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Accept Position

A type of Directive that is used to signal that a Counterparty’s contract or the proposed Incoming Redlines are acceptable.

If a Counterparty Position in a Playbook that is configured with this Directive matches keywords in a Contract, matching language in the Contract will be highlighted in green via the Analyzer.

Administrator (Role)

A User that has unrestricted access to a client’s DocJuris account. A DocJuris Administrator can view and edit any Contract or Playbook and can modify and add Users and roles.

In some smaller organizations that prefer to democratize all data, all Users may be DocJuris Administrators.

Amendment

A document exported from the Analyzer that describes changes needed to an existing or current Contract.

DocJuris Amendments allows a user to automatically prepare an Amendment from Markups prepared in the Analyzer. An Amendment Standard Form can also be used to customize the formatting and layout of an Amendment.

Amendment Standard Form

A document (.docx) a User can format and style to customize the output of an Amendments Document exported out of the Analyzer. Customizations might include branding, fonts, and styles.

In the Amendment Standard Form, a placeholder can be used to specify where the list of amendments generated by DocJuris should be inserted. Once the template is created in Word, the Standard Form can be uploaded to DocJuris.

Analyze

A method of bringing a Contract into the DocJuris application for analysis. An “Analyze a Contract” button is available on the Dashboard and in the Playbook Editor.

The Analyze a Contract feature allows a user to convert, compare, and analyze Contracts against Playbooks and other data points.

Analyzer

The primary Contract workspace that allows a client to edit an active Contract, run Screening Reports, review against Playbooks, access Previous Redlines, and export Amendments and Turns.

The Analyzer allows a User to access a Contract and view Turns.

Archive

An action to remove a Contract from the Contract List. Archiving a Contract removes the Contract and any Previous Redlines in any of the Contract’s Turns from being viewable.

Archived Contracts can be retrieved through a support ticket via [email protected].

Area

A specific Section or consecutive group of Sections within a Contract that a User has defined in the Analyzer.

Areas allow Users to customize the way that Sections are referenced in Amendment exports, collaboration, and more.

Business User (Role)

The most limited User in DocJuris. A Business User can only view and edit Contracts they’ve uploaded or have been given access to.

In most cases, an Administrator may assign the Business User role to individuals in a company that need access to a Playbook but not detailed Previous Redlines or the ability to edit said Playbook.

Click-Drop

A specific functionality in the Analyzer that allows a User to insert a Provision and associated External Negotiation Commentary into a Turn.

Click-Drop provides three options when using it in the Analyzer:

  1. Replace Section
  2. Insert in Section
  3. Insert below Section

Comment

Used to describe a User’s changes, language, or Position in a Contract to the Counterparty. A Comment on Export is sent out as a comment in Word, typically showing up in the margin of a .docx file.

Comments can be classified as Internal and/or Section Level and Inline. All types of comments can have an Internal or External reply. However, note that if the original comment is classified as Internal, all replies must also be Internal.

Comments classified as Internal have the ability to include Mentions of users.

Comparison

The difference between two Turns represented in the Analyzer as Incoming Redlines. When a new Turn is added to a Contract, DocJuris always runs a Comparison against the previous Turn for security and document fidelity reasons.

The Analyze a Contract modal allows a User to “compare against” another document or Standard Form. There are several use cases where a Comparison is helpful in DocJuris. For example, comparing an interim draft that was sent to the Counterparty to start a negotiation, or uploading a new Turn to check if the Counterparty “snuck” anything in.

Completed Turn

Occurs when User(s) have finished their Markups or Comments on a Turn in a Contract and are ready to send a draft to the Counterparty.

A turn must be completed for its redlined paragraphs to appear in Previous Redlines. Turns are also Completed automatically if a new, subsequent Turn is added to the Contract.

Contract

An agreement that is being negotiated in DocJuris represented by one or more Turns.

A Contract can have many Turns, depending on how many rounds of negotiations taking place with a Counterparty. Contract is a collection of one or more Turns.

Contract Editor

The right pane of the Analyzer that allows a User to markup Sections to a Contract, apply Comments, or interact, accept, and/or reject Incoming Redlines.

The Contract Editor is a key function of DocJuris and empowers teams to turn Word processing into a much more data enabled workflow.

Contract List

The list of Contracts that a client has stored in DocJuris.

The Contract List can be sorted and searched. It can also be used to Archive or rename a Contract.

Contract Type

A high-level, required classification for a Contract in DocJuris. DocJuris maintains a present list of Contract Types for selection when a Contract is analyzed.

Only DocJuris employees can create new Contract Types, and in some cases, the Contract Type might be specific to a client and customized. Each Playbook must be associated with a Contract Type, and each Contract that is uploaded must be labeled with a Contract Type.

Counterparty

The adverse party in a Contract negotiation. Typically, a Counterparty is a client’s vendor or customer.

DocJuris maintains a list of Counterparties that a client has negotiated with. Each Contract is associated with a Counterparty. When sorting the Contract List or Previous Redlines in the Analyzer, a User can filter by Counterparty. Counterparties can also be cross-referenced as a Related Counterparty in a Playbook Position.

Counterparty Position

A description of (1) a Counterparty’s viewpoint on a Section or Issue in a Contract that represents common things that a Counterparty tries to push in a Contract and (2) how a User should respond or not respond to the Counterparty.

The Counterparty Position must include a Directive to either Accept, Reject, or Fallback. Optionally, a User can define a Position Tag and other details such as a Drafter’s Note or External Negotiation Commentary.

Custom Issue Tag

A customized Issue Tag that is created by a User to search for Sections in a Contract using keyword expanders and connectors.

Custom Tags are normally used when a Pre-Configured Tag is not available or does not cover the legal concept at hand. For example, a User may find that the concept that needs to be located in the Contract is bespoke or specific to the industry that they operate in.

Dashboard

The homepage of the DocJuris application (https://app.docjuris.com).

The Dashboard provides links to key functionality such as the Contract List, Playbook List, Template List and Settings.

Deviation Guidance

High-level instructions to a User of a Playbook on what approvals must be sought regarding an Issue found in a Contract.

Detailed instructions should be included in Drafter's Notes, but Deviation Guidance can provide general instructions such as "Check Client Preference document for client-specific deviations on this section, because preferences vary widely." The Deviation Guidance text will appear on the Screening Report and in the Analyzer when an Issue is expanded in the Sidebar.

Directive

A Directive guides the reviewer on how to respond to a Counterparty Position. Directives are found in a Playbook → Issue → Counterparty Position.

The three directives in the DocJuris app are Accept Position, Reject Position, and Fallback Position. These three directives will tell a User if a Counterparty Position is acceptable, if you reject the position altogether, or if you reject but have Fallback Provision with which to counter, respectively.

Drafter's Note

Plain-English guidance for the reviewer about a Preferred Position or Counterparty Position within an Issue meant to explain reasoning, drafting methodologies, or anticipated Counterparty edits.

These notes are typically a catch-all / general area for a User to input background or explanatory information about a Position.

Exception Table

A form of export that a User can create from a Contract in the Analyzer that automatically creates a grid of changes. DocJuris now allows users to export a grid of changes generated directly from a Markup. Users no longer have to maintain separate redlines while juggling exception tables.

In many industries including oil & gas, service providers are required to produce suggested changes in a form of exception table, which can take hours to draft and often live separately from the base terms and conditions — it’s painful. Contract reviewers have to basically suggest changes to a contract in Excel and it really, really sucks.

Execution Copy

An attribute to mark a Turn as the final version of a document, indicating it is ready for “signature”. To mark a Turn in a document in as the execution copy, go to the contract settings in the Contract Analyzer (the button with the tool icon) and check the box that says “Mark as execution copy”. When you’re ready to export the final execution copy, don’t forget to mark your document as complete and read-only.

Exhibit

A document that a User can attach to the end of a Contract in the Analyzer. For example, a client may want to add a data protection exhibit, list of insurance clauses, or other document at the end of a Contract instead of inserting a collection of Provisions inside the Contract manually. Further, if an Amendment is exported from the Analyzer, any inserted Exhibits will be attached the end of the exported Amendment.

Exhibits can be uploaded to and associated with an Issue in a Playbook. Typically, a User will configure an Issue with Issue Tags to check for Missing language (e.g., Data Protection Addendum).

External Negotiation Commentary

Canned commentary that is saved in a Preferred Position or Counterparty Position and can be inserted into the Analyzer using Click-Drop or copy and paste.

When using Click-Drop, External Negotiation Commentary is inserted into a Turn as a Section Level Comment.

Fallback Position

A type of Directive that is used to signal that a Counterparty’s contract or proposed Incoming Redlines is acceptable subject to a Fallback Provision.

If a Counterparty Position in a Playbook that is configured with this Directive matches keywords in a Contract, matching language in the Contract will be highlighted in orange via the Analyzer.

Fallback Provision

A Provision that is associated with a Fallback Directive in a Counterparty Position.

The Fallback Position in a Playbook is the only Counterparty Position that allows the insertion of a Provision as part of the Counterparty Position. For example, if the Counterparty is proposing New York governing law but our preference is Texas, we might propose a Fallback Provision of Delaware as an in-between option.

Find & Replace

Allows a User to search for keywords in a Turn and optionally replace with other keywords. Found keywords will be highlighted within the document.

Unlike Replace Terms, Find & Replace is designed to allow a User to replace terminology in the Contract being negotiated.

Form Reference

An attribute of an Issue, the Form Reference is a way of referring to a Section number in a Standard Form. For example, the Form Reference for an Issue titled "Investigator/Sub-investigators" might be "2.1." There is no programmatic link between Form Reference and the document contents -- it is for human use only, and typically used only when creating/editing Playbooks.

Inline Comment

A Comment that is associated with a specific word or phrase in a Section of a Contract. On Export, an Inline Comment will anchor to a specific range of text in Word.

Incoming Redlines

Changes that are proposed by a Counterparty or as reflected via a comparison of two Turns. Incoming Redlines can be accepted or rejected, and Markups can be introduced to counter Incoming Redlines.

Incoming Redlines typically appear in tan; whereas a User’s Markups appear in blue and red.

Internal Comment

A Comment that is only viewable by other Users. Internal Comments are never exported to Word.

Internal Comments can deliver notifications to other Users via email and is also an endpoint in the API to trigger notifications or other custom workflow activities.

Issue

Main component of a Playbook representing a concept that reflects a client’s Preferred Position and/or Counterparty Position(s).

When Analyzing a Contract against a Playbook, Issues appear in the Sidebar when the Playbook is open. The reviewer will see a count of each Section that matches an Issue or will identify an Issue as Missing from the Contract. ****

Issue Group

A collection of related Issues in a Playbook. When a Playbook is loaded in the Analyzer, Issue Groups are shown with a title and divider followed by the Issue Group’s Issues.

Issue Groups prevent an excessive list of Counterparty Positions within an Issue. Creating Issue Groups allows Users to breakdown concepts into their respective sub parts (eg, warranty remedy, warranty term, etc).

Issue Tag (AKA search tags)

A component of an Issue that enables the Issue to search Sections in a Contract in the Analyzer. There are 3 types of Issue Tags:

  1. Pre-Configured Issue Tags
  2. Custom Issue Tags
  3. Must Match Issue Tags

IT Administrator (Role)

A special type of User in DocJuris that has specific permissions to configure Single-Sign On or manage DocJuris API keys. To clarify, only IT Administrators can configure Single Sign-on.

Legal User (Role)

A middle-tier User in DocJuris. A Legal User can upload, view, and edit Contracts they’ve uploaded or have been given access to. They can also create and edit Playbooks that they’ve created or have been given access to.

Locale

A configuration available under a User’s Profile in Settings that allows a User to change the language of the application.

For example, the user interface of DocJuris can be changed to Portuguese (Brazil).

Markups