The Atlas AnyLegal OSS — documentation bound to its code
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backend/anylegal_oss/workspace/seeds/positions.md

The generic starter Playbook seed — the "WHAT positions to advocate" layer, distinct from Instructions. Lays out standard negotiating positions across seven clause families (indemnification, limitation of liability, termination, governing law, confidentiality, IP ownership, dispute resolution), each as an Our-position / Red-line / Acceptable triple (e.g. liability mutual-cap at 12 months' fees; red line unlimited or >2× annual fees). The agent reads it when reviewing or drafting and flags deviations. When you want the default playbook the agent checks contracts against, before a firm tailors its own.

Open in the Skills & Prompts Explorer →

Playbook — Standard Positions

This file defines your organization's standard negotiating positions. The AI agent reads this when reviewing or drafting contracts.

Indemnification

  • Our position: Mutual indemnification, capped at contract value
  • Red line: Uncapped indemnification or indemnification for third-party IP claims without carve-out
  • Acceptable: Indemnification capped at 1x annual fees with standard carve-outs

Limitation of Liability

  • Our position: Mutual cap at 12 months of fees paid/payable
  • Red line: Unlimited liability or liability exceeding 2x annual fees
  • Acceptable: Cap at total fees paid in prior 12 months; exclude gross negligence and willful misconduct

Termination

  • Our position: Either party may terminate for convenience with 30 days' notice
  • Red line: No termination for convenience or >90 day notice period
  • Acceptable: 60-day notice for termination for convenience

Governing Law

  • Our position: [Your preferred jurisdiction]
  • Red line: Jurisdiction with no connection to either party
  • Acceptable: Jurisdiction of the counterparty if commercially necessary

Confidentiality

  • Our position: Mutual confidentiality, 3-year survival post-termination
  • Red line: Perpetual confidentiality or no carve-outs for legally required disclosure
  • Acceptable: 2-5 year survival period with standard carve-outs

IP Ownership

  • Our position: We retain all pre-existing IP; deliverables assigned upon full payment
  • Red line: Work-for-hire with no license back
  • Acceptable: Joint ownership with clear usage rights

Dispute Resolution

  • Our position: [Arbitration / Litigation] in [preferred venue]
  • Red line: Binding arbitration with no right to injunctive relief
  • Acceptable: Mediation first, then arbitration under [preferred rules]

Edit this file to match your firm's actual positions. The AI agent uses these positions when reviewing contracts and will flag deviations.