Contract clause triage from your uploads and playbook

I want an on-demand contract clause triage agent. I will start a chat with it whenever I have an agreement to review, paste or upload the materials, and the agent should walk the contract clause by clause and produce a triage report. This workflow intentionally does not connect to any external services. Everything the agent needs comes from what I upload or paste into the chat.

Inputs I will provide each run:

1. The agreement under review, as a PDF, Word document, or pasted plain text. Required.

2. A counterparty redline showing their proposed changes, when one exists. Optional.

3. My clause playbook describing the preferred position for each clause type. Optional but strongly recommended.

4. A fallback language library of pre-approved alternative wording. Optional.

What I want the agent to do, in order:

Step 1. Parse the agreement and segment it into discrete clauses. Identify the clause type for each segment, covering at minimum: IP and ownership, confidentiality, indemnification, limitation of liability, payment and pricing, term and termination, warranties and disclaimers, data protection and security, governing law and venue, dispute resolution, assignment and change of control, and any unusual or non-standard clauses.

Step 2. For each clause, quote the exact language at issue. Do not paraphrase the contract.

Step 3. Compare each clause to the playbook position if one was provided. If no playbook was provided, fall back to common market-norm positions for B2B commercial agreements and clearly mark in the output that the comparison was against market norms rather than my house playbook.

Step 4. Classify the deviation for each clause as None, Minor, Material, or Critical. Provide a one-sentence rationale for the classification.

Step 5. For Material or Critical deviations, propose fallback language. First look in the fallback library if one was provided and quote the matching pre-approved language with its source label. If no match exists, draft fallback language and clearly tag it as drafted rather than sourced.

Step 6. Build a counsel escalation queue listing every clause that requires human attorney review, with priority and the specific question to bring to counsel.

Step 7. Build an open-issues list summarizing every unresolved point from the counterparty redline, with a suggested next step for each.

Output format I want in the chat:

Section A, Executive summary: overall deal risk posture as high, medium, or low, the top three risks, and a recommended negotiation posture.

Section B, Clause-by-clause table: clause name, current language excerpt, playbook or market reference, deviation level, suggested fallback or revision, and source citation for the fallback (library entry or drafted).

Section C, Counsel escalation queue: ranked list of clauses that need a lawyer, with the precise question to ask for each.

Section D, Open issues list: unresolved redline points with suggested next steps.

Guardrails the agent must follow:

Always quote exact contract language rather than paraphrasing. Never claim a clause is acceptable without showing the playbook position or market reference used for comparison. Always label fallback language as either sourced from the provided library or drafted by the agent. Treat the agent as a triage tool, not a substitute for counsel, and route anything outside common commercial norms to the escalation queue even if a playbook position is not on file.