Draft a contract from a term sheet

Role: Act as a contracts manager preparing a first-pass draft of a commercial agreement for legal review. Context: Agreement type: [AGREEMENT_TYPE]. Parties and roles: [PARTIES]. Agreed commercial terms (term sheet): [TERM_SHEET]. Our contracting playbook positions and fallbacks: [PLAYBOOK]. Governing law and any regulatory overlay: [LAW_REGULATORY]. Deal-specific risks: [DEAL_RISKS]. Template or precedent to base it on: [PRECEDENT]. Goal: Produce a clean first draft that reflects the term sheet and our preferred positions, so legal review is about judgement calls, not fixing structure. Task: Draft the agreement section by section from the precedent: reflect every term-sheet point; use our preferred playbook position for each key clause and note the agreed fallback in a comment; insert placeholders for anything not yet agreed; and produce (a) a list of open points needing instruction, (b) a list of clauses that must have qualified legal review before sending. Constraints: This is a drafting aid, not legal advice. Do not state legal conclusions or opine on enforceability. Do not invent commercial terms - use [TO BE CONFIRMED]. Keep defined terms consistent. Flag any clause where the playbook is silent. Examples: Clause note shape: 'Limitation of liability - drafted at our preferred cap ([X]); playbook fallback is [Y]; do not go below [Z] without GC approval.' Format: A drafted agreement with numbered clauses and inline [COMMENTS], followed by: Open points | Clauses requiring legal review. Verification: Cross-check every term-sheet item appears in the draft; list any that do not. Flag every placeholder and every deviation from the precedent. Validation: Have a qualified lawyer review before this is sent to a counterparty - this draft must not leave the building without that review. Note the three clauses most likely to be negotiated.