Automating Amendments and Exception Tables

Article author
Henal Patel
  • Updated

DocJuris continues to grow in features and functionality based on User feedback, and DocJuris Amendments and Exception Tables may be our most useful tool when combined with the expert driven AI system. Our new feature allows for not only word processing, but data processing. The AI system will generate Amendments and Exception Tables with the same fluency already harnessed in the Contract Editor and Analyzer. 

Overview

DocJuris Amendments and Exception Tables Feature is the fastest way to automatically generate a customized, User controlled Amendment or Exception Table from a contract Redline. Users can also customize the form of Amendment and cross-references. As described below, there are three key use cases:

  1. Amend a previously signed contract to update terms such as terms, pricing, or data security/privacy.
  2. Fast track a new third party contract review using a playbook, exhibit, and an automated Amendment export.
  3. Automatically produce an Exception Table (Deviation Table) from Markups with Comments relating to each clause designated and separated. 

Amendment and Exception Table Customization

Steps to Generate an Amendment or Exception Table

  1. Upload a Contract requiring an Amendment or Exception Table to DocJuris. If amending a previously signed contract, a PDF can be used, but we strongly recommend a Microsoft Word version of the execution copy.
  2. Markup the Contract with changes reflecting the way the Amendment or Exception Table needs to appear.
  3. Export the Contract.
  4. Click "Amendment" or "Exception Table" and download.

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Amendment Customization

Using Areas to Add Clearer References to Harness the Power of the DocJuris AI

Using the same programatic framework shown in other functionalities of the DocJuris Contract Analyzer, our new Amendment and Exception Table Feature organizes data (NOT just text) into Section levels. To gain maximum utility from the Amendments Feature, Users will need to designate Areas (programatic Sections or Paragraphs within Contracts) by highlighting and assigning descriptions to the provisions or language. Once Areas are assigned, Users gain granular control of the Areas upon Export.

Areas then allow for the advanced AI to show the exact changes to language upon Export. Amendments and Exceptions Tables will automatically reflect changes. Area designation has the added benefit of essentially "naming" portions of the Contract for more efficient review. Once an Area is created and named, any changes made to a section within an area will be referenced with the named Area on Export. For example, on "Amendment Export", naming an area within an Exhibit will write the following language:

In some cases, a Section reference might be unclear, or a duplicate Section number might be in a scope of work Exhibit or addendum. In such cases, a more specific reference might be required to make the amendment draft clearer.

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More on Area Use Cases

Areas could include an entire exhibit, the pages with definitions, signature blocks, opening paragraphs, and more.

Exhibit A, Section 14.3, is hereby amended by deleting the third sentence . . .

Below is a GIF on how to create an area for a limitation of liability section.

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Customizing Your Own Form of Amendment or Exception Table

Precoded nascent state (out of the box), DocJuris exports a standard Amendment template that is generic and industry agnostic. However, you may require specific branding or specific "boilerplate" provisions above the signature block.

Creating the Form

To create your own amendment template, draft it in Word. Next, use the following placeholder to instruct DocJuris to print the Amendments instead of the placeholder:

[DOCJURIS_AMENDMENT_LIST]

To create your own Exception Table Template, draft a copy in Word. Next, use the following placeholder to instruct DocJuris to print the Exception Table instead of the placeholder:

[DOCJURIS_EXCEPTION_TABLE]

When inserting the placeholder, you can customize the font and style of the placeholder to reflect how you prefer the Amendment language to be Exported. For example, type the placeholder in a numbered outline, and DocJuris will continue the outline for each Amendment. Below is an example (highlight is for emphasis only):

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Uploading the Form

Amendment and Exception Table forms should be uploaded to a playbook and the related playbook must be selected in order to generate an amendment on the customized form. The amendment form upload can be found under the details tab in the playbook editor.

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Fast Track Third Party Contracts

Decreasing turnaround time, when conducting third party contract review (e.g. vendor software) is an excellent use case for DocJuris. In this use case, the Contract being reviewed and analyzed is not a pre-existing signed contract, but rather, a new Contract that needs to be reviewed quickly. Instead of surgically redlining such agreements, use DocJuris Amendments Feature to export an Amendment containing your prevailing terms and clauses that need to be struck to the Counterparty.

Setting Up

  1. Create a playbook in DocJuris outlining all the sections that your organization would typically “strike through” / delete. In other words, your playbook should be narrowly tailored to search for concepts on which you prefer to stay silent. These issues might be "most favored nations clauses", automatic renewal, and more.
  2. Draft prevailing terms in a Word document and attach the terms as an exhibit in the final issue of your playbook. The prevailing terms can outline the issues and clauses that serve as the preference to govern and control over the third party paper. For example, indemnification, insurance provisions, or price increase limitations may be included. This document can be formatted any way designated. 
  3. If necessary, customize the form of Amendment. 

Tip: In either the Playbook created as a standalone Issue, in the prevailing terms Exhibit, or the customized Amendment form, we recommend adding language that the terms of the Amendment govern and control over the terms of the third party contract.

Generating Fast Tracked Third Party Contract Amendment

  1. Upload a third party Contract and select the newly created fast-track playbook for third party paper.
  2. Use the Playbook as a guide to intentionally omit or delete applicable sections in the Contract on which you prefer to be silent.
  3. Insert the prevailing terms Exhibit using the Playbook. Double check that there is an included  reference to the prevailing terms Exhibit in the body of the agreement (e.g., “this agreement is subject to exhibit A, attached hereto and made a part hereof.”).
  4. Export the Amendment.

End result: Counterparty has a neatly formatted set of changes described as deletions with an Exhibit on prevailing terms.

Video Overview

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