Legal & Paralegal · Agent workflow

A contract redline brief, ready before counsel opens the document

ZeroTwo reads an incoming contract, checks each clause against your playbook, and drafts a brief: a ranked issue list with clause citations, a proposed severity, fallback wording from your approved language, and who to escalate to. Counsel reviews every item.

The output is a brief, not a tracked-changes copy of the contract. It is first-pass review, not legal advice.

Automate the redline brief See one finding in full

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Brief · Counterparty MSA

Fictional example

Draft for counsel. Nothing here has been accepted.

Indemnity with no cap on amount
Clause 12.3
Hard stop
Liability carve-out outside your approved positions
Clause 9.1
Hard stop
IP assignment broader than the playbook allows
Clause 14.2
Hard stop
Payment terms longer than your default
Clause 6.4
Negotiable
Governing law differs from your preferred forum
Clause 18.1
Negotiable
Data-residency addendum. Your playbook says nothing
Clause Sched. C
No position

What comes out, and what does not

Searching for a redline often means an edited document. This workflow documents a brief next to the contract. Know which one you are getting before you build a process around it.

Outputs of the contract redline brief workflow and whether each is included
Output	Included	Note
Ranked issue list	Yes	Each finding carries a clause number, a severity and the playbook rule it was checked against.
Fallback wording	Yes	Proposed text for the clauses counsel can redline directly, drawn from the approved language you provide.
Deal context and escalations	Yes	Customer tier, deal value and close date from your CRM, so size-based escalation rules can apply.
Tracked-changes copy of the contract	Not part of this workflow	This page describes a brief. Counsel applies accepted wording in their own redline.
Edits to the original file	No	The agent reads the contract and writes a separate brief. The document itself is not altered.
A legal conclusion	No	Severity is a proposal. Counsel decides what to accept, change or reject.

One finding, from clause to sign-off

Every finding in the brief should carry the same seven fields, so counsel can check it against the contract in seconds and decide.

The clause, the playbook rule and the fallback below were written for this page. They are not lawyer-reviewed and are not model language. Your playbook supplies the real ones.

Clause: 12.3 Indemnification, page [n]
The contract says: “Supplier shall indemnify and hold harmless Customer from all third-party claims arising out of the Services, without limit as to amount.”
Playbook rule: Supplier indemnity is capped at fees paid in the prior 12 months. Any uncapped indemnity is escalated to VP Legal.
Proposed severity: Hard stop
Fallback wording: “Supplier’s total liability under this Section 12.3 shall not exceed the fees paid by Customer in the twelve months preceding the claim.”
Escalation: VP Legal, because the clause is uncapped. Deal tier and value from the CRM record shown alongside.
Counsel decision: Accept / Edit / Reject. Name and date: ________ (left blank on purpose)

Three things a clause can turn out to be

The first two are the expected cases. The third is where you find out whether a first pass can be trusted.

Hard stop

Deviates from the playbook

The clause breaks a rule your playbook marks as non-negotiable. The brief quotes it, cites the clause, names the rule and drafts approved fallback wording. If the rule has an escalation path, the brief says who.

Negotiable

Gap you can negotiate

The clause differs from your preferred position but your playbook allows movement. The brief separates the legal point from the commercial ask, so sales pressure is not mistaken for legal risk.

No position

Clause your playbook does not cover

The agent should not guess. It lists the clause as having no playbook position, quotes it and leaves the call to counsel. These are worth reading first, because an unfamiliar clause is where a first pass is least reliable.

How ZeroTwo prepares the brief

Runs each time a new counterparty contract reaches your inbox, and posts the brief to your legal channel. A new MSA landing at 5:12 PM with a deal closing Friday is the situation it is built for.

Read the incoming contract
Pick up the attachment from the legal inbox and identify the sender and which deal it relates to.
Pull the deal context
Fetch customer tier, deal value and close date from the CRM record, so escalation rules that depend on size can apply.
Read your playbook
Load the approved clauses, fallback positions and escalation matrix you keep, plus past negotiation outcomes if you record them.
Map every clause
Give each clause one status: matches, deviates or no playbook position. Draft fallback wording only where you supplied approved language.
Log it and post the brief
Add the contract to your tracker, flag escalations, and post the brief to the legal channel for counsel and the deal owner.

What it can miss, and what stays with counsel

The agent checks the playbook you wrote down. It cannot flag a risk nobody defined, and a page it cannot read is a page it did not check. Design the process so those gaps are visible.

Make omissions visible

Ask for a clause inventory that lists every clause with a status, so a silently skipped clause shows up as a gap in the numbering.
Ask the agent to list anything it could not read, such as a scanned page or an exhibit that did not open.
Run it on a contract counsel has already reviewed and compare the issue lists before you trust it on live paper.
Spot-check findings at every severity, including a few marked as matching your playbook.
Read the no-position clauses yourself first.

Counsel keeps

Reading the contract. The brief points at clauses; it does not replace reading them.
Deciding what to accept, edit or reject, and signing off.
Any issue your playbook does not define. The agent only checks what you have written down.
Whether it is appropriate to share this contract with a third-party tool. Check your NDA and client rules first.

How ZeroTwo handles your data is described in the privacy policy.

A starting prompt

Fill in the brackets. It asks for the clause inventory, for no guessing on uncovered clauses, and for a list of anything unreadable.

When a new contract arrives at [legal inbox], read it against our playbook in [Notion page].

Return:
1. A clause inventory: every clause by number, each with one status (matches playbook, deviates, or no playbook position).
2. For each deviation: quote the clause, cite its number, name the playbook rule, propose a severity and draft fallback wording using only our approved language.
3. For each clause with no playbook position: say so and do not guess.
4. Escalate [indemnity above $1M] to [VP Legal]. Pull the customer tier and deal value from [CRM record].
5. A list of anything you could not read.

Post the brief to #legal-reviews as a draft for counsel.

Use this for incoming paper, and these for the rest

This page covers negotiation prep for one contract someone else sent you. Browse every workflow in agent use cases.

On the deal side: Post-Call Deal Package and Pipeline Intervention Brief.

Questions about AI contract redline briefs

What happens if ZeroTwo misses something in a contract?

It can. It only checks what your playbook defines, so an issue the playbook does not cover, or a page it could not read, may not appear. To make omissions visible, ask for a clause inventory that lists every clause with a status and for a list of anything unreadable, and run it on a contract counsel has already reviewed. Counsel still reads the contract and signs off. The brief is a first pass, not a replacement for review.

Is the output a redline, tracked changes or a brief?

A brief: an issue list with clause citations, severities and proposed fallback wording. This workflow does not produce a tracked-changes copy of the contract or edit the original file, so counsel applies accepted wording in their own redline.

What does it do with a clause that is not in our playbook?

It should list the clause as having no playbook position, quote it, and leave the decision to counsel rather than guess. Put that instruction in the prompt and check in the first runs that it was followed.

Can it use our preferred clause language and fallback positions?

Yes, if you provide them. Share your approved clauses, fallback positions, escalation rules and, if you keep them, past negotiation outcomes. Fallback wording is only as good as the language you supply, and counsel should review it.

What contract types is it written for?

MSAs, NDAs, vendor agreements, licensing agreements, partnership agreements and SOWs. The more standardized your review process is, and the clearer your clause playbook, the more useful the brief.

Can it separate legal risk from commercial preference?

It can sort findings into hard-stop issues, preferred fallbacks and commercial asks when your playbook says which is which. Counsel confirms the categories, since a commercial ask can carry real legal exposure.

What else goes into the brief besides the contract?

Your playbook, and optionally deal context from your CRM: customer tier, deal value and close date. That lets escalation rules that depend on deal size apply. None of it is assumed. The agent uses what you connect or paste.

Will this help a small company without a legal team?

A structured brief of liability caps, IP assignment and indemnification can help a founder do a more organized first read. It is not legal advice, and signing decisions on high-stakes paper still warrant a lawyer.

Test it on a contract counsel has already reviewed

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