Below is a general guide on how to create or build upon a playbook from Previous Redlines.
Company: client, employer, or entity you are representing. Counterparty: entity with whom the company is negotiating a certain agreement/contract.
Step 1: Collect and Load
- Open (or create if none) a playbook.
- Go to the Issues tab of the playbook.
- Load the client's redline as a sample doc in the playbook issue manager.
- Confirm that the redlines are from the company and not from the counterparty.
- We suggest not building a playbook using the counterparty's redlines.
Step 2: Navigate
- From the top down, go to the first redline in the uploaded sample document.
- Determine if the change is substantive or non-substantive.
Non-substantive changes include basic changes to formatting, a comma added, etc. If a paragraph doesn't have anything useful from a redlining perspective, disregard and go to the next.
Step 3: Research Issue and Determine Pre-Configured Issue Tags
What is it?
- Investigate which general issue it applies to (e.g., intellectual property? Governing law?). This is very similar to how Previous Redlines are tagged. In summary, we're determining the general applicable topic.
- If the playbook has an issue for this topic, navigate to it. Otherwise, create one and the title can be the heading for that clause or issue.
- Check or add the
Pre-configured Issue Tagto make sure the general algorithms are finding the clause(s).If no luck, create a
Custom Issue Tagand note that there was no applicable tag or an existing one isn't firing correctly.
- If not, use the tag matcher to see if there's a better tag.
- Order the newly created Issue near other similar issues by dragging the issue bars:
Step 4: Preferred Position
If there's already a preferred provision or one was set up previously, skip to Step 5.
- From the Redline, determine if this was a surgical modification or if the user dropped in an entire clause or section. If surgical modification, determine if the company would prefer to stay silent. If it's clear the company would want to stay silent, selection option
Set this provision to a provision not be includedand move to Step 5. (e.g., here's a provision where it was surgically marked up):
- If not surgical (e.g., clause or collection of clauses inserted), Add them as
Preferred Provisions. Also use Multiple Provision Tool to Add multiple clauses where there are multiple clauses the company inserted. (e.g., in the below, create 3 preferred provisions labeled with Requisition Knowledge, Obligations, and Malicious Code.)
Step 5. Create Counterparty Position
Creating or Editing Existing
To clarify, any Non-Surgical Clauses Added from Step 4 will not need a Counterparty position because there's nothing to dissect. (i.e. the Issue will be labeled as "missing/not missing" in the Analyzer, and the user can simply drop this language in where it needs to go.)
- Determine if there's an existing Counterparty position that's relevant might need to be supplemented with additional keywords. If so, skip to Step 6.
- Create new Counterparty position.
Description of Objection or Problem
- For the
Description of Objection or Problem:e.g.,
- May be missing services for the direct benefit of Company's clients
- Potentially unclear if use restrictions allow for Company's subcontractors or affiliates
- Possible restrictions on reselling / service bureau language
- Uses the term "any and all"
- In a sentence, describe the situation that caused the company to make the change on the document. In other words, describe the problem with the document before the company's Redline fixed it.
Use "may", "could", "potentially", "possible" which allows for room for error!
- For the
Directive, 99% of the time, you'll use either
Rejectif the Redline is a strike only. e.g.Striking a few words:
- Striking a proviso:
- Striking an entire sentence:
Fallbackwhen the Redline adds a clause or adds a clause alongside a strike. e.g.,Replaces one thing with another and/or Inserts something:
- Adds a provision or preposition to beginning of sentence:
- Adds a new sentence:
- When using a
Fallback, you'll need to include provision(s).
Rejectis simpler, because we'll use Tags in Step 6 to just instruct user to Strike. With
Fallback, something needs to be Added from the Playbook. When Adding provisions, Copy and Paste the provision that was Added by the client. e.g., in the above examples: sixty (60)
- receipt of
- if the breaching party is unable to cure the material breach after thirty (30) days of receiving written notice .
Note, always swap out the names of the parties. e.g., in the above examples, change SyTrue to Provider or whatever other term is being used consistently across the Playbook. Be consistent about the Playbook terminology across Issues in order for a user to more easily Find and Replace while editing a contract.
- Position Tags tell the Playbook to highlight keywords, and advises the company on which steps to take regarding the contract.
- Goal: Highlight words to link contracts being reviewed to the Playbook so that the user can click a highlight and automatically be directed to the applicable Counterparty position. GIF example of a Fallback when setup correctly with Position Tags.
- Examples: In the below example Redline, the company doesn't want to include certain words. These are the easiest to Tag. We'd create a
Rejectdirective and use Tag:
any | all datato capture scenarios where "all or any data" is referred to.
- In the below example redline, the company wants to clarify that they own the data. We'd create a
Fallbackwith the provision
Exclusively own all right rights... etcand use the Position Tag:
data % own* & right & title & interest(i.e., unclear who owns the data).
- In the below example Redline, the customer wants to make a Warranty Disclaimer mutual. We'd create a
Fallbackwith the provisions
Neither Partyand use the Position Tag:
disclaim! % (neither | both part!)
- Test your Tag to see if it's highlighting the sample document appropriately. Note: When the language is "missing" and the redline inserts it, nothing will be highlighted since the sample document sees the missing language and thinks it's present.
Two Big Tips!
- If you have more than 4-5 Counterparty Positions, it may be time to separate them.
- Across all Counterparty Positions for an Issue, don't use the same keywords to flag! Otherwise, highlights will "overlap" on top of each other. See 1 above. If it's unavoidable, separate, the Issue where they're not in the same concept, and possibly use
Must Matchto further narrow things in each separate Issue.
End to End Example
- Title: Third Party Software
- Preconfigured Tag:
Software > Open Source / Third Party.
- If nothing was relevant, add note in Tag or Issue Problem Tracker.
- Custom tag:
third | 3rd party software.
- Preferred Position
- Set to provision should not be included, since the customer's preference is likely that they don't want third party software.
- Counterparty Position 1
- Problem: Unclear if general functionality of software is dependent on third party software.
- Fallback Provision: Not required for the functionality of the software as specified.
3rd | third part! % functionality.
- Counterparty Position 2
- Problem: Software notices may be changed.
- Fallback Provision: But shall not impact customer in a negative way.
notice* /s change* /s% negative.
- Counterparty Position 3
- Problem: Software company makes no warranties to third party software
- Fallback (could be reject if user just simply struck that last sentence) Provision: Provider shall remain fully liable for any such third party which is embedded in or made a part of its service.
Hope this guide was useful. If there is something unclear or have questions about the topic, feel free to reach out at firstname.lastname@example.org. Thanks!