Categories: Reuse of clauses

 

Can I make a library clause conditional without affecting other documents?

Yes, you can.

However, making a change to a library clause applies that change to all uses of the clause. Not only all future uses, but also all uses of the clause in existing documents as well. That is why it can be dangerous to change a library clause. There is, however, a way to work around this to make your entire clause conditional for your specific document.

  1. Insert the clause into your document.
  2. Select it and click the pencil icon, then click “convert to independent ad hoc clause”.
  3. Add the condition you want to the “enabled?” property of the ad hoc clause.
  4. Hit save.

After going through these steps, your clause should have become conditional (using the condition in the ad hoc clause).

You can do this for a clause, subclause or even clauses used in an enumeration/bullet list.

Should I make one highly automated clause or two or more alternative clauses instead?

When faced with a complex clause containing many options, you can either:

  • make a highly automated clause the text of which varies on the basis of the input assigned to datafields, its context, other clauses implemented in the document, etc., or
  • make multiple alternative versions of the same clause instead.

The preferable option depends on a number of variables. For example, your company’s policy may prefer one option over the other. 

An important consideration as well is whether the clause(s) should be capable of being used in many different contexts. If that is the case, it may be preferable to split the clause in a number of alternatives without relying too heavily on the context where it will be included or on very document-specific concepts/datafields.

On the other hand, a highly automated clause may be easier to build a questionnaire around as use can be made of the batch create mode of Design Q&A.

Finally, consider the end users of the clause(s) as well. Some users may prefer to choose between a number of alternatives as opposed to one clause that adapts automatically, while some (non-legal users, for example) may prefer to have it the other way around.

Can the same clause be used throughout my organisation?

Yes, technically this is easily possible. While many clauses will probably be written with one specific team or department in mind, one can imagine a number of clauses that are useful to everyone. Typical examples would be a clause containing a signature block or a governing law clause.

Technically, for a clause to be available to all users of a specific customer, that clause should be located in a library that all users have “use” rights to. If there is no such library currently in your organisation, please contact your administrator.

From a legal perspective, we would however want to warn for not becoming too  enthusiastic about the possibility to share clauses across departments in different legal domains. In theory, it seems attractive to draft a single clause that works for very different domains, but in practice this goal has been the reason why many templating/standardisation projects have failed. 

We have heard stories about lawyers who tried to draft a template that would please everyone. Apparently, even when these lawyers were from the same department, this resulted in significant discussions about even the simplest clauses (such as applicable law or party descriptions), e.g. because two partners had strong but opposing views about certain wording.

Ultimately, legal drafting is complex and nuanced, and ClauseBase was developed to allow different legal experts to choose different clauses. As suggested above, clauses that will be shared across departments, will probably be limited in amount.