A typical 150+ page legal agreement may have about 25-40% of the pages devoted solely to definitions and may contain 400+ defined terms. A defined term that is misused or unused, or use of terms that are undefined creates ambiguities that attorneys are trained to avoid, not to mention the impression of sloppiness that detracts from its quality and user friendliness; it is considered best practices within the legal community. Moreover, defined-terms-related errors have lead to costly lawsuits.
First, the document to be analyzed must be in the Microsoft Word format. The app is able to handle different versions of Word, including both DOC and DOCX formats, but is unable to analyze WordPerfect WPD, Google Docs, Adobe PDF or TXT files. Second, the document needs to have defined terms within quotation marks, either in single (') or double quotes ("); it is also able to handle smart/curly quotation marks (‘ ’ “ ”). This is how the app is able to locate the defined terms.
The app highlights defined terms in legal documents to assist the reviewing attorney in identifying errors related to defined terms. First, it searches for defined terms, which are identified by being capitalized and enclosed in quotation marks. Then it highlights in Green all of the terms that are defined and used within the body of the document. Plural and singular forms of the defined term are also highlighted green if a match exists within the document. If no match is found, the quoted defined term is highlighted in Red to alert the reviewing attorney. When performing these checks, all lower cased quoted terms such as 'as is' are ignored.
Second, the app scans the document for Capitalized terms that are not defined in the document and are also not generally known as proper nouns within the legal community. Once a term has been detected, it is highlighted in Pink.
At the user's option, the app searches for lower-cased versions of defined terms within the document and highlights each of them Yellow if a match is found. This technique is useful when the reviewing attorney wishes to confirm that the lower casing of the terms was intentional.
When the app completes the highlighting algorithm, the app produces the highlighted Microsoft Word document via either download or email attachment, at the user's option. Scanning the highlighted document for Red and Pink highlights will allow the attorney to quickly find problem areas.
Two areas that sometimes contain more false positives than other areas are (i) the Table of Contents and (ii) the Section Headers because both of them are generally Title Cased for formatting reasons. Similar to spell-check, the process will result in a few false positives and false negatives. In any case, it will only take a document or two to get a feel for the app's behavior and it won't be long to get accustomed to reviewing the app's results.
We chose highlighting over other forms of communicating error-related information because it is consistent with how some attorneys already do it when performing the check manually, does not make any substantive changes to the document and is easy to reverse if necessary. An interface similar to "spell check" function of Microsoft Word that allows real-time interaction can be helpful, but in our view, has its own issues because it forces users to make the decision on the spot, when there are multiple ways to resolve a defined-term-related error, such as lower-casing the term, creating a new defined term, or using an already defined term. Best solution is possible only after having identified the errors from start to finish and the user is armed with information relating to the type, frequency and magnitude of the errors. Plus, this type of design permits features like the Paired Document Check, as described in #7 below.
It depends on the length of the agreement and how many defined terms it contains, but on shorter documents of less than 50 pages, it would be a few seconds, but for 200+ page documents with several hundred defined terms, it could take about 2-3 minutes. Reviewing the processed document by an attorney will take some additional time.
This feature will come in handy when you come across transactions where one document relies on defined terms contained in another document. A common example would be a collateral agreement in a loan transaction, which may contain a phrase to the effect of: "Capitalized terms used in this Collateral Agreement and not otherwise defined herein shall have the respective meanings ascribed to them in the Loan Agreement." Another example may be that of a Fee Letter, relying on the definitions contained in the Commitment Letter or of a Supplemental Indenture, relying on the definitions in the Base Indenture. In such cases, our Paired Document Check will eliminate the pain of having to flip back and forth between two documents - it will consider defined terms contained in the Source File when performing the definitions check on the Target File. In other words, Source File's defined terms (both singular and plural forms) will be highlighted green in the Target File and be considered when making other highlights.
Our app is designed by an experienced attorney who understands that documents come with both information and responsibility. Our servers are hosted at a major data center, which has received ISO 27001, PCI DSS, SOC 1 Type II and SOC 2 Type II certifications. We utilize the industry standard SSL encryption so that the communication between the server and client browser remains private. With respect to payment, we use widely utilized technology to accept and process credit card payments without saving any of the credit card information onto our servers, achieving or exceeding requirements of the Payment Card Industry Data Security Standard (PCI DSS). We consciously limit storage of all sensitive information to reduce our exposure and observe industry standard security measures such as inactivity timeouts, complex passwords, continuous monitoring and updating, among others. We immediately and permanently delete the uploaded document upon completion of the check process. Our goal is to eliminate any possibility of document retention since such procedure exposes us to legal risks and increased server maintenance costs. We do, however, retain information relating to the check such as the date, time and user name, for monitoring purposes. And we never share any of our customer information to third party vendors for marketing purposes - we hate spam just as much as you do!
The visualization mode is only available for our employees. It takes significant amount of CPU processing power, which is better directed to the algorithm itself. Therefore, in our production servers, we do not permit real-time visualization.