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What is the problem the contract review tool is designed to solve: [[Confidentiality agreement]]s are fiddly, but low-risk agreements that one must get through as quickly as possible to get to the fruitier deal negotiations they promise. Confis tend to be an “I’ll show you mind if you show me yours” kind of affair. But — especially in this data-obsessed world — they have buried risks if you don’t watch them carefully.<ref>The [[JC]] has a whole [[Confi Anatomy|confi anatomy]] you can peruse if you would like to know more.</ref> | What is the problem the contract review tool is designed to solve: [[Confidentiality agreement]]s are fiddly, but low-risk agreements that one must get through as quickly as possible to get to the fruitier deal negotiations they promise. Confis tend to be an “I’ll show you mind if you show me yours” kind of affair. But — especially in this data-obsessed world — they have buried risks if you don’t watch them carefully.<ref>The [[JC]] has a whole [[Confi Anatomy|confi anatomy]] you can peruse if you would like to know more.</ref> | ||
So you need your [[legal eagle]]s to be on their game to stop the ''stupid'' getting in. And be assured, counterparties will throw lots of stupid at you. | So you need your [[legal eagle]]s to be on their game to stop the ''stupid'' getting in. And be assured, counterparties will throw lots of stupid at you. Let’s face facts: the fellow in charge of the [[NDA]] templates is going to be a [[golgafrinchan|Golgafrinchan]], not the organisation’s [[Top Gun Lawyer]]. | ||
So, [[confidentiality agreement]]s come in all shapes, sizes and shades of silliness. They needn’t be longer than a few paragraphs, but our American friends are given to | So, [[confidentiality agreement]]s come in all shapes, sizes and shades of silliness. They needn’t be longer than a few paragraphs, but our American friends are given to 15-page bunker busters which, in the main, say no more than a concise one, ''but you just never know''. Hence, the need for contract review. It is all standard stuff. But it ''is'' a faff — an excruciatingly written [[NDA]] might take an hour to review, and return. This is not exactly glamorous work, though once in a while it is strangely satisfying. | ||
So | So: it’s slow, it takes time, the review parameters are [[complicated]] (but not [[complex]]) — there is a (limited) risk of something slipping in — and a [[legal eagle]] has invariably got better things to do. By reference to the illusory “notional person-hours”, through which prism the [[chief operating officer]]s like to view the world, NDA review ''costs the firm money''. | ||
====The [[contract review tool]] as a solution.==== | ====The [[contract review tool]] as a solution.==== | ||
The [[contract review tool]] promises to save some of that money. It performs a | The [[contract review tool]] promises to save some of that money. It performs a basic check against pre-defined [[playbook]] of [[walk-away point]]s. It operates rather like a triage unit at a military hospital, breaking the back of ''most'' tiresome work (while you are getting on with something more productive), then handing over to you for a quick once-over and it goes out the door. Brilliant. | ||
That’s the theory. | That’s the theory. | ||
====But it isn’t as simple as that==== | ====But it isn’t as simple as that==== | ||
But it turns out | But it turns out text lovingly confected by some unknown [[legal eagle]] isn’t as easy to review as all that. Even boring syntactical things like plurals, irregular verbs and parentheticals (we lawyers ''love'' parentheticals)<ref>See what I did there?</ref> are hard to code for. In time the machine will get better, but the universe of possible ways of articulating a single idea remains infinite and, while many [[legal eagles]] suffer a form of locked-in syndrome with regard to many aspects of their creativity, it does not extend to methods by which they may torture prose. When it comes to textual complexity and saying things which, [[for the avoidance of doubt]], are ''not'' in doubt, lawyers are extemporisational geniuses. | ||
Parsing the fevered language of a human lawyer is ''beyond the means of [[natural language processing]]''. There will always need some kind of a human sense check. So, most commercial [[contract review tool]]s hire paralegals, in low-cost jurisdictions, to check the output before sending it back. | |||
This has three unfortunate consequences: | This has three unfortunate consequences: |