5. Engaging with the intelligence embedded in the clauses
By now, you have already seen the yellow boxes on the left-hand side of your screen that function as easy ways to insert certain straightforward information like the name, address, and company number of a party. There is, however, more intelligence included in these clauses than you can see in the document preview.
Make sure to deselect any clause you may have selected by clicking on the empty space next to or above/below a clause, then navigate to the datafields tab of the operations panel.
Within this screen, you have a complete overview of all the ways in which the content of the clauses can be adjusted to suit your needs, from basic information like party names, addresses and company numbers to legal nuances like whether or not the agreement should favour a specific party.
The categories of datafields (in this screen: boiler plate, confidential information, contract and party identification) are pre-created by your organisation’s clause authors and allow you to quickly find the datafield you are looking for. They also follow the language of the document.
Let’s start by navigating to the “contract” category within the datafields panel.
There are three datafields in this category than can be adjusted here:
- the commencement date of the contract;
- the duration of the contract; and
- whether or not the NDA in question should be mutual or unilateral.
If you click , you will see a bar pop up that shows you a date. The date that pops up will always be the current date, but you can pick a new one from the calendar that appears when you click this date.
The question you might now ask yourself is: “where can I see the changes that this information makes in the document?”. Click the icon to the left of and you will see an overview of all clauses where this information is used. Clicking on the title in bold (commencement date + duration + termination by written notice + survival (7.)) will immediately take you to that clause in the document.
Datafields like this one — which contain dates, durations, text, numbers, etc. — are straightforward and can also be filled out by using the yellow boxes on the left-hand side of your screen. Where it gets interesting is with so-called “true-or-false” datafields, which allow you to make a choice between two different ways a clause or text within a clause can appear. One example of such a true-or-false datafield within this contract is the “applicable” datafield under “mutual nda”. Try clicking it now.
Toggling the blue check-mark will yield changes across the entire document to make it mutual or unilateral. If you click the icon, you will also see that a large number of clauses in the contract use this datafield to a certain extent.
Up until this point, you have been looking at the datafields scattered across the entire contract. It is also possible to look at individual clauses and see how they are affected by certain datafields. Let’s look at the example of the assignment clause you inserted under the boilerplate provisions. Select it now and navigate to the datafields tab under the operations panel.
You will see that this clause is affected by only one datafield:
This is a true-or-false datafield that decides whether or not assignment should be allowed under this agreement. While this is the only clause that uses this datafield, it could be important when used in a document that contains several clauses on assignment to avoid contradictions.
If you activate this datafield you will notice that the assignment clause is now struck through:
This means that the clause is disabled, because the conditions for it being shown (in this case: that assignment should be allowed) are not met. An alternative clause is available, though, as can be seen from the icon next to the clause. When you insert this alternative clause, you will see that it is not disabled, because the condition for it to be shown is that assignment should be allowed.
Another interesting clause to try the above exercise with is the clause introducing the parties at the top of your document. If you select this clause, you will see that under the category "party identification", there is the option to toggle the counterparty's (called "Party 2") status as a natural or legal person (see ). If you toggle this on or off, you will see that certain datafields disappear or appear. This is because, for example, a company number no longer needs to be filled out when you've already designated that the party is not a company.
In conclusion, datafields carry three different kinds of effects:
- enabling or disabling a clause
- enabling or disabling text within a clause
- filling out variable information such as names, dates, durations, numbers, etc.
If at any time you want to have a clearer view of the different kinds of datafields present in a contract or a clause, you can toggle between them by checking or unchecking the respective check-box under your operations panel and above the categories overview:
Occasionally, your organisation’s clause authors will have designated parts of the text within a clause as superfluous or optional but is in any case not crucial. The text that you can see by default is basically a shrunk down version thereof. With the help of a slider, you can unlock up to 4 levels of additional text that may have been hidden as originally.
To get an overview of all the text in the document that can be added or hidden, navigate to the icon in the document toolbar and click “invisible text (due to shrinking)” in the resulting drop-down menu. All hidden text will be shown in blue.
To get an overview of the individual clauses that have such invisible text in them click “clause shrinking opportunities” in the same drop-down menu. You will then see the shrinking icon pop up next to each clause that features the option to shrink or extend text.
To start changing the shrinking level, either select a clause within which you want to shrink text or deselect a clause to select the entire document. Then click the icon in the document toolbar. The following drop-down menu will appear:
When selecting no clause (and thus the entire document)
When selecting a specific clause
The available options can be explained as follows:
- show full text – no shrinking: add all superfluous or optional text
- shrink text: adjust the slider to change the shrinking level for the clause you selected (or for the entire document if you did not select a clause)
- inherited shrinking level: sets the shrinking level of the selected clause to the same level as its "parent" clause, which you selected with the “shrink text” slider
ClauseBase automatically drafts an overview of all capitalised concepts that need a definition or receive one in the text (provided your organisation’s clause authors have added this intelligence to your clauses). With this overview, you can grant definitions to the concepts in question, change their terminology and find out where they are used in the document.
To grant a definition, simply click the icon and choose from a pre-defined list of definitions. If there is no such definition, simply click “create new” to create one on the spot.
Try selecting an available definition for each term. For terms like "Party" and "Parties", no definition is needed, as these terms are already defined in the clause introducing the parties. For those terms (and "Disclosing Party" and "Receiving Party", which you will also see if you toggled off the mutual nature of the NDA), select the icon and click . When you're done selecting definitions under the terms tab, select the icon at the top left-hand side of the document toolbar and click . An automatically generated definition list will now be inserted as a new clause. Go ahead and adjust the location of the definition list, using the arrows in the document toolbar, to position it right after the recitals.
To change the terminology of a concept, click the concept in question and either choose a new term from a pre-defined list or create a new term on the spot. Try doing this for “Contract” and you will see the following pop-up appear:
You can choose a new term by clicking either the singular or plural (depending on your preference) buttons and the term will be displayed in singular or plural. ClauseBase automatically makes all necessary grammatical adjustments (provided your organisation’s clause authors implemented this feature). Alternatively, you can click create new to create a new term.
Simply fill out the specifics of the term as shown above and click “apply” to create the new term.
Finally, to see where a term is used in the contract, press the icon to be granted an overview similar to the one granted for datafields.