Quick Guide: Playbook Tagging in Third Party NDAs

About This Guide

This guide covers how to use DocJuris' powerful Playbook functionality to screen and inspect Third Party Contracts. To showcase DocJuris' Playbook functionality, we'll cover common and advanced search Tagging examples in an NDA.

What We'll Cover

How to:

1. Issue Spot defined terms to check if an NDA is mutual.
2. Check if trade secret language is used in the definition of Confidential Information.
3. Flag if the term is less than 1 year.
4. Remove Non-Solicit Provisions.

Playbooks Generally

• As a refresher, a Playbook can be designed for either Third Party Contracts edited to your form. Generally, Playbooks consistent of a series of Issues. Within each Issue, there is a General section and a collection of Positions. When a new contract is Analyzed with a Playbook, DocJuris inspects the new contract against the keyword Tags that are present in the Playbook.
• DocJuris searches contracts under review with two layers of analysis. First, DocJuris Issue Spots. Second, DocJuris reads your positions and highlights language according to your preferences. For more general information regarding how Playbooks are structured, click here.

Example: Issue Spot Defined Terms and Mutuality

Step 1: Create a "Mutuality" Issue

• Typically, a unilateral NDA will explicitly define a party as either the discloser or recipient. With mutual NDAs, there's usually a provision such as the following:
• The party disclosing Confidential Information is hereinafter referred to as the “Disclosing Party” and the party receiving Confidential Information is hereinafter referred to as the “Recipient”.
• With this in mind, the DocJuris application should be configured to determine if the mutuality language is missing.

Step 2: Add Issue Tags

• After creating the issue, in the General section of the Issue, add the below Custom Issue Tags to flag the lack of mutuality. Each Tag should be a separate "Issue Tag".

1. \\"discl!\\" | \\"rec!\\" **/s%** a | any | the part! disclosing | receiving
2. \\"discl!\\" | \\"rec!\\" **/s%** disclos! | receiv! | provide* by | to | from /2 other part!

• After copying and pasting this into the Custom Issue Tags dialog, it should look something like this:

Step 3: Add Preferred Position Tags

• Next, Save the General Section of the Issue and Edit the Preferred Position. Here, we can use similar search Tags as Preferred Position Tags but remove % to make it clear that the inverse is potentially acceptable:

\"discl!\" | \"rec!\" /s a | any | the part! disclosing | receiving

\"discl!\" | \"rec!\" /s disclos! | receiv! | provide* by | to | from /2 other part!

In Summary:

• — The above search tags are identifying a definition by escaping quotes in the following format \"term \". Using \" around a word or phrase will look for a defined terms in quotes.
• — /s% s looking for language NOT in the same sentence. The search tag is identifying a phrase within the same sentence as "a party disclosing" or "disclosure to other parties" - is indicative of the language described in Step 1 above.
• Click here to learn about other powerful search connectors.
• We recommend experimenting with your use case, but the above should cover most situations where the disclosing and receiving party is referred to as either party.

Example: Check for Trade Secret Language

Step 1: Create a "Definition of Confidential Information" Issue

• In some cases, you may want to exclude "trade secrets" from the definition of confidential information (e.g., Click here to learn more on Protecting Trade Secrets Using Non Disclosure Agreements.) With this mind, the DocJuris application should be configured to determine if the mutuality language is missing.

Step 2: Add Issue Tags

• After creating the Issue, in the General Section of the Issue, add the below Pre-Configured Issue Tags to Issue Spot the Definition of Confidential Information. Below is a screenshot selecting this pre-configured Tag. DocJuris understands over 300 different concepts "out-of-the-box" (English only). Unlike the example involving mutuality above, DocJuris does have an out-of-the-box identifier for the Definition of Confidential Information.

Step 3: Add Counterparty Position Tags

• Next, Save the General Section of the Issue and create a Counterparty Position. Under the description of objection or problem, you can label this field as follows:

Trade secrets are potentially included in the definition of confidential information.

• Next, add a directive (and fallback language if required) and scroll down to the Position Tags field and add the following tags:

1. 1. trade secret*
   2. formula*

In Summary:

• — The above Position Tags will highlight the inclusion of trade secret language within a paragraph defining confidential information. When found, DocJuris will flag and alert the user.
• — * is a placeholder and is not always required.

Click here to learn about other powerful connectors.

Example: Flag a Date Range in the Term

Step 1: Create a "Length of NDA" Issue

• NDAs have a typical limit on length, but in some cases, the term may be too short.

Step 2: Add Issue Tags

• After creating the Issue, in the General Section of the Issue, add the below Pre-Configured Issue Tags to issue spot the term of the agreement. Below is a screenshot selecting this pre-configured Tag (Term > Term of Agreement (General)). DocJuris understands over 300 different concepts out-of-the-box (English only). Unlike the example involving mutuality above, DocJuris does have an out-of-the-box identifier for the term.

Step 3: Add Counterparty Position Tags

• Next, Save the General Section of the Issue and create a Counterparty Position. Under the description of objection or problem, you can label this field as follows:

Term of NDA is not a minimum of three years

• Next, add a directive (and fallback language if required) and scroll down to the Position Tags field and add the following tags:

1. 1. **month*** /s (func range 0 **35**)
   2. **year*** /s (func range 0 **3**)

In Summary:

— The above Position Tags will look for a numerical range. This advanced Tag must be formatted in a parenthetical (func range x y) where x is the lowest number in the range and y is the highest.

— When inspecting the term, it's a good idea to create two search Tags for both months and years.

Click here to learn about other powerful connectors.

Example: Remove Non-Solicit Provisions

Step 1: Create a "Non-Solicit" Issue

• Often, NDAs may include extraneous terms that go beyond its purpose. In these scenarios, DocJuris has a special setting in Playbooks that enable you to search for concepts and flag them as concepts that should be removed. In other words, DocJuris allows you to capture the opposite of missing - i.e., things to remove in a contract.

Step 2: Add Issue Tags

• After creating the Issue, in the General Section of the Issue, add the below Pre-Configured Issue Tags to Issue Spot the term of the agreement. Below is a screenshot selecting this pre-configured Tag (Non-Solicitation). DocJuris understands over 300 different concepts out-of-the-box (English only). Unlike the example involving mutuality above, DocJuris does have an out-of-the-box identifier for non-solicit provisions.

Step 3: Set Preferred Provision to Should NOT Be Included

• Next, Save the General Section of the Issue and Edit the Preferred Position. Look for the below button - this attribute will treat the concept as should be removed.

Optional addition:

• To the extent a non-solicit is present and a fallback is desired, create a Counterparty Position and define a rule or fallback to carve out or limit the non-solicit or related concept.
• In other words, first position is to strike the non-solicit; however, if there's significant pushback, there are certain limits to the non-solicit that could make the provision acceptable (e.g., exception for general solicitations on a job board).

Click here to learn about other powerful connectors.

We hope you found this quick guide to be a simple template for building and customizing your Playbooks.