Triage Counterparty Redlines To Company Saas Template

---
name: triage-counterparty-redlines-company-saas-template
task_id: intellectual-property/triage-counterparty-redlines-to-company-saas-template
description: Triaging a counterparty's redlined SaaS agreement against the company's standard template and playbook to produce a structured deviation report.
activates_for: [planner, solver, checker]
---

# Skill: Triage Counterparty Redlines to Company SaaS Template

## 1. Subject-matter triage (only if applicable)

- This skill applies when the source set includes a company SaaS template, a counterparty-marked agreement, a playbook or fallback matrix, and optionally a deal summary, counterparty profile, insurance materials, or cover email.
- First determine whether the work is a true comparison exercise or a pure issue-spotting review. If a standard form and playbook are present, treat the template as the baseline and the playbook as the controlling internal convention.
- If multiple document variants exist, identify the operative version before analysis and note any superseded drafts or side letters that may affect the comparison.

## 2. Failure modes the skill is correcting

- Reviewing a marked-up agreement without identifying silent deletions, relocated provisions, or non-obvious edits that change meaning without obvious visual emphasis.
- Treating the counterparty markup as a complete summary of changes rather than checking the full agreement against the template clause by clause.
- Missing terms discussed in cover communications or deal summaries that were not carried into the marked-up draft.
- Failing to use the playbook as the benchmark for deviation severity, fallback positions, and escalation thresholds.
- Ignoring counterparty-specific context, including business profile and insurance materials, when assessing liability, security, data, or indemnity risk.
- Mixing description with conclusion: naming a deviation without stating why it matters, how it interacts with the rest of the contract, and what internal response it supports.

## 3. Legal frameworks / domain conventions that apply

- SaaS drafting is reviewed from the company’s seller- or vendor-side template position unless the source set clearly indicates otherwise.
- The standard form sets the preferred allocation of commercial, operational, confidentiality, data, IP, liability, support, renewal, and termination risk; the playbook sets acceptable movement and escalation points.
- Data provisions should be tested for ownership, license scope, permitted use, training or analytics rights, security obligations, retention, deletion, and legal compliance alignment.
- Liability provisions should be tested for cap structure, exclusions, super-cap carve-outs, disclaimer integrity, mutuality, and consequential-damage allocation.
- Intellectual property provisions should be tested for pre-existing materials, deliverables, configurations, custom work, derivative materials, feedback, and residual rights.
- Term, renewal, suspension, and termination provisions should be tested for auto-renew mechanics, notice windows, cure periods, and exit assistance against the playbook.
- Insurance requirements should be assessed against the counterparty’s risk profile and any provided certificates, endorsements, or coverage summaries.
- Any legal characterization should be tied to the governing clause or controlling authority used in the source set; do not state a conclusion without identifying the clause, rule, or cited authority that supports it.

## 4. Analytical scaffolds

1. Identify the operative documents and confirm the baseline against which deviations will be measured.
2. Compare the redlined agreement to the standard form line by line, including provisions that were deleted, moved, or changed outside tracked text.
3. Review any side communications for agreed commercial points and check whether each appears in the draft.
4. For each change, locate the relevant playbook position and classify whether the edit is acceptable, requires fallback language, or needs escalation.
5. Cross-check the change against related provisions elsewhere in the agreement so the analysis reflects clause interactions, not isolated edits.
6. Integrate counterparty risk context and insurance materials when the deviation touches liability, indemnity, data security, or other risk-sensitive terms.
7. For each issue, capture the agreement section, the template baseline, the counterparty change, the internal classification, the practical risk, and the suggested response posture.
8. Preserve silent-change findings as a distinct pass so omissions are not lost inside the issue list.
9. If only one counterparty, one template, or one insurance set is present, say so affirmatively and do not manufacture a multi-item comparison.

## 5. Vertical / structural / temporal relationships (only if applicable)

- Track how one redline affects the broader contract stack: a liability edit may alter insurance expectations; a data-use edit may affect confidentiality, security, or audit rights; a renewal edit may change termination and transition obligations.
- Note whether a proposed change is front-loaded, ongoing, or triggered at termination, and whether its effect is immediate or conditional on a later event.
- If a deviation depends on another clause, surface both clauses together and explain the combined effect rather than reporting them separately.
- Where the source set contains multiple related documents, reconcile them in the order that governs performance, payment, risk allocation, and exit rights.

## 6. Output structure conventions

- Produce a deviation report in a conventional issue-log format, not a narrative memo.
- Begin with a short methodology note stating the baseline documents reviewed and the internal standard used for comparison.
- Include a concise severity legend using a uniform ordinal scale, and apply that same scale to every issue entry.
- For each issue entry, include: clause reference, template position, counterparty edit, playbook position, severity, risk assessment, cross-reference to interacting provisions or source materials, and recommended internal response.
- Treat silent deletions, non-obvious edits, and missing carry-overs as first-class issues rather than footnotes.
- Include a separate section for counterparty profile and insurance context only to the extent it changes the deviation assessment.
- End with a short recommended actions section that assigns the next step to the relevant internal role and ties it to the deal timeline or response deadline if one is apparent from the source set.
- Keep the writing operative and self-contained so the report can be used as a negotiation and escalation tool without the source documents open.