Friday, February 11, 2011

Step 6. Edit—New Form Document

Task: Review and edit clause language to ensure best practices.

Lawyers should review the new form document to ensure all clauses conform to best practices. This step is, of course, time-consuming and exacting. However, techniques are available to reduce the time required and ensure quality.

  • Source: Where the new form—created in step 5—is an existing template, perhaps created in an earlier effort at standardization, it is possible to mark the source of each clause, allowing the reviewing attorneys to focus their time on the alternative clauses drawn from different source documents and spend less time on the previously reviewed template clauses.

  • Clause Standardization: One of the most effective methods to ensure high quality forms developed in the most efficient manner possible is to standardize clause language across different document types. Standard clause sets can be built for the Representations, Warranties, Covenants, Conditions and Miscellaneous sections of the agreement. In some cases, different clause variants must be used. For example, the assignment clause may permit transfer of contractual rights in the purchase of commodity assets, but will not permit assignment of a personal service contract. This modular approach is effective because there are a relatively small number of common clauses and a small number of common variations.

Once the document is edited, it can be added to the template, analyzed by the software and all its clauses marked as the new default clauses and alternative provisions.

Review Tools for Language Review

  • Online cluase editor tools

  • Microsoft Word document containing most conforming document clauses, and where divergent, the most conforming clause (from all documents) as an alternative clause

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