Contract analysis: Difference between revisions

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. The fellow in charge of ''drafting'' a confi will not usually be the [[top gun lawyer]] in the organisation.

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 presenting 15-page bunker busters which, in the main, say no more than a concise one, ''but you never know, so you must watch them like a hawk''. It is all, in concept, standard stuff. But it is a faff — depending on how excruciating the writing style of the author, it might take an hour to review, correct mark-up and send back. And it isn’t exactly glamorous.

So the problem: it’s slow, it takes time, the review parameters are [[complicated]] (but not [[complex]]) — there is a (limited) risk of missing something — and a [[legal eagle]] has invariably got better things she could be doing. This is, by reference to the notional, but illusory, person-hours through which [[chief operating officer]]s like to view the world, ''costing the firm money''.

The [[contract review tool]] promises to save some of that money. It performs a first basic check, by reference to a pre-defined [[playbook]] of policies. It operates rather like a triage unit at a military hospital. It breaks the back of this tiresome work (while you are getting on with something more productive), it hands the draft over to you, you give it a once-over and it goes out the door. Brilliant.

But it turns out parsing text lovingly confected by some unknown [[legal eagle]] isn’t as easy as all that. Just boring syntactical things like plurals and irregular verbs and parentheticals — we layers ''love'' parentheticals — are hard to code for. And while in time the machine will get better at that, the universe of possible ways of articulating an idea is infinite and, while a form of locked-in syndrome inhibits access to most of their imaginations, when it comes to textual complexity and saying things which, [[for the avoidance of doubt]], are ''not'' in doubt and need not be said, lawyers are infinitely creative. Parsing the fevered prose of a human lawyer is beyond the means of [[natural language processing]]. There will always need some kind of a human sense check. So, the contract review tools build in exactly that kind of sense-check function. They hire paralegals, in low-cost jurisdictions, to check the output before sending it back.