3. Stacking the clauses
Now that you are familiar with the basics of the document assembly mode in ClauseBase, let’s start drafting our non-disclosure agreement.
- click "browse" in the operations panel.
- Click on the left-hand side of the prompted menu.
- Double-click the "tutorials", "document assembly" and "clauses" folders.
This will lead you to the following screen:
From this screen, you can start looking for the perfect clauses. Let’s start by implementing some introductory clauses.
- Double-click the "introduction" folder.
- Select the "identification of the parties" clause.
- Click the icon and click in the prompted menu.
At this point, you will see the clause pop up on the interactive preview on the left-hand side of your screen. If you so choose, you can immediately start filling out variable information like party names and addresses in the allotted boxes. Keep in mind, however, that this is to be a template document and it is therefore not desirable to already fill out concrete information.
Repeat the exercise now for the clause titled "recitals" in the same folder:
- Select the "recitals" clause.
- This time, a purple icon will appear alongside the green icon. Click the purple icon and click to insert the clause below the clause identifying the parties.
Browsing through your library is only one way to find the perfect clause. ClauseBase also comes built in with a powerful search engine that allows you to search on content, clause attributes, concepts, and location within the library.
Let's try this, by clicking "search" in the operations panel. You will be greeted with the following screen:
Let’s try finding a clause that sets out the confidentiality obligations of the parties. Type in "confidentiality" in the content bar and click .
This search query still leads to too many results to quickly pick out the right clause, so you must search in a more specific manner. Let’s add an attribute to narrow down the search results.
Click , then click the prompted button and choose the option "mutual". Then click again. You will now see that "mutual" appears as a filter:
Leaving the blue check-mark checked will mean that only clauses that have been designated as containing mutual obligations will be searched on. Alternatively, you can also turn this off to explicitly search for clauses that do not contain bilateral obligations, i.e. that contain unilateral obligations.
When you click again, you will see that the search results have been narrowed down considerably. Unless you turn off the option to show additional information (located under the search bar), you will also see the location and attributes of the clauses, allowing you to make a quick but informed decision on whether or not to use the clause. Either way, you will also see the content of the clause as well.
Let’s select the clause titled “mutual confidentiality obligations”. Click the purple icon next to the title and select.
Non-disclosure agreements traditionally also feature a standard set of exceptions to the confidentiality obligations. To find a clause containing these exceptions, start by removing the attribute filter by pressing the icon. Then, search for “confidentiality exceptions” in the content bar. You should find the following two clauses from among your search results:
- a clause titled "exceptions to confidentiality obligations"
- a clause titled “mandatory disclosure (exception to confidentiality obligation – short)"
Let's try adding both these clauses as sub-clauses to the clause you previously inserted (mutual confidentiality obligations). Because we like to insert those clauses at the very end of the document, there are two ways of doing so:
- Click the purple icon and select. Then select the clause in question by clicking on it on the left-hand side of your screen (it will be highlighted in blue), and then use the right indentation arrow () in the document toolbar to position it as a sub-clause of the clause above.
- Select the clause on the left-hand side of your screen under which you want to position the new clause as a sub-clause (in this case, the clause titled "mutual confidentiality obligations"). Click the purple icon and select.
Try using these two ways of creating sub-clauses for the two confidentiality exception clauses.
Adding the remaining clauses
To add the remaining clauses, it is best to return to the browse tab of the operations panel and navigate to the tutorial clauses folder again:
Here, you see that you can still add clauses on
- return of confidential information;
- term and termination;
- boilerplate provisions; and
Add them now using the techniques set out above. You will note that:
- two clauses on return of confidential information are alternatives of each other (so you should only choose one for your contract);
- three clauses on term and termination are alternatives of each other (so you should only choose one for your contract);
- the liability clause on accuracy of confidential information can be considered optional; and
- the folder on boilerplate provisions features a “title clause” which has only a title and no content body and which can be recognised by its distinct green highlight and “T-icon” (). These title clauses make it easier to group disparate provisions under a single heading by inserting them as a new clause, and then adding the desired boilerplate provisions as sub-clauses to this new clause;
- the folder on boilerplate provisions also features two clauses related to assignment. For now, only choose the one titled “assignment not allowed”. We will come back to this later.
Feel free to play around with the location and indentation of your clauses at any time using the indentation arrows located in the document toolbar ().
Saving the document
Now that you have assembled all the clauses, it is a good time to save your document. Before you can save the document, you should give it a file name:
- Click on the file tab in the operations panel.
- Navigate to in your personal library.
- Give your document a name, such as “tutorial NDA”.
To save the document, you can click inside the file tab of the operations panel. Alternatively, you can also click in the document toolbar.