Red-flag customer contracts for change of control and exit rights

The decision tree

6 typed decisions, each with an action for every answer

At fixed moments in a run, the engine puts one narrow question to a decision model. The decision model never writes text: it answers yes or no with a probability, picks from listed options, or gives a score, about a small slice of the material. The engine then does exactly what this tree says, which is what makes the run auditable. The thresholds are the template's design values, not measured results.

1. 1

   Planner, while planning

   Scope checkYes or no, with a probability

   Before work starts on a unit

   Is this folder's main document an executed customer agreement, rather than a template, a quote or a supplier contract filed in the wrong place?

   Sees only: The main document's title, parties and signature page

   Why: Misfiled and unsigned documents are reported, not reviewed as contracts.

   00.30 and 0.601

   • Yes: 0.60 or higher→thenAccept
   • Unsure: 0.30 up to 0.60→thenAccept
   • No: below 0.30→thenSkip this unit
2. 2

   Before workers, before a task runs

   Small worker or strong modelYes or no, with a probability

   Before a task runs

   Is the agreement on the target's own standard terms, without negotiated riders or the customer's paper?

   Sees only: The agreement's first pages and its list of annexes

   Why: Customer-paper contracts hide their restrictions in unusual places.

   00.40 and 0.601

   • Yes: 0.60 or higher→thenAccept
   • Unsure: 0.40 up to 0.60→thenEscalate to a strong model
   • No: below 0.40→thenEscalate to a strong model
3. 3

   After workers, the judge checks

   Evidence checkYes or no, with a probability

   After a worker answers

   Does the quoted clause let the customer terminate or withhold consent on a change in ownership of the target, as opposed to an assignment of the contract only?

   Sees only: The flag, the quoted clause and the agreement's definitions

   Why: In a share deal only the ownership trigger matters, and the two are easily confused.

   00.50 and 0.901

   • Yes: 0.90 or higher→thenAccept
   • Unsure: 0.50 up to 0.90→thenEscalate to a strong model
   • No: below 0.50→thenReject and retry
4. 4

   Evidence checkYes or no, with a probability

   After a worker answers

   Do the sections listed as searched include the assignment, termination and general provisions of this agreement?

   Sees only: The 'no flag' result, its searched-sections list and the table of contents

   Why: A clean result is only worth something if the right sections were read.

   00.50 and 0.851

   • Yes: 0.85 or higher→thenAccept
   • Unsure: 0.50 up to 0.85→thenReject and retry
   • No: below 0.50→thenReject and retry
5. 5

   Reconciler, while merging

   Conflict checkA choice among options

   While reconciling

   Does an order form or amendment in the folder change the termination or exclusivity terms of the main agreement?

   Sees only: The main clause and the later document's passage on it

   Why: The signed amendment, not the main agreement, is often where the exit right sits.

   • Changes the term and says so→thenAccept
   • Changes it without saying which prevails→thenMark unresolved
   • Leaves the term untouched→thenAccept
6. 6

   Accountable person, before anything is settled

   Person decidesYes or no, with a probability

   Before anything is reported as settled

   Does this flag sit in a contract with one of the top-ranked customers by revenue?

   Sees only: The flag and the customer's revenue rank

   Why: Deal counsel confirms every flag that can move the price.

   Accountable: Deal counsel confirms each red flag and decides what goes into the report and the price discussion.

   00.10 and 0.301

   • Yes: 0.30 or higher→thenAsk a person
   • Unsure: 0.10 up to 0.30→thenAsk a person
   • No: below 0.10→thenAccept