Drafting Assistant Transactional – Deal Proof – Transcript
Anyone who regularly drafts and negotiates contracts has experienced the
challenge of meeting client needs, often under extreme time pressure, while
keeping the risk of drafting errors under control.
This brief demo will show you how Deal Proof can help your team review and
proof agreements in minutes instead of hours.
Deal Proof is a product that is integrated directly into your word processor,
providing content and functionality to help you accurately and efficiently draft and
review business agreements. It provides tools that can help you quickly generate
or review a first draft, as well as find and address potential errors, omissions, and
inconsistencies that may occur in the process of drafting, negotiating and
reviewing your agreement.
Deal Proof runs a real-time analysis of your agreement to summarize key
document elements and highlight potential risks and issues. With your document
open in Microsoft Word, select the Drafting Assistant menu and then Deal Proof.
To begin the analysis, select the Analyze button. Even for longer documents,
Deal Proof produces results in a matter of seconds, not minutes.
Deal Proof first looks to see if other documents are referenced in the agreement
under analysis. When Deal Proof finds other document references, it displays
the "References to Other Document" window, which would allow you to cross
check for Defined Term issues between the documents. For our demo will select
OK to continue without linking any other agreements.
Here are the results. Deal Proof identifies a variety of possible risks and issues
that are found in the document. We can look at these Flags in two ways: either
by Type or by Section.
We'll look at Flags by Type and start with potential issues with defined terms. A
further breakdown appears into an additional subset.
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Next to each type of potential error is a number. This number represents the
potential number of errors for that type in the document. There are no potential
errors for "Defined more than once" or "Undefined in Reference Document". The
first error is located in the "Defined Term Location Misstated". Select the error
and then select the link to see exactly where it is located in the document. In this
example, Deal Proof has picked up that the term "Expenses" is defined but in the
wrong location. The document indicates that Expense is defined in section 1(f). If
we scroll down to section 1(f), we'll see that in fact it is defined in 1(g). We can
then scroll back up to page 1 and make the change now or continue on to review
the other issues. Select the Next button to move on to the next potential issue.
Now we're looking at issues that are in a different category – Out of Alphabetical
Order. This issue shows that the definitions are not in alphabetical order. The
term "Delaware Court" is located in the wrong spot – between "Beneficial Owner"
and "Change in Control". It needs to move between "Claim" and "Disinterested
Director". For the purposes of this demo, we will leave this definition where it is.
Let's select Next to more on to the next set of potential errors.
The category – Defined But Not Used – appears. Here Deal Proof is telling us
that we defined the term "Expense Advance" but did not use it anywhere else in
the document; so we may want to remove it from the document.
Moving on to the next section – Defined But Not Capitalized. There are a number
of potential errors picked up by Deal Proof, but let's just take a look at the term
"company". Here Deal Proof has picked up that the term "company" had been
defined elsewhere in the document, which means, as a defined term, it must be
capitalized. In this instance it was not. Let's fix this error. Same issue with the
next instance of the same word.
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Let's move on to the next area for review, in this case "Undefined Terms". Let's
look at the term "Directors". Here Deal Proof is assuming that you neglected to
define the term "Directors" because the word is capitalized; however, we know
that in this instance, we did not need to define the term. To remove an item from
the results list which you do not need to fix, simply select the Dismiss All link. By
the way, you can set up your preferences to ignore certain terms. Your
preferences is accessed through the Settings icon
Continuing on to Text/Number Mismatch. Deal Proof has identified
mismatches between numbering and their corresponding expression as text. It
has picked up that the number twelve in text "Section Twelve", is mismatched
with the numerical number in parenthesis – here is shows the number 10. We
can scroll down to the section to confirm which number is correct and then fix this
error.
The next issues it's found is where the numbering is off. In this case, it shows the
numbered list jumps from 23 to 25. We can fix this error and move on.
Finally, Deal Proof will help identify common punctuation issues such as
unpaired quotation marks, unpaired open brackets, unpaired open and closed
parenthesis and unpaired closing brackets. It will also flag non-conforming
phrases, for example where you have used the phrase "any applicable standard
of conduct" versus "the applicable standard of conduct".
The next potential issue it finds are Open issues. Open issues locates spots in
the document where it thinks you left placeholders to be completed at a later
date.
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In addition to flagging potential errors in the document, under "References", Deal
Proof provides a useful summary of information about the document. For
example, if we want to look at a list of all the Defined Terms Deal Proof has
identified in the document, we can easily do so. If we want to look at the
definition for the term "Claim", we simply select the term itself and Deal Proof
takes us to the definition. If we want to, we could now also quickly navigate to all
spots in the document where claim appears.
If we want to share the Deal Proof results, we can do so in a couple of ways,
depending on our preferences. We can select Create Report, which allows us to
create a tabular report of the Deal Proof findings in Word format, that we can
then print or email to a colleague. Using the checkboxes provided, we select the
scope of what we would like to include in the report, and then generate a report.
In the Comments column, we can add notes and analysis of the outstanding
issues.
Another way to share Deal Proof findings is to use the Export feature, which
allows you to save or email a copy of Deal Proof results. This will create an
HTML rendering of the agreement and the Deal Proof findings that can be sent to
colleagues, clients, or even to other parties to the agreement. The results can be
viewed in any modern browser, with no need to have Deal Proof installed (or, for
that matter, an active internet connection). This is a great way to discuss Deal
Proof's findings in an efficient, interactive way, allowing you to quickly show
issues in the context of where they appear in the document.
When you're finished using Deal Proof and reviewing and addressing all of the
highlighted issues, you can use the "Clean" feature to remove Deal Proof's
navigation bookmarks. Alternatively, you can simply close the document and
Deal Proof will clean the document for use, preserving any changes you have
saved during the review.
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Thank you for viewing this brief demo on Drafting Assistant Transactional – Deal
Proof. I hope that you can see how this solution could immediately add value to
your practice by reducing your risk and saving time.
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