When to use
Use this after a review is done, when a non-lawyer decision-maker needs to understand what they are signing and what to decide. It strips the legal detail down to money, risk, and the one decision in front of them.
Not for: the review analysis itself (use the review skills), a formal escalation to counsel (coml-escalation-flagger), or a full legal memo. Keep it to what a busy owner reads in two minutes.
Method
- Lead with the decision: what you need from them (sign, approve a fallback, hold) and by when.
- State the deal in one line: counterparty, what it is, value, and term.
- Give the top three to five risks in plain language — no clause numbers, just the business consequence and how likely it is.
- Give your recommendation and the reasoning, plus the trade-offs of the alternatives.
- Separate what is decided from what is still with counsel, so they know what is theirs to call.
- Escalation gate: never present a gate item (uncapped liability, IP shift, data exposure) as a routine sign-off — mark it as counsel-dependent and do not imply it is cleared when it is not.
Example
Decision needed: approve signing the Acme SaaS deal by Friday.
Deal: Acme analytics platform, $80K/yr, 1-year term.
Risks: (1) their liability is capped low, so if they cause a data problem our recovery is limited — medium likelihood; (2) price can rise up to 5% at renewal — low impact; (3) we can exit for convenience with 60 days' notice — low risk.
Recommendation: sign. The low cap is the main concession; counsel accepted it given the mutual carve-out we negotiated.
Still with counsel: none — cleared. Your call: the commercial terms.
Pitfalls
- Burying the decision under legal detail the stakeholder cannot act on.
- Using clause numbers and jargon instead of the business consequence.
- Implying a term is cleared when it is still open with counsel.
- Listing every deviation instead of the few that actually change the decision.
Output format
STAKEHOLDER SUMMARY — <deal> | for: <name> | decision by <date>
Decision needed: <sign / approve fallback / hold>
The deal: <counterparty · what · value · term>
Top risks (plain language):
- <risk> — impact <low/med/high>, likelihood <low/med/high>
Recommendation: <verdict> — <why>
Still with counsel: <items or none>
Your call: <the specific decision>
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-stakeholder-summary3description: Translate a contract review into a plain-language summary for a business stakeholder — key risks, the recommendation, and the exact decision they need to make.4---56## When to use78Use this after a review is done, when a non-lawyer decision-maker needs to understand what they are signing and what to decide. It strips the legal detail down to money, risk, and the one decision in front of them.910**Not for:** the review analysis itself (use the review skills), a formal escalation to counsel (coml-escalation-flagger), or a full legal memo. Keep it to what a busy owner reads in two minutes.1112## Method13141. Lead with the decision: what you need from them (sign, approve a fallback, hold) and by when.152. State the deal in one line: counterparty, what it is, value, and term.163. Give the top three to five risks in plain language — no clause numbers, just the business consequence and how likely it is.174. Give your recommendation and the reasoning, plus the trade-offs of the alternatives.185. Separate what is decided from what is still with counsel, so they know what is theirs to call.196. **Escalation gate:** never present a gate item (uncapped liability, IP shift, data exposure) as a routine sign-off — mark it as counsel-dependent and do not imply it is cleared when it is not.2021## Example2223> **Decision needed: approve signing the Acme SaaS deal by Friday.**24> Deal: Acme analytics platform, $80K/yr, 1-year term.25> Risks: (1) their liability is capped low, so if they cause a data problem our recovery is limited — medium likelihood; (2) price can rise up to 5% at renewal — low impact; (3) we can exit for convenience with 60 days' notice — low risk.26> Recommendation: sign. The low cap is the main concession; counsel accepted it given the mutual carve-out we negotiated.27> Still with counsel: none — cleared. Your call: the commercial terms.2829## Pitfalls3031- Burying the decision under legal detail the stakeholder cannot act on.32- Using clause numbers and jargon instead of the business consequence.33- Implying a term is cleared when it is still open with counsel.34- Listing every deviation instead of the few that actually change the decision.3536## Output format3738```39STAKEHOLDER SUMMARY — <deal> | for: <name> | decision by <date>40Decision needed: <sign / approve fallback / hold>41The deal: <counterparty · what · value · term>42Top risks (plain language):43 - <risk> — impact <low/med/high>, likelihood <low/med/high>44Recommendation: <verdict> — <why>45Still with counsel: <items or none>46Your call: <the specific decision>47```4849## Reference5051**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.5253### NDA clauses54| Clause | Standard | Fallback | Walk-away |55|---|---|---|---|56| Term | 2-3 yr (trade secrets survive longer) | up to 5 yr | perpetual on ordinary CI |57| Mutuality | mutual | one-way when we only disclose | one-way binding us as recipient |58| CI definition | marked or reasonably identifiable | all disclosed | "anything discussed", no carve-outs |59| Carve-outs | public / independently developed / rightfully received / compelled | narrowed set | none |60| Residuals | none | narrow, memory-only | broad reuse license |61| Remedies / law | mutual injunctive, our or neutral law | neutral law, no bond | one-sided + liquidated damages |6263### SaaS / MSA clauses64| Clause | Standard | Fallback | Walk-away |65|---|---|---|---|66| Liability cap | 12 mo fees | 24 mo fees | uncapped for us / their cap ≤3 mo |67| Cap carve-outs | IP, confidentiality, data breach | + willful misconduct | breach uncapped against us only |68| Indemnity | mutual IP; vendor covers data breach | mutual | we indemnify their product |69| Data | customer owns; export on exit | customer owns | vendor licenses or resells data |70| Security / SLA | SOC 2 + 99.9% + credits | 99.5% | no SLA, no security terms |71| Auto-renew | opt-in, 30-day notice | 60-day notice | evergreen, 90-day, uncapped uplift |72| Price increase | CPI or ≤5% | ≤7% | uncapped at renewal |7374### Vendor / services clauses75| Clause | Standard | Fallback | Walk-away |76|---|---|---|---|77| Payment | net-30 / net-45 | net-15 | full prepay, no milestones |78| IP in deliverables | work-for-hire to us | perpetual license to us | vendor retains |79| Insurance | ≥$1M GL + cyber | $500K | none |80| Termination | for cause + convenience, 30-day | for cause only | locked full term, no exit |81| Audit / compliance | annual audit right | on cause | none |8283### Renewal-notice tracking84| Field | Capture |85|---|---|86| Effective / expiry date | contract dates |87| Notice window | e.g. 60 days pre-expiry |88| Notice deadline | expiry − window (put on the calendar) |89| Auto-renew | yes/no + renewal term |90| Reminders | 90 / 60 / 30-day pings to the owner |
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