margin/danielle for contract redlining
built on the Danielle Harness →
Margin.

Forward the contract.
Get the redline.

Margin is the email-native contract redlining product on the Danielle Harness. CC her on a draft and a tracked-changes version comes back in under ten minutes — every change tagged to a rule in your playbook.

Word + PDFtracked changesWord-native · nothing re-renderedv2.0
CC team@danielle.legalRun a pilot →
01/the flow

Three actions.
One email.

No portal. No upload. No new tool to learn. The work happens where contracts already live.

01

Forward.

Compose your reply to counterparty. CC team@danielle.legal. Attach the latest draft. That’s it.

02

Wait.

Danielle parses the draft, applies your playbook, drafts redlines, and stamps each one with the rule that triggered it. Under ten minutes.

03

Counter-redline.

You get back a tracked-changes DOCX. Accept, reject, or send — same workflow you already have.

compose · gmail.com
Tosarah.chen@counterparty.com
Cc
team@danielle.legalmarcus.lee@yourcompany.com
SubjectRe: Vendor MSA v14 — turn for redline
AttachDOCXVendor_MSA_v14.docx· 184 KB

Sarah —

Thanks for the turn. Looping in Danielle to redline against our playbook; she'll send a tracked-changes version back to this thread in a few minutes.

Best,
Marcus

02/the diff

Every change tagged to a rule.

Danielle returns a tracked-changes DOCX, but the audit surface is a diff. Every strike, insert, and mutualization carries the playbook rule that produced it. A custom compiler writes the changes into your original .docx — styles, fonts, numbering, headers, footers, and macros intact, never re-rendered or flattened. The file you send is the file you get back, only redlined.

Vendor_MSA_v14.docx › §10 Limitation of Liability+8  −3  rule 04 / 38
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10. LIMITATION OF LIABILITY.
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10.1 Liability Cap. The maximum aggregate liability of
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Provider arising out of or related to this Agreement
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each party arising out of or related to this Agreement
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shall not exceed the greater of (a) US$50,000 or
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shall not exceed the greater of (a) US$1,000,000 or
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(b) three (3) months of Fees paid in the prior period.
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(b) twelve (12) months of Fees paid in the prior period.
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10.2 Exclusion of Damages. In no event shall
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Customer be liable for any indirect, consequential,
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either party be liable for any indirect, consequential,
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incidental, or special damages.
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10.3 Carve-outs. The limits in §10.1 shall not apply to
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breaches of confidentiality, indemnification obligations,
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or a party’s gross negligence or willful misconduct.
ruleLIMITATION_ON_LIABILITY · require mutuality · floor: 12mo fees
playbookstandard.v3.2 · 18 clause families · 4 carve-out rules
applied2026-05-28T10:47Z · 6m 12s round-trip · CC team@danielle.legal
−3 strikes+8 inserts± 2 mutualize
03/coverage

18 clause families. 8 contract types.

The default playbook covers the 18 clause families that appear in most commercial agreements. Bring your own playbook and Danielle calibrates to your exact positions.

contract types · 8
MSAs
NDAs
DPAs
SOWs
SaaS Terms
Vendor Onboarding
Employment Letters
Order Forms
clause categories covered · 12 of 18 shown
Payment Terms
Limitation of Liability
Termination
Indemnity
IP Assignment
Data Protection
Insurance
Governing Law
Confidentiality
Warranties
Audit Rights
Assignment
04/playbook depth

A 45-page markup guide, captured whole.

Playbooks are dense, conditional, and cross-referential. Margin ingests the whole guide — every rule, exception, and fallback — and holds the logic intact.

01conditional rules

Fallback ladders.

If-then logic per clause, walked as a ladder: prefer one position, accept the next, escalate below it, walk away under the floor. Margin reads the ladder and stops at the first rung the draft can clear.

prefer →accept →escalate →walk
02cross-clause dependencies

Rules that span clauses.

A liability cap that interacts with an indemnity carve-out two sections away. A defined term that has to read the same in §1 and §14. Margin holds the whole document at once and enforces the dependency, not the clause in isolation.

cap ↔ indemnitydefined-term consistency
03counterparty tiers

Different positions by tier.

A position is rarely one number. It bends by counterparty type, deal size, jurisdiction, and risk tier — an enterprise counterparty gets a different cap than a one-seat reseller. Margin selects the tier that matches the deal in front of it.

by typeby deal sizeby jurisdictionby risk tier
04thresholds & floors

Hard numbers that trigger escalation.

Dollar caps, notice durations, percentages, hard floors. Cross a threshold and the rule escalates; breach a floor and it walks. Margin enforces the number exactly — no rounding, no judgment call it was not given.

$ capsdurationspercentageswalk-away floors
worked example · one rule

Every dimension, in a single clause.

One limitation-of-liability rule, as Margin captures it: a hard floor, a fallback ladder, required carve-outs, a cross-clause dependency on indemnification, and a counterparty-tier exception — all in force at once.

floorladderwalk-awaycross-clausetier exception
~/playbook/standard.v3.2 · rule 04 / 38
rule LIMITATION_OF_LIABILITY {
  floor:        12 * months_of_fees        // hard floor — do not go below
  ladder: [
    PREFER   "mutual cap, 12mo fees",       // first acceptable rung
    ACCEPT   "12mo fees, one-way",
    ESCALATE "< 12mo fees"          → counsel,
    WALK     "< 6mo fees",                  // breach of floor → walk away
  ]

  carve_outs: [ confidentiality, indemnification, gross_negligence ]

  // cross-clause dependency — reads the whole document, not this clause
  depends_on §INDEMNIFICATION {
    if uncapped_indemnity_present
      require carve_out_from_cap(§INDEMNIFICATION)
  }

  // counterparty-tier exception
  except when counterparty.tier == "enterprise" {
    allow data_breach_liability > cap   // may exceed the cap
  }
}
05/the playbook

Your positions. Encoded.

~/playbook/standard.v3.2
# standard.v3.2 · 18 rules · last edited 2026-05-12
rule LIMITATION_ON_LIABILITY
require mutuality; floor cap at 12 months of fees
# reject one-way caps; reject caps under 12mo fees
rule INDEMNIFICATION_IP
carve-out for customer materials; make mutual, not one-way
# we never indemnify for content we did not provide
rule TERMINATION_FOR_CONVENIENCE
both parties; minimum 30-day notice; pro-rata refund
# symmetric exit; no early-termination fees beyond unpaid fees

Send Danielle your last 20 redlined contracts. Within a week, those positions become a versioned playbook — each rule expressed as code, each change auditable. Your associates' habits, captured.

20 contracts in.
Your positions, encoded.