Introduction
When using the LegalOn Review platform, you will come across the terms "Alert," "Verify," "Verification Checklist," "Suggestion," "Sample Language," and "Guidance." These terms represent different features of our AI-driven contract review platform. To get the most out of our system, it is essential to understand the significance of these terms and how they relate to the contracts and documents you are reviewing in LegalOn Review.
Agreement Structure
ARTICLE:
An article is a distinct section of a contract or agreement, typically designated by a heading and a numeral, that contains specific information related to a legal principle, for example:
ARTICLE 1. CONFIDENTIAL INFORMATION
CLAUSE:
Within an article, you will often find a clause or several clauses. A clause is a distinct paragraph in the agreement, for example:
1.1 “Confidential Information” means any and all information, tangible or intangible, which is non-public, secret, proprietary, or confidential in nature and is disclosed on or after the Effective Date by the Disclosing Party to the Receiving Party pursuant to the Purpose, provided that (a) such information provided in physical or digital manner is clearly identified or labeled as “confidential,” “proprietary,” or other similar legends at the time of such disclosure; or (b) such information provided orally, visually, or in other intangible manner is identified as confidential at the time of disclosure and the Disclosing Party provides a written summary of such disclosure to the Receiving Party within thirty (30) days from such disclosure. Information identified as confidential by the Disclosing Party at the time of disclosure, pursuant to (b) above, shall be treated as Confidential Information by the Receiving Party for thirty (30) days from such disclosure so as to provide the Disclosing Party with an opportunity to provide the written summary of said disclosure to the Receiving Party. If the Disclosing Party provides any tangible object that is difficult to identify or labeled as “confidential,” “proprietary,” or other similar legends, such tangible objects shall be treated as Disclosing Party’s Confidential Information.
PROVISION:
Provisions are specific elements or terms within a clause. They provide specific details or exceptions regarding the legal principle specified in each clause, for example:
Information identified as confidential by the Disclosing Party at the time of disclosure, pursuant to (b) above, shall be treated as Confidential Information by the Receiving Party for thirty (30) days from such disclosure so as to provide the Disclosing Party with an opportunity to provide the written summary of said disclosure to the Receiving Party.
Alerts
The LegalOn Review platform generates Alerts as a way to pinpoint potential issues, discrepancies, or areas of concern within a document. Reasons for Alerts include:
Potential missing legal principles;
Clauses and provisions that might be at odds with your negotiating position; and
Absence of standard terms or language pertinent to the contract type being reviewed.
An Alert signifies an area in the agreement that warrants closer inspection and is typically structured as follows:
Addition (Black): When a clause or provision that should be in the agreement is missing, the AI generates a black "Addition" Alert in the Review platform.
Revision: When the relevant article, clause, or provision exists in the agreement, and is not drafted entirely in favor of the user’s position, the AI generates a "Revision" Alert suggesting that the language in the article, clause, or provision needs revision.
Deletion: When the relevant article, clause, or provision exists in the agreement, and is not drafted in favor of the user’s position, the AI generates a "Delete" Alert suggesting that the article, clause, or provision should be deleted.
Verify (White): In a separate section of Alerts at the bottom of the Review pane, there is a Verification Checklist of Articles that may be missing from the agreement being reviewed. For example, if there is an Article customarily present in the contract type being reviewed that our AI was unable to locate, the Alert will suggest that the user Verify whether or not the Article is missing.
Suggestions
Our platform offers Suggestions as actionable advice. When it recognizes room for enhancing clarity, aligning with common industry terms, or addressing alerted issues, a Suggestion is generated.
For example, if there is a clause missing customary provisions in that contract type, the platform may suggest incorporating certain legal principles to align the language with industry standards.
Sample Language
Sample Language provides users with an example of language or wording that can be used to refine or complete specific parts of an agreement. These samples are particularly valuable when:
Drafting new articles, clauses, or provisions;
Revising existing clauses for clarity or completeness; and
Ensuring that the language used aligns with legal best practices.
Guidance
Guidance in the context of the LegalOn Review platform refers to practical and legal insights concerning the alerts provided by LegalOn. It aims to provide users with a deeper understanding of specific articles, clauses, or provisions within an agreement.
When drafting guidance for LegalOn Review, the following are taken into consideration by our team of legal specialists:
Clarity: The guidance is articulated in a manner that is clear and comprehensible to legal professionals. Resisting legalese, where feasible, our guidance ensures that even those who are not experts in a particular area of law can quickly grasp the concepts.
Specificity and Relevance: LegalOn's guidance is designed to be both specific and directly relevant. This means it not only identifies the pertinent legal analysis, but also pinpoints potential issues to consider when researching a particular area of the law. It aims to provide concise, common sense explanations, coupled with clear reasoning to illuminate the topic at hand.
Reference to Legal Principles: Occasionally, the guidance will refer users to the legal principle or precedent that underpins a given suggestion or alert. This feature empowers lawyers to swiftly verify the foundation of the guidance, allowing them to either corroborate or modify it as deemed appropriate.
Comprehensive Scenarios: Effective guidance should contemplate various potential scenarios. By adopting a comprehensive approach, LegalOn ensures that its guidance accounts for a multitude of variables and factors, enhancing its utility for lawyers engaged in redlining an agreement.
By incorporating the principles above, the Guidance provided in LegalOn Review serves as an invaluable tool, bridging the gap between AI analysis and human legal expertise. It ensures that users not only receive Alerts and Suggestions, but also understand their reasoning and legal underpinnings.