Step 4. Review—Template

Task: Review document outline with lawyer-sponsor and confirm it is appropriately organized.

• Is it organized appropriately?
  • How many levels should the outline contain?
  • Should the outline contain all clause types, or just the most common?
  • Should uncommon clauses be grouped into one bucket?
• Does it combine appropriate clauses together?
• Does it contain any duplicate provisions?
• Is it organized in the correct sequence? (lawyer)
• Does it contain all required provisions? (lawyer)

Sample Issue 1: the source documents variously contain sections titled Covenants, Covenants of the Buyer, Covenants of the Seller, Additional Agreements, etc. Should these sections be combined into a single provision titled Covenants? The answer will be found by determining whether similar clauses appear in each section. If the answer is yes, the sections are overlapping and may be combined into a single section.

Sample Issue 2: the source documents contain numerous variations of a Further Assurances clause, sometimes found in the Sale and Purchase, Covenants and Miscellaneous sections. By examining the language, it can be determined if these clauses are duplicates, and, if so, the clause frequency statistics can be used to determine the location of a single instance of the clause in the template outline.

Review Tools for Document Organization and Quality Control

(a) Outline (Document Checklist): Available online by selecting Outline from the tab menu or through an Excel report. These tools are used to review document organization and determine whether each outline provision is constructed from the correct building blocks. This review is performed by examining the alternate captions or, in other words, the names of sections aggregated into a template section. For example, a Miscellaneous section may be built from sections in other documents titled General Provisions or Other Provisions.

• Does the outline contain appropriate number of levels? Does a section have too few clause examples to warrant the addition of a deeper level?
• Is the list of clauses in a section too long? Should clauses having 2 or 3 examples only be grouped into an ‘additional clauses’ category at the end of the section?
• Are the clauses correctly combined? Review the list of alternative captions. Are they similar? If not mark the section for further lawyer review.

(b) Index (Clause List): Available online by selecting Index from the Tab menu or through an Excel report. These tools are used to review the clause list and determine whether each clause is captured in the correct outline section and to check for possible clause duplication.

• Are there similar clause captions in the list?
• Does a clause appear in two different sections of the document?

(c) Confidence: The Excel report also provides information regarding the program confidence that the software has identified a good set of clause matches. Following the caption, the report indicates the total of number of matching clauses. It also shows the number of clauses that are strong matches and the number of clauses that are weaker matches, because the clause has less text matches and/or is located in a different section of the document compared to the strongly matched clauses. This information can be used to determine which clauses section warrant further attorney review.