Thursday, February 10, 2011

Step 1. Plan—Select Document Type and Form Options

Task: Educate lawyer, gather requirements, and answers questions

Project scope and schedule are typically addressed in a kick-off meeting. In most cases, the meeting can be conducted by KM personnel or library staff using question and answer format to develop a project plan. The initial meeting should address the following questions.

  1. What document type?
  2. Is this a new form development project or a forms maintenance and update project?
  3. What is the source of the documents?
  4. How many documents will be used to construct the template?
  5. How will the template be used?

Question: Why Create Templates?

  • Quality: Standardized forms with alternatives clauses are important to creating high quality documents in an efficient manner. (See,
  • Profitability: In a highly competitive practice, some of these efficiencies can be passed onto the client in the form of lower fees; some can be retained by the firm in the form of higher margins. In addition, the use of forms and templates can increase profit margin when used in a fixed fee or AFA representation. (See,

Question: Why not re-purpose documents from the last deal?

  • Deal Checklists: The last draft may not contain all the deal options appropriate for the needs of the current transaction.
  • Institutionalizing Poor Drafting Practices. Using the last draft brings forward the good, the bad and the ugly, potentially institutionalizing poor drafting practices. (Retooling Your Contract Process for the Downturn: Adams Drafting)
  • Failure to Capture Best Practices: Using the last draft means that new and improved drafting practices are captured in a particular set of deal documents, which may never resurface. A template approach, on the other hand, is a centralized repository to capture best practices and to weed-out poor drafting, thereby continuously improving the precedent collection.

Question: Why not use public forms freely available on the Internet or through subscription?

  • Real Practice: In many cases, public forms lack the detailed range of deal alternatives found in real practice. They are typically simplified, generic forms of a transaction.
  • Brand: Re-purposing a publicly available form risks commodity pricing, since any law firm can provide this service. Developing a firm’s drafting standards established its brand and may allow the firm to charge premium pricing.

Question: What types of agreement make good candidates for a template?

  • High Use/Volume: Document types that are frequently used in the firm.
  • High Value: Document types that have a high value
  • Client Interest: In demand by current and prospective clients

Question: How are templates used in practice?

  • Research: Templates can serve as an educational instruments to help lawyers quickly understand what terms are found in a particular deal type; as a research platform to find standard and alternative provisions; and as a negotiation leverage tool to assess market standards or a particular law firm’s drafting practices.
  • Model Forms: Templates can be used to prepare model forms, containing clause alternatives, serving as an excellent starting point for the next drafting project.
  • Document Assembly: Model forms can be automated to insert client and deal specific information to rapidly generate a first draft, customized to particular clients needs.
  • Document Review: Templates also serve as a reference standard to compare and benchmark any document to determine if it contains: all required provisions; deal-specific provisions; and potentially missing provisions.

Question: How much lawyer time does it take to create a template and model form?

  • Manual Review: We can estimate the time to thoroughly prepare a template using the formula: number of source documents multiplied by average document page length multiplied by the time required to read and review each page. If, for example, the project consists of 50 merger agreements, each averaging 75 pages, and requiring 5 minutes to review each page, then the project will require approximately 2 months to complete. Of course, the number of documents and time taken to read each page can be reduced, but this approach risks failing to identify standard practices and the full range of deal alternatives.
  • Automated Review: A standard desktop computer can review and analyze 30 pages per second, completing the review of the 50 merger agreements in 2 minutes. This analysis facilitates an expedited schedule to create model forms.
  • Timeline: See the Project Planning Schedule in Attachment 1

Question: Are they any special required that should be considered?

  • Special requirements (e.g. NDAs)
  • Data privacy rules

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