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Contract Review Tools
Sara Octave avatar
Written by Sara Octave
Updated over a week ago

The Contract Review page allow reviewers to collaborate with their colleagues while accessing “playbook” content for each clause where negotiation has been requested. The contract is presented in a web based editor that creates individual cards for each changed clause in the contract.

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Cards

The Contract Review page automatically creates a Card for each clause in the contract that has a change from the standard.

Cards are given a risk score based on a number of factors including degree of change, changes to key features like number, places or dates and similarity to fallbacks.

Cards are work items and allow a user to accept, reject or seek approval for a requested change.

Cards also provide navigation to the area of the document that contains the change.

There is also a card for “Non-Substantive” changes this card will open and show all small changes like, white space, punctuation, capitalization and replacement of bracketed text.

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Clicking on a card will move the document focus to the clause linked to the card and open the card content for viewing. The selected card will be surrounded with a bracket in the contract text.

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The card will display the guidance and issues that have been set up in the playbook. Additionally the card provides access to the Approvals log and the Team Chat. The playbook content searchable using the

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icon. The entire playbook is accessible using the

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icon.

When reviewing the content of the playbook the content can be displayed showing the differences from the standard language, or it can be viewed in plain text by toggling the

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switch.

Cards Statuses

Cards also track the status for the negotiation for the current turn or for the final review. Once the user reviews the requested changes for the clause they can mark a clause as “Done”

“Done” clauses reflect that the user has finished work on a clause for the current review cycle or turn. Additionally the user can mark a card as “Final”.

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“Final” clauses reflect the user’s belief that they have reached a Final negotiated version of this clause. If the counterparty makes additional changes to a card in the “Final” status the card will be reopened and flagged to indicate that the negotiation was restarted.

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Processing Status

The Contract Review page will show the current status of the issues found in the document. As issues are closed the status bar will progress.

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Playbook Access

When a card is opened it displays the clause content from the playbook. Playbook content is organized into general clause Guidance, Customer Issues, Issue Guidance and Fallbacks / Alternative Language.

Clause Guidance

Clause Guidance is intended to provide general guidance regarding the purpose of the clause and how the company views the standard language.

The contract’s standard language is also provided in case you are working on a heavily negotiated contract.

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Clause Issues

Clause issues represent specific customer requests related to the clause. Each issue has it own guidance and a “Notes to Customer” section which contains preferred language to explain the company's position on the particular request.

The “Add as Comment” button allow the user to easily add the “Notes to Customer” directly to the document as a customer facing comment on the clause.

Each Issue can have multiple “Alternative Language” suggestions.

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Alternative Language

Each alternative language option is accessed through its descriptive caption and contains additional guidance information and the option to provide and Approver.

The alternative language is displayed as a redline from the standard. Alternative Language suggestion can also have a specific recommended note to the customer.

The “Use Fallback” button will integrate the fallback position language into the document and add any “Notes to Customer” as a comment.

The sequence of operation is as follows:

  • Reject all customer changes to the clause

  • Merge the fallback language into the clause.

  • Add the comment to the clause.

Note: When using the “Use Fallback” option it is only possible to integrate a single fallback position. If you need to use multiple fallback positions, the additional positions must be manual integrated.

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