When to use
Use this as the front door when a contract arrives and you are not sure which review path it needs, or when a bundle of documents (MSA + order form + DPA) needs to be sorted and reviewed together. It classifies, dispatches, and rolls up.
Not for: deep single-type analysis once you know the type — go straight to coml-nda-review, coml-saas-msa-review, or coml-vendor-agreement-review. Setting up the playbook first is coml-cold-start-interview.
Method
- Identify document type: NDA, SaaS/MSA, vendor/services, or a proposal/order form. If the bundle mixes types, list each and its dependencies.
- Run a first-pass red-flag scan across all documents: uncapped liability, IP shifts, data/privacy terms, auto-renewal, missing exit — anything on the escalation gate.
- Route each document to the matching review skill; note which incorporate others by reference so nothing is reviewed in isolation.
- Escalation gate: if the red-flag scan hits any gate item, flag it now (coml-escalation-flagger) so counsel starts in parallel with the detailed review.
- Consolidate the sub-verdicts into one recommendation and a prioritized issues list.
Example
Bundle: mutual NDA + SaaS MSA + order form. Type map: NDA → coml-nda-review; MSA → coml-saas-msa-review; order form incorporates MSA, review together. Red-flag scan: MSA has uncapped breach liability against you (escalate now). Consolidated verdict: NEGOTIATE — one blocker (liability), two fallback deviations (auto-renew, price cap). Counsel engaged on liability while redlines drafted.
Pitfalls
- Reviewing an order form without pulling the MSA it incorporates.
- Sending everything to counsel indiscriminately instead of triaging first — or the reverse, missing a gate item.
- Producing per-document verdicts with no single recommendation for the decision-maker.
- Losing track of which document controls when terms conflict across the bundle.
Output format
REVIEW TRIAGE — <counterparty> | docs: <count> | date
Type map:
- <doc> → <route> (incorporates: <refs>)
Red-flag scan: <gate hits or clean>
Sub-verdicts: <doc → SIGN/NEGOTIATE/REJECT>
Consolidated verdict: <one recommendation>
Priority issues: <ranked list>
Escalated to counsel: <items or none>
Reference
Attorney-escalation gate — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.
NDA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Term |
2-3 yr (trade secrets survive longer) |
up to 5 yr |
perpetual on ordinary CI |
| Mutuality |
mutual |
one-way when we only disclose |
one-way binding us as recipient |
| CI definition |
marked or reasonably identifiable |
all disclosed |
"anything discussed", no carve-outs |
| Carve-outs |
public / independently developed / rightfully received / compelled |
narrowed set |
none |
| Residuals |
none |
narrow, memory-only |
broad reuse license |
| Remedies / law |
mutual injunctive, our or neutral law |
neutral law, no bond |
one-sided + liquidated damages |
SaaS / MSA clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Liability cap |
12 mo fees |
24 mo fees |
uncapped for us / their cap ≤3 mo |
| Cap carve-outs |
IP, confidentiality, data breach |
+ willful misconduct |
breach uncapped against us only |
| Indemnity |
mutual IP; vendor covers data breach |
mutual |
we indemnify their product |
| Data |
customer owns; export on exit |
customer owns |
vendor licenses or resells data |
| Security / SLA |
SOC 2 + 99.9% + credits |
99.5% |
no SLA, no security terms |
| Auto-renew |
opt-in, 30-day notice |
60-day notice |
evergreen, 90-day, uncapped uplift |
| Price increase |
CPI or ≤5% |
≤7% |
uncapped at renewal |
Vendor / services clauses
| Clause |
Standard |
Fallback |
Walk-away |
| Payment |
net-30 / net-45 |
net-15 |
full prepay, no milestones |
| IP in deliverables |
work-for-hire to us |
perpetual license to us |
vendor retains |
| Insurance |
≥$1M GL + cyber |
$500K |
none |
| Termination |
for cause + convenience, 30-day |
for cause only |
locked full term, no exit |
| Audit / compliance |
annual audit right |
on cause |
none |
Renewal-notice tracking
| Field |
Capture |
| Effective / expiry date |
contract dates |
| Notice window |
e.g. 60 days pre-expiry |
| Notice deadline |
expiry − window (put on the calendar) |
| Auto-renew |
yes/no + renewal term |
| Reminders |
90 / 60 / 30-day pings to the owner |
1---2name: coml-review3description: Triage an incoming commercial document, route it to the right review skill, run a first-pass red-flag scan, and produce a consolidated verdict.4---56## When to use78Use this as the front door when a contract arrives and you are not sure which review path it needs, or when a bundle of documents (MSA + order form + DPA) needs to be sorted and reviewed together. It classifies, dispatches, and rolls up.910**Not for:** deep single-type analysis once you know the type — go straight to coml-nda-review, coml-saas-msa-review, or coml-vendor-agreement-review. Setting up the playbook first is coml-cold-start-interview.1112## Method13141. Identify document type: NDA, SaaS/MSA, vendor/services, or a proposal/order form. If the bundle mixes types, list each and its dependencies.152. Run a first-pass red-flag scan across all documents: uncapped liability, IP shifts, data/privacy terms, auto-renewal, missing exit — anything on the escalation gate.163. Route each document to the matching review skill; note which incorporate others by reference so nothing is reviewed in isolation.174. **Escalation gate:** if the red-flag scan hits any gate item, flag it now (coml-escalation-flagger) so counsel starts in parallel with the detailed review.185. Consolidate the sub-verdicts into one recommendation and a prioritized issues list.1920## Example2122Bundle: mutual NDA + SaaS MSA + order form. Type map: NDA → coml-nda-review; MSA → coml-saas-msa-review; order form incorporates MSA, review together. Red-flag scan: MSA has uncapped breach liability against you (escalate now). Consolidated verdict: NEGOTIATE — one blocker (liability), two fallback deviations (auto-renew, price cap). Counsel engaged on liability while redlines drafted.2324## Pitfalls2526- Reviewing an order form without pulling the MSA it incorporates.27- Sending everything to counsel indiscriminately instead of triaging first — or the reverse, missing a gate item.28- Producing per-document verdicts with no single recommendation for the decision-maker.29- Losing track of which document controls when terms conflict across the bundle.3031## Output format3233```34REVIEW TRIAGE — <counterparty> | docs: <count> | date35Type map:36 - <doc> → <route> (incorporates: <refs>)37Red-flag scan: <gate hits or clean>38Sub-verdicts: <doc → SIGN/NEGOTIATE/REJECT>39Consolidated verdict: <one recommendation>40Priority issues: <ranked list>41Escalated to counsel: <items or none>42```4344## Reference4546**Attorney-escalation gate** — route to counsel before agreeing, never decide alone, on: uncapped or one-sided liability, IP assignment or ownership shifts, indemnity you would owe for the vendor's own product, data-breach or privacy obligations, non-standard governing law or mandatory arbitration, anything a business owner cannot reverse, or any deal above your signing authority.4748### NDA clauses49| Clause | Standard | Fallback | Walk-away |50|---|---|---|---|51| Term | 2-3 yr (trade secrets survive longer) | up to 5 yr | perpetual on ordinary CI |52| Mutuality | mutual | one-way when we only disclose | one-way binding us as recipient |53| CI definition | marked or reasonably identifiable | all disclosed | "anything discussed", no carve-outs |54| Carve-outs | public / independently developed / rightfully received / compelled | narrowed set | none |55| Residuals | none | narrow, memory-only | broad reuse license |56| Remedies / law | mutual injunctive, our or neutral law | neutral law, no bond | one-sided + liquidated damages |5758### SaaS / MSA clauses59| Clause | Standard | Fallback | Walk-away |60|---|---|---|---|61| Liability cap | 12 mo fees | 24 mo fees | uncapped for us / their cap ≤3 mo |62| Cap carve-outs | IP, confidentiality, data breach | + willful misconduct | breach uncapped against us only |63| Indemnity | mutual IP; vendor covers data breach | mutual | we indemnify their product |64| Data | customer owns; export on exit | customer owns | vendor licenses or resells data |65| Security / SLA | SOC 2 + 99.9% + credits | 99.5% | no SLA, no security terms |66| Auto-renew | opt-in, 30-day notice | 60-day notice | evergreen, 90-day, uncapped uplift |67| Price increase | CPI or ≤5% | ≤7% | uncapped at renewal |6869### Vendor / services clauses70| Clause | Standard | Fallback | Walk-away |71|---|---|---|---|72| Payment | net-30 / net-45 | net-15 | full prepay, no milestones |73| IP in deliverables | work-for-hire to us | perpetual license to us | vendor retains |74| Insurance | ≥$1M GL + cyber | $500K | none |75| Termination | for cause + convenience, 30-day | for cause only | locked full term, no exit |76| Audit / compliance | annual audit right | on cause | none |7778### Renewal-notice tracking79| Field | Capture |80|---|---|81| Effective / expiry date | contract dates |82| Notice window | e.g. 60 days pre-expiry |83| Notice deadline | expiry − window (put on the calendar) |84| Auto-renew | yes/no + renewal term |85| Reminders | 90 / 60 / 30-day pings to the owner |
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