What level of legal review does this contract need?

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    "name": "What level of legal review does this contract need?",
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    "description": "Determines the appropriate level of legal review a contract requires before execution. Considers contract value, risk profile, template availability, counterparty terms, and the presence of IP, data processing obligations, or regulated activities to route each contract to the right review tier. Use this tool at the outset of any new commercial engagement to avoid under- or over-investing legal resource.",
    "mode": "decision",
    "entry": "Q1",
    "tags": [
      "legal",
      "contracts",
      "risk management",
      "compliance"
    ],
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  "questions": [
    {
      "id": "Q1",
      "text": "Does the total contract value or potential liability exposure exceed $50,000?"
    },
    {
      "id": "Q2",
      "text": "Is the counterparty insisting on using their own standard form agreement (their paper)?"
    },
    {
      "id": "Q3",
      "text": "Does an approved, in-date standard template exist for this contract type?"
    },
    {
      "id": "Q4",
      "text": "Does the contract involve intellectual property assignment or licensing, personal data processing, or a regulated activity?"
    },
    {
      "id": "Q5",
      "text": "Do all commercial terms fall within the pre-approved fallback positions documented by Legal?"
    }
  ],
  "outcomes": [
    {
      "id": "SELF_SERVICE",
      "label": "Self-Service — Use Standard Template"
    },
    {
      "id": "STANDARD",
      "label": "Standard Legal Review"
    },
    {
      "id": "FULL_NEG",
      "label": "Full Negotiation Required"
    },
    {
      "id": "SPECIALIST",
      "label": "Specialist Counsel Needed"
    }
  ],
  "dsl": "dag: What level of legal review does this contract need?\nversion: 1.0.0\nimage: https://images.unsplash.com/photo-1450101499163-c8848c66ca85?w=1200&q=80\ndescription: Determines the appropriate level of legal review a contract requires before execution. Considers contract value, risk profile, template availability, counterparty terms, and the presence of IP, data processing obligations, or regulated activities to route each contract to the right review tier. Use this tool at the outset of any new commercial engagement to avoid under- or over-investing legal resource.\ntags: legal, contracts, risk management, compliance\nentry: Q1\n\nQ1: Does the total contract value or potential liability exposure exceed $50,000?\n  hint: Calculate the full term value rather than annual spend alone — a three-year contract at $20,000 per year crosses the threshold. Where liability is uncapped, indeterminate, or difficult to quantify conservatively, treat the answer as yes. Penalty clauses, liquidated damages provisions, and indemnities should be factored into your estimate of potential liability.\n  yes -> Q2\n  no  -> Q3\n\nQ2: Is the counterparty insisting on using their own standard form agreement (their paper)?\n  hint: \"Their own paper\" means the counterparty has submitted a draft based on their template rather than agreeing to negotiate from your organisation's standard form. This substantially increases complexity because their terms are drafted to favour their interests, and your team must identify and redline every clause that deviates from acceptable positions. If the counterparty has sent any draft, check whose template it originates from before answering.\n  yes -> [FULL_NEG]\n  no  -> Q4\n\nQ3: Does an approved, in-date standard template exist for this contract type?\n  hint: Check the Legal intranet or contract management system for a pre-approved template. A template must have been reviewed and signed off by the Legal team within the last 24 months to qualify as current. If a template exists but has expired, or if you are unsure of its status, treat this as no and escalate to Legal for confirmation before proceeding.\n  yes -> Q5\n  no  -> Q4\n\nQ4: Does the contract involve intellectual property assignment or licensing, personal data processing, or a regulated activity?\n  hint: Regulated activities include financial services, healthcare, pharmaceuticals, export-controlled goods, and any sector subject to a specific statutory or regulatory regime. Data processing encompasses any sharing or handling of personal data subject to GDPR, CCPA, or equivalent legislation. IP provisions include ownership of work product, software licences, background IP rights, and any assignment or exclusive licensing arrangement. If any of these elements are present, specialist review is required regardless of contract value.\n  yes -> [SPECIALIST]\n  no  -> [STANDARD]\n\nQ5: Do all commercial terms fall within the pre-approved fallback positions documented by Legal?\n  hint: Pre-approved fallback positions are documented deviations from the standard template that the Legal team has already authorised in writing. If any term — payment schedule, liability cap, termination for convenience, SLA, warranty scope — sits outside those positions, the contract requires legal review even though a template exists. When in doubt, contact the Legal team for a quick scope check rather than assuming a position is covered.\n  yes -> [SELF_SERVICE]\n  no  -> [STANDARD]\n\n[SELF_SERVICE]: Self-Service — Use Standard Template\n  color: #22c55e\n  description: The contract falls within pre-approved parameters and a current standard template is available. The business owner may execute using the approved template without additional legal review, provided no terms are altered from the approved form. Retain a fully executed copy in the contract management system immediately upon signing and flag any subsequent amendment requests to the Legal team before countersigning. If circumstances change during negotiation — such as a request to deviate from the template or an increase in contract value — re-run this assessment before proceeding.\n  code: LEGAL_REVIEW_SELF\n\n[STANDARD]: Standard Legal Review\n  color: #3b82f6\n  description: The contract requires review by a qualified member of the Legal team before execution. Submit the draft via the contract management system and allow a standard turnaround of five business days, noting that complex drafts or tight commercial deadlines should be flagged at submission to enable resource planning. Provide full business context, key commercial terms, any redlines already agreed with the counterparty, and the target execution date when submitting. Do not execute the contract or communicate any binding position to the counterparty until written sign-off from Legal has been received.\n  code: LEGAL_REVIEW_STANDARD\n\n[FULL_NEG]: Full Negotiation Required\n  color: #f59e0b\n  description: The counterparty is insisting on their own standard terms, making a substantive line-by-line negotiation necessary. Assign a senior legal counsel to lead the negotiation and set aside a minimum of ten business days for initial review, internal alignment, and the first round of redlining. Brief the business owner on the key risk areas — particularly uncapped liability, indemnification obligations, and termination rights — before any positions are shared externally. Escalate to the General Counsel if a liability cap above company policy, an unlimited indemnity, or a material IP transfer cannot be negotiated out.\n  code: LEGAL_REVIEW_FULL_NEG\n\n[SPECIALIST]: Specialist Counsel Needed\n  color: #ef4444\n  description: The contract involves a specialist legal domain — intellectual property, personal data processing, or a regulated activity — that requires subject-matter expertise beyond general commercial contract review. Engage the appropriate specialist: IP counsel for assignment or licensing matters, the Privacy and Data Protection team for data processing agreements and DPIAs, or external regulated-sector counsel where a specific regulatory regime applies. Do not execute the contract or begin the relevant activity until specialist sign-off is obtained in writing. Ensure any required regulatory notifications, registrations, or approvals are completed before the contract's effective date.\n  code: LEGAL_REVIEW_SPECIALIST\n"
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