Review & Negotiate

When a counterparty sends you a contract, you need to review it against your organization’s standards before signing. That means reading through the entire document, checking each clause against internal policies, and figuring out which terms to push back on. Different reviewers catch different things, institutional knowledge lives in people’s heads, and the review quality varies depending on who picks it up.

Pactly Assist brings consistent, AI-powered contract review into Microsoft Word, the tool where contracts actually get negotiated. You select a playbook that defines your organization’s positions on key terms, run a review, and the AI flags every deviation with guidance on what to do about it. No switching between apps, no manual checklists.

📷 Screenshot

Pactly Assist panel open in Microsoft Word, showing the home screen with playbook review, AI chat, and clause library options

What’s Covered in This Section

Installing Pactly Assist - Get the Word add-in from AppSource, or have your IT team deploy it organization-wide
Running a Playbook Review - Review a contract against your playbook and act on the results
Using AI Chat - Ask questions about the contract, request edits, and get clause suggestions
Using the Clause Library - Browse and insert pre-approved clause language directly into the document
Manual Installation - Manifest-based deployment for organizations without AppSource access

What Pactly Assist Does

Pactly Assist is a Microsoft Word add-in built for reviewing incoming (third-party) contracts. It has three core capabilities:

Playbook Review is the main feature. You select a playbook that encodes your organization’s negotiation standards, and the AI reads the entire contract, compares each clause against your positions, and reports what’s compliant, what’s not, and what needs attention. Each finding includes guidance on your preferred position and pre-approved fallback language you can insert with one click.

AI Chat lets you ask questions about the contract in natural language. You can ask things like “what’s the liability cap?” or “does this contract have a non-compete?” and get answers grounded in the actual document text. You can also ask the AI to suggest edits or adapt clause language to match the contract’s terminology.

Clause Library gives you access to your organization’s pre-approved clause language. When you need to replace a problematic clause, you can search the library by keyword or tag, preview the clause, and insert it at your cursor position. The AI can adapt the clause to use the same defined terms as the contract you’re reviewing.

🎨 Illustration

UI-faithful: Playbook review results panel showing compliance status icons (green check, red X, yellow warning) next to position names like 'Limitation of Liability', 'Governing Law', 'Term of Agreement'

How It Fits into the Contract Lifecycle

Pactly Assist handles the review and negotiation stage of the contract lifecycle. It sits between receiving a third-party contract and sending back your redlines.

The typical flow:

A counterparty sends a contract (their paper)
The contract enters Pactly in In Review status
You open the document in Word and run a playbook review with Pactly Assist
The AI flags issues and suggests approved alternative language
You insert fallback clauses, make edits, and add justifications for any accepted deviations
You send the marked-up version back to the counterparty
If they send another version, you run the review again. Pactly tracks what changed between rounds.

Playbooks and the clause library are created and managed in the Pactly web application. Pactly Assist in Word is where they get used during actual contract review.

📐 Diagram

Horizontal flow: Counterparty sends contract → Open in Word → Run playbook review → AI flags issues → Insert fallback clauses → Send redlines back. Highlight the 'Review & Negotiate' stage in the contract lifecycle.

Key Concepts

Playbook - A set of negotiation positions that define what your organization considers acceptable in a contract. Each position checks for a specific term (e.g., “liability cap must not exceed 2x contract value”) and includes guidance and fallback language. Playbooks are created in the web app and selected when running a review.

Compliance Status - The AI’s assessment of each position against the contract. Positions are marked as compliant (meets your standard), non-compliant (deviates from your standard), uncertain (AI needs clarification), or not found (the contract doesn’t address this topic).

Fallback Clause - Pre-approved alternative language that your organization prefers when the counterparty’s clause doesn’t meet your standards. Fallbacks can be inserted into the document with track changes, and the AI can adapt them to match the contract’s defined terms.

Override - When a reviewer decides to accept a deviation from the playbook position, they can override the AI’s assessment and provide a justification. This creates an audit trail of why certain terms were accepted.