Accept Position
A type of Directive that is used to signal that a Counterparty’s contract or the proposed Incoming Redlines are acceptable.
If a Counterparty Position in a Playbook that is configured with this Directive matches keywords in a Contract, matching language in the Contract will be highlighted in green via the Analyzer.
Administrator (Role)
A User that has unrestricted access to a client’s DocJuris account. A DocJuris Administrator can view and edit any Contract or Playbook and can modify and add Users and roles.
In some smaller organizations that prefer to democratize all data, all Users may be DocJuris Administrators.
Amendment
A document exported from the Analyzer that describes changes needed to an existing or current Contract.
DocJuris Amendments allows a user to automatically prepare an Amendment from Markups prepared in the Analyzer. An Amendment Standard Form can also be used to customize the formatting and layout of an Amendment.
Amendment Standard Form
A document (.docx) a User can format and style to customize the output of an Amendments Document exported out of the Analyzer. Customizations might include branding, fonts, and styles.
In the Amendment Standard Form, a placeholder can be used to specify where the list of amendments generated by DocJuris should be inserted. Once the template is created in Word, the Standard Form can be uploaded to DocJuris.
Analyze
A method of bringing a Contract into the DocJuris application for analysis. An “Analyze a Contract” button is available on the Dashboard and in the Playbook Editor.
The Analyze a Contract feature allows a user to convert, compare, and analyze Contracts against Playbooks and other data points.
Analyzer
The primary Contract workspace that allows a client to edit an active Contract, run Screening Reports, review against Playbooks, access Previous Redlines, and export Amendments and Turns.
The Analyzer allows a User to access a Contract and view Turns.
Archive
An action to remove a Contract from the Contract List. Archiving a Contract removes the Contract and any Previous Redlines in any of the Contract’s Turns from being viewable.
Archived Contracts can be retrieved through a support ticket via support@docjuris.com.
Area
A specific Section or consecutive group of Sections within a Contract that a User has defined in the Analyzer.
Areas allow Users to customize the way that Sections are referenced in Amendment exports, collaboration, and more.
Business User (Role)
The most limited User in DocJuris. A Business User can only view and edit Contracts they’ve uploaded or have been given access to.
In most cases, an Administrator may assign the Business User role to individuals in a company that need access to a Playbook but not detailed Previous Redlines or the ability to edit said Playbook.
Click-Drop
A specific functionality in the Analyzer that allows a User to insert a Provision and associated External Negotiation Commentary into a Turn.
Click-Drop provides three options when using it in the Analyzer:
- Replace Section
- Insert in Section
- Insert below Section
Comment
Used to describe a User’s changes, language, or Position in a Contract to the Counterparty. A Comment on Export is sent out as a comment in Word, typically showing up in the margin of a .docx file.
Comments can be classified as Internal and/or Section Level and Inline. All types of comments can have an Internal or External reply. However, note that if the original comment is classified as Internal, all replies must also be Internal.
Comments classified as Internal have the ability to include Mentions of users.
Comparison
The difference between two Turns represented in the Analyzer as Incoming Redlines. When a new Turn is added to a Contract, DocJuris always runs a Comparison against the previous Turn for security and document fidelity reasons.
The Analyze a Contract modal allows a User to “compare against” another document or Standard Form. There are several use cases where a Comparison is helpful in DocJuris. For example, comparing an interim draft that was sent to the Counterparty to start a negotiation, or uploading a new Turn to check if the Counterparty “snuck” anything in.
Completed Turn
Occurs when User(s) have finished their Markups or Comments on a Turn in a Contract and are ready to send a draft to the Counterparty.
A turn must be completed for its redlined paragraphs to appear in Previous Redlines. Turns are also Completed automatically if a new, subsequent Turn is added to the Contract.
Contract
An agreement that is being negotiated in DocJuris represented by one or more Turns.
A Contract can have many Turns, depending on how many rounds of negotiations taking place with a Counterparty. Contract is a collection of one or more Turns.
Contract Editor
The right pane of the Analyzer that allows a User to markup Sections to a Contract, apply Comments, or interact, accept, and/or reject Incoming Redlines.
The Contract Editor is a key function of DocJuris and empowers teams to turn Word processing into a much more data enabled workflow.
Contract List
The list of Contracts that a client has stored in DocJuris.
The Contract List can be sorted and searched. It can also be used to Archive or rename a Contract.
Contract Type
A high-level, required classification for a Contract in DocJuris. DocJuris maintains a present list of Contract Types for selection when a Contract is analyzed.
Only DocJuris employees can create new Contract Types, and in some cases, the Contract Type might be specific to a client and customized. Each Playbook must be associated with a Contract Type, and each Contract that is uploaded must be labeled with a Contract Type.
Counterparty
The adverse party in a Contract negotiation. Typically, a Counterparty is a client’s vendor or customer.
DocJuris maintains a list of Counterparties that a client has negotiated with. Each Contract is associated with a Counterparty. When sorting the Contract List or Previous Redlines in the Analyzer, a User can filter by Counterparty. Counterparties can also be cross-referenced as a Related Counterparty in a Playbook Position.
Counterparty Position
A description of (1) a Counterparty’s viewpoint on a Section or Issue in a Contract that represents common things that a Counterparty tries to push in a Contract and (2) how a User should respond or not respond to the Counterparty.
The Counterparty Position must include a Directive to either Accept, Reject, or Fallback. Optionally, a User can define a Position Tag and other details such as a Drafter’s Note or External Negotiation Commentary.
Custom Issue Tag
A customized Issue Tag that is created by a User to search for Sections in a Contract using keyword expanders and connectors.
Custom Tags are normally used when a Pre-Configured Tag is not available or does not cover the legal concept at hand. For example, a User may find that the concept that needs to be located in the Contract is bespoke or specific to the industry that they operate in.
Dashboard
The homepage of the DocJuris application (https://app.docjuris.com).
The Dashboard provides links to key functionality such as the Contract List, Playbook List, Template List and Settings.
Deviation Guidance
High-level instructions to a User of a Playbook on what approvals must be sought regarding an Issue found in a Contract.
Detailed instructions should be included in Drafter's Notes, but Deviation Guidance can provide general instructions such as "Check Client Preference document for client-specific deviations on this section, because preferences vary widely." The Deviation Guidance text will appear on the Screening Report and in the Analyzer when an Issue is expanded in the Sidebar.
Directive
A Directive guides the reviewer on how to respond to a Counterparty Position. Directives are found in a Playbook → Issue → Counterparty Position.
The three directives in the DocJuris app are Accept Position, Reject Position, and Fallback Position. These three directives will tell a User if a Counterparty Position is acceptable, if you reject the position altogether, or if you reject but have Fallback Provision with which to counter, respectively.
Drafter's Note
Plain-English guidance for the reviewer about a Preferred Position or Counterparty Position within an Issue meant to explain reasoning, drafting methodologies, or anticipated Counterparty edits.
These notes are typically a catch-all / general area for a User to input background or explanatory information about a Position.
Exception Table
A form of export that a User can create from a Contract in the Analyzer that automatically creates a grid of changes. DocJuris now allows users to export a grid of changes generated directly from a Markup. Users no longer have to maintain separate redlines while juggling exception tables.
In many industries including oil & gas, service providers are required to produce suggested changes in a form of exception table, which can take hours to draft and often live separately from the base terms and conditions — it’s painful. Contract reviewers have to basically suggest changes to a contract in Excel and it really, really sucks.
Execution Copy
An attribute to mark a Turn as the final version of a document, indicating it is ready for “signature”. To mark a Turn in a document in as the execution copy, go to the contract settings in the Contract Analyzer (the button with the tool icon) and check the box that says “Mark as execution copy”. When you’re ready to export the final execution copy, don’t forget to mark your document as complete and read-only.
Exhibit
A document that a User can attach to the end of a Contract in the Analyzer. For example, a client may want to add a data protection exhibit, list of insurance clauses, or other document at the end of a Contract instead of inserting a collection of Provisions inside the Contract manually. Further, if an Amendment is exported from the Analyzer, any inserted Exhibits will be attached the end of the exported Amendment.
Exhibits can be uploaded to and associated with an Issue in a Playbook. Typically, a User will configure an Issue with Issue Tags to check for Missing language (e.g., Data Protection Addendum).
External Negotiation Commentary
Canned commentary that is saved in a Preferred Position or Counterparty Position and can be inserted into the Analyzer using Click-Drop or copy and paste.
When using Click-Drop, External Negotiation Commentary is inserted into a Turn as a Section Level Comment.
Fallback Position
A type of Directive that is used to signal that a Counterparty’s contract or proposed Incoming Redlines is acceptable subject to a Fallback Provision.
If a Counterparty Position in a Playbook that is configured with this Directive matches keywords in a Contract, matching language in the Contract will be highlighted in orange via the Analyzer.
Fallback Provision
A Provision that is associated with a Fallback Directive in a Counterparty Position.
The Fallback Position in a Playbook is the only Counterparty Position that allows the insertion of a Provision as part of the Counterparty Position. For example, if the Counterparty is proposing New York governing law but our preference is Texas, we might propose a Fallback Provision of Delaware as an in-between option.
Find & Replace
Allows a User to search for keywords in a Turn and optionally replace with other keywords. Found keywords will be highlighted within the document.
Unlike Replace Terms, Find & Replace is designed to allow a User to replace terminology in the Contract being negotiated.
Form Reference
An attribute of an Issue, the Form Reference is a way of referring to a Section number in a Standard Form. For example, the Form Reference for an Issue titled "Investigator/Sub-investigators" might be "2.1." There is no programmatic link between Form Reference and the document contents -- it is for human use only, and typically used only when creating/editing Playbooks.
Inline Comment
A Comment that is associated with a specific word or phrase in a Section of a Contract. On Export, an Inline Comment will anchor to a specific range of text in Word.
Incoming Redlines
Changes that are proposed by a Counterparty or as reflected via a comparison of two Turns. Incoming Redlines can be accepted or rejected, and Markups can be introduced to counter Incoming Redlines.
Incoming Redlines typically appear in tan; whereas a User’s Markups appear in blue and red.
Internal Comment
A Comment that is only viewable by other Users. Internal Comments are never exported to Word.
Internal Comments can deliver notifications to other Users via email and is also an endpoint in the API to trigger notifications or other custom workflow activities.
Issue
Main component of a Playbook representing a concept that reflects a client’s Preferred Position and/or Counterparty Position(s).
When Analyzing a Contract against a Playbook, Issues appear in the Sidebar when the Playbook is open. The reviewer will see a count of each Section that matches an Issue or will identify an Issue as Missing from the Contract. ****
Issue Group
A collection of related Issues in a Playbook. When a Playbook is loaded in the Analyzer, Issue Groups are shown with a title and divider followed by the Issue Group’s Issues.
Issue Groups prevent an excessive list of Counterparty Positions within an Issue. Creating Issue Groups allows Users to breakdown concepts into their respective sub parts (eg, warranty remedy, warranty term, etc).
Issue Tag (AKA search tags)
A component of an Issue that enables the Issue to search Sections in a Contract in the Analyzer. There are 3 types of Issue Tags:
- Pre-Configured Issue Tags
- Custom Issue Tags
- Must Match Issue Tags
IT Administrator (Role)
A special type of User in DocJuris that has specific permissions to configure Single-Sign On or manage DocJuris API keys. To clarify, only IT Administrators can configure Single Sign-on.
Legal User (Role)
A middle-tier User in DocJuris. A Legal User can upload, view, and edit Contracts they’ve uploaded or have been given access to. They can also create and edit Playbooks that they’ve created or have been given access to.
Locale
A configuration available under a User’s Profile in Settings that allows a User to change the language of the application.
For example, the user interface of DocJuris can be changed to Portuguese (Brazil).
Markups
Edits made by Users in the Analyzer. Typically, a Users’ edits in the Analyzer will appear in blue and red denoting additions and deletions to contract language, respectively. Markups reversed / undo’d.
Markups to a Contract are distinct from Incoming Redlines, which represent changes from a Counterparty or a Comparison. In other words, Incoming Redlines are changes made outside of DocJuris and Markups are changes made via the Analyzer in DocJuris
Mentions
Mentions can be created within Comments classified as Internal. Mentioning a user within a comment will send a notification email.
Missing
Occurs in the Analyzer when Issue Tags in an Issue return no search results for a Section in a Contract. In other words, the Issue is not found in the Contract.
Based on how a Preferred Position is configured, a Section in a Contract can be considered Missing Green (good that the Section is Missing) or Missing Red (bad that the Section is Missing).
Missing
Green
A strategy for using a Playbook to ensure *objectionable *****terminology is NOT present. The Preferred Provision of an Issue in a Playbook can configured as “provision should not be included.” In the Analyzer, this will trigger the Playbook to search for Sections matching the Issue Tags that have been assigned to the Issue. If the Analyzer marks an an Issue configured as “provision should not be included” complete with a checkmark, the Issue has not been found. . Therefore, the objectionable clause is NOT present and is “Missing Green”.
The flag for “provision should be not be included” can be configured under Playbook → Issue → Preferred Position → Preferred Provision
Red
A strategy for using a Playbook to ensure *preferred *****terminology is NOT present. Issue Tags can be assigned to an Issue. In the Analyzer, this will trigger the Playbook to search for provisions matching the Issue Tags that have been assigned to the Issue. If the Contract has no provisions matching the Issue Tags assigned to the Issue, the Analyzer will show a “Missing Red” label next to the Issue name. This means the Issue has not been found. Therefore, the clause is NOT present and is “Missing Red”.
The flag for “provision should be not be included” can be configured under Playbook → Issue → Preferred Position → Preferred Provision
Must Match Issue Tags
An Issue Tag that will narrow the search results returned by Pre-Configured and Custom Issue Tags.
This Issue Tag is useful when the results of an Issue Tag are too broad. If the keywords used in a Must Match Issue Tag are not found in Sections found by the Pre-Configured and Custom Issue Tags, DocJuris will consider the Issue as Missing.
Organizational (Org) Units
Custom tags / metadata you can apply to a contract to help you filter and narrow down your contract list.
Examples of Org Units can be a specific region (NA, APAC, Europe, etc.), priority, associated internal department (Finance, Sales, Procurement, etc.), contract value, and more. Further, if you tag a contract with an Org Unit, you’ll be able to search for contracts by that Org Unit.
Paragraph
A provision in a Contract that is not associated with an outline style or numbering sequence.
Sections and Paragraphs are blocks of text in a document represented by a series of sentences. The key difference is that a Section has a numbering / outline style whereas a Paragraph is a paragraph of text in the Contract.
Playbook
A set of rules, guidelines, or company policies used to review and negotiate a Contract. Playbooks are composed of Issues. These User designated rules and guidelines are the basis of what allows the Analyzer to effectively assess and screen a Contract.
A Playbook can be imported in part using Excel, created using the Dashboard, and exported Word in the Playbook Editor.
Playbook Editor
A feature in DocJuris that allows Author (Role) or Administrators (Role) to edit Playbooks and assign permissions. Users (Role) can view but not edit Playbooks.
The Playbook Editor can be accessed by clicking from the list of Playbooks on the Dashboard. Playbooks can be partially edited in the Analyzer while working on a Turn. The playbook editing capabilities in the Playbook are limited to editing fields in the Playbook, but Users cannot add new Issues.
Playbook List
The list of Playbooks that a client has stored in DocJuris.
Pre-Configured Issue Tag
DocJuris’ out-of-the-box Issue Tags that are pre-configured to search for 300+ common clauses such as Governing Law, Payment Terms, and Limitation of Liability.
Topics utilize Pre-Configured Issue Tags to predictively associate a Topic with Sections in the Analyzer.
Preferred Position
Represents the client's preferred stance on an Issue.
Preferred Position must either contain one or more Provisions or an indication that the Provision should be included. Other related fields in a Preferred Position include a Drafter's Note, External Negotiation Commentary, and Position Tags.
Preferred Provision
One or multiple Provisions that are associated with a Preferred Position.
Preferred Provisions may include clauses that would be inserted into a Contract if the applicable Issue is Missing. Additional “multiple” Provisions allow for alternate phrasing, related clauses, or provisos. For example, if the wording of Section 1.2 depends on how Section 1.1 is marked up, it may be advantageous to put two Provisions in the Preferred Position for the Issues for Section 1.2.
Previous Redlines
Markups of specific Sections and Paragraphs in Contracts that Users have generated in the Analyzer. Previous Redlines are shown when:
- Markups have been associated with a Topic; and
- The Turn where the Markups have been made is Completed.
Previous Redlines show up in the Sidebar can be filtered by Counterparty, User, and more. Note that Sections and Paragraphs in Seed Contracts that match Topics will be shown as Previous Redlines. Topics can therefore be assigned to Sections and Paragraphs in Completed Turns.
Provision
Model language contained within an Issue of a Playbook as represented by either a Preferred Provision or Fallback Provision. A Provision may be anything from a few critical words (e.g., "reimburse institution, at usual and customary rates") to an entire paragraph of language.
Provisions can be copied and pasted into Contracts for quick editing.
Related Counterparties
A list of Counterparties that have negotiated a Provision related to a Position in a Playbook.
Replace Terms
Allows a User to update/replace matching terms inside a Playbook in the Analyzer.
The original Playbook is not affected, and a User can edit/remove replacement(s) later. In most cases, this feature is used when Provisions in the Playbook do not match defined terms used in a Third Party Contract. Replacing terms in the Playbook using Replace Terms is different from “Search and Replace,” which is a contract-specific editing.
Reject Position
A type of Directive that is used to signal that a Counterparty’s contract or proposed Incoming Redlines is unacceptable.
If a Counterparty Position in a Playbook that is configured with this Directive matches keywords in a Contract, matching language in the Contract will be highlighted in red via the Analyzer.
Sample Document
A test document that can be uploaded to the Playbook Editor to configure Issues and copy/paste Provisions.
Sample Documents assist with building search logic (Playbooks Tags) into a Playbook and empowers a User to see matches in real-time.
Search and Replace
Allows a User to replace language in a Turn in a Contract.
Search tag (AKA issue tag)
A component of an Issue that enables the Issue to search Sections in a Contract in the Analyzer. There are 3 types of Issue Tags:
- Pre-Configured Issue Tags
- Custom Issue Tags
- Must Match Issue Tags
Screening Report
A table that rolls up a Playbook’s analysis of a Contract into a table-style report that outlines a list of Issues with the Contract together with a Drafter’s Note, Deviation Guidance, and snippets of Sections in the Contract.
The Screening Report serves as an early assessment of a Contract. It can also be automatically retrieved via the DocJuris API or using an automation platform such as Zapier and Power Automate.
Screening Report can be directly printed or saved as an Excel file.
Section
A provision in a Contract that is often associated with a clause in a Contract.
A Paragraph can also be a Section but it is often not numbered or in an outline style (e.g., paragraphs in a letter agreement).
Section Level Comment
A Comment that is associated with an entire Section of a Contract. This is different than an Inline Comment.
On Export, Section Level Comments will point to and highlight an entire Section of a Contract in Word.
Seed Contract
Past contracts a client has prepared outside of DocJuris and that are uploaded individually or through a zip file via support. Seed Contracts reflect a client’s Positions. For example, a client’s first pass markup on third party contracts can be uploaded as a Seed Contract.
- Seed Contracts can be uploaded individually (one by one) by a User
- Seed Contracts be uploaded in bulk via .zip by DocJuris Support
Only paragraphs and sections in a Word doc (.docx or .doc) containing Microsoft Track Changes will be classified with a Topic automatically. Note, these can be any Contract imported as Completed.
Settings
A designated area of the DocJuris application where a User can configure their Profile, Team, and Organization.
A User’s permissions may limit access to some settings, such as the ability to create Users and assign roles.
Sidebar
The left pane in the Analyzer that provides a User access to Previous Redlines, Playbook(s), and other information about a Contract.
The Sidebar can also be used to make light edits to a Playbook and export Screening Reports.
Team
A feature in Settings that lists all Users and their respective roles and includes includes the ability to invite new Users or adjust a user’s role in DocJuris.
Template
A standard format for contracts, playbooks, amendments, and exception tables. There is a tab in the Dashboard where you can upload and access your templates.
Topic
A classification of a Section in a Contract and a key way Users organize and curate Markups in the Analyzer. Topics are used to find, organize and sort Previous Redlines. Topics are used to look up Previous Redlines. The browse pane in the Analyzer provides a list of Topics found in a Turn with navigation as well as a link for Previous Redlines.
Turn
A round of negotiations in a Contract.
As Contracts go back and forth between Users and Counterparties, the Analyzer maintains a list of Turns for the Contract. New Turns can be added to a Contract via the Contract List or in the Analyzer. Note, a Turn is created when a document is imported into DocJuris, and if there are edits to this imported document, a new Turn is created (e.g., imported document is Turn 1, and a User’s edits create Turn 2).
User
A person that can log into DocJuris and use the application. There are four types of Users in DocJuris, each with specific User Roles.
User Profile
A feature in Settings that allows a User to adjust their first name, last name, or Locale.