened to 2× draft
v11 Covenant reduced to 6 months 14 reviews used this
v10 Added insurance position L-06 31 reviews used this
v09 Drafted from 7 precedents first published
RUNS PIN THE VERSION THEY USED · NOTHING IS RETROSPECTIVELY RESCORED
One playbook, every surface

Written once. Enforced everywhere.

There is no second copy of your positions living inside the Word add-in or the email lane. Every surface reads the same published version.

In the Word add-in

Your fallback tiers become the wordings you cycle through, and drafting writes a contract that already holds them.

In Ask Vern

The chat fetches the relevant position with a tool before answering, so it argues your line rather than a general one.

In email-in and the API

A contract forwarded by a colleague who’s never logged in is still scored against the same published version.

Send us five contracts you've signed.

We'll draft your playbook from them on the call, and you'll see where your own paperwork has been disagreeing with itself.