coml-customize

When to use

Use this to turn the generic reference positions into your company's own playbook, or to update it when risk tolerance, industry, or authority tiers change. Every review skill measures deviations against these positions, so this is what makes their verdicts fit your organization.

Not for: the initial capture from a blank slate (use coml-cold-start-interview), or applying the playbook to a specific contract (the review skills).

Method

1. Start from the current positions — the cold-start stub or the last playbook version.
2. Walk each row of the three reference tables and adjust the standard, fallback, and walk-away to fit. Record the rationale for every change so future reviewers understand the intent.
3. Layer industry overrides where needed — regulated data, government contracting, or high-IP work often demand stricter defaults on data, security, and IP.
4. Set signing-authority thresholds so the playbook knows when a term is auto-approvable versus escalation-only.
5. Escalation gate: never soften a gate term (uncapped liability, IP shift, data/privacy, non-standard law) into auto-approvable without counsel sign-off; those stay routed to a human.
6. Version the playbook (date + version number) and note what changed so amendment history and audits stay clean.

Example

Fintech customizing the base playbook: tighten SaaS data to "customer owns + no sub-processor without notice + data residency" (rationale: regulated data); raise vendor insurance floor to $2M with cyber (rationale: PII exposure); keep liability cap at 12 months but move any uncapped-breach ask to counsel-only. Signing authority: <$10K auto if all standard; anything with a data term is escalation-only. Versioned v2, 2026-07-11, with a change note per row.

Pitfalls

• Changing positions with no rationale, so reviewers cannot tell intent from accident.
• Softening a gate term into auto-approvable and quietly removing the counsel check.
• Ignoring industry-specific requirements that override the generic defaults.
• Not versioning, so it is impossible to tell which playbook a past review used.

Output format

PLAYBOOK — <company> | version <n> | <date>
Changes from prior version:
  - <table.row>: <old → new> — rationale: <...>
Industry overrides: <items>
Signing authority: <threshold → auto | escalation-only>
Counsel-only terms (never auto): <gate items>
Change note: <summary>

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