How do definitions work in ClauseBase?

Definitions are separate files in ClauseBase, much as clauses are and operate in much the same way, both in how they are created and how their content is structured. 

A definition file in ClauseBase essentially acts as only the explanatory part of a definition in a traditional contract. Take the following example: 

“Director”: a director of the Company;

Just as this example from a Word document has a “concept” part, i.e.: “Director” and a “content” part, i.e.: “a director of the Company”, so too does ClauseBase distinguish between these parts. 

In ClauseBase, you create a definition file for the “content” part of the definition and then assign it to a concept, which forms the “concept” part of the definition. When such a concept is used in a clause and that clause is used in a contract, ClauseBase will be able to include it in its overview of used concepts under the terms menu of the operations toolbar. From that menu, you can easily assign a definition to this concept, provided that concept has a (number of possible) definition(s) assigned to it. 

It is good practice to store definitions in designated folders, so you can easily distinguish between types of files. 

For an overview of how to put this knowledge into practice to create a definition, click here.

Do I need to create two different versions of a Concept for the singular and plural?

In many contracts, the same term happens to be used in both the singular and plural form. The typical example is term “Party”, which is also used as “Parties”. 

The question arises whether, in ClauseBase, you should create two different Concepts in such situation. 

  • For grammatical purposes, it is not necessary to create two different Concepts for the same term. After all, assuming you have specified both the singular and the plural form in the concept label of the Concept, the special functions @singular and @plural allow you to easily different between the two grammatical forms.
  • From a legal perspective, it may be the case that you want to either assign a different meaning to the singular and plural form, or at least explicitly clarify how the singular and plural form should be interpreted. (E.g., in contracts with more than two parties, it may be ambiguous whether “the Parties” refers to “at least two parties (but not necessarily all of them)” or instead to “all of the parties”.)

    In such case, many legal experts will insert two different entries in the definition list, one for the singular form and one for the plural form.

    If you happen to find yourself in this situation, you will indeed have to create two different Concepts. The reason is that if you create only one Concept, and force its singular or plural form through @singular and @plural, then ClauseBase will only insert one entry into the definition list. You will probably want to ensure that the default concept label for the singular Concept is the singular form of the term, while the default concept label for the plural Concept is the plural form of the term

Is it okay for a concept to be used only for datafields?

Yes, it absolutely is. Concepts can be used in three different ways:

  • Concept without datafields but with a concept label, serving only as a term in a document
  • Concept with both datafields and a concept label, therefore able to act as a container for information as well as a term in a document
  • Concept with only datafields and no concept label, serving only as a container for information

As you can see, while there are certainly many similarities between the traditional use of defined terms in legal documents on the one hand and ClauseBase concepts on the other, concepts can be used more broadly and more flexibly among others as containers of information.

What is the difference between a concept’s hashtag, its file name and the concept label?

File name and hashtag

When creating a concept, you have to give the concept (which is a file) a name. The file name serves multiple purposes: it can be used to retrieve the concept when searching, but more importantly the file name is also used to refer to the concept in the ClauseBase grammar. Referring to a concept is done by typing a hashtag #  followed by the concept’s file name.

For example, if you have a concept with file name purchase-price, you would refer to it in the ClauseBase grammar as #purchase-price. Therefore, the concept’s “hashtag” and its file name are the same.

There are cases where a concept’s file name and its hashtag can be different. Check out our article on referring to concepts using shortcuts.

Concept label

The concept label is the term that will be displayed when referring to a concept in a clause text. For example:

What is written in the clauseWhat is shown in the text
1. #Purchaser shall pay #purchase-price to #seller.The Purchaser shall pay the Purchase Price to the Seller.

Multiple concept labels can be assigned to a single concept, between which a user can freely choose when assembling a document (as well as create new ones).

Thanks to the use of concept labels, the text of your clause/document can be automatically adapted to changes in singular/plural, to the gender of a concept label, to the use of defined/undefined or no articles, etc. 

For more information, check out our article on concept labels.

What are concept labels?

Concept labels are the terms which are used for a certain concept when it is shown in a document preview (such as Assemble Document mode). For example:

What is written in the clauseWhat is shown in the text
1. #Distributor shall supply #product inside #territory. 11.2 The Distributor shall supply the Product inside the Territory. 

Clauses created in ClauseBase are to a large extent reusable thanks to the concept labels assigned to concepts. If we take the previous example again, this is what the preview could also show to allow for reuse of that clause in an entirely different context:

What is written in the clauseWhat is shown in the text
1. #Distributor shall supply #product inside #territory.11.2 The Supplier shall supply the Services inside the European Economic Area.

Concept labels can be freely defined by the user who assembles a document, but in general it is a good idea to provide a small collection of predefined terms for each concept (e.g.: for the concept “contract”, we could provide concept labels of “contract”, “agreement”, “master services agreement”, “non-disclosure agreement”, “share purchase agreement”, etc.). For more information on this difference and how to create concept labels, click here.