Table of Contents

Drafting the body of a clause

Maarten Truyens Updated by Maarten Truyens

Drafting legal content in ClauseBuddy is fairly straightforward, there are just a few things to know. 

By way of example, the following clause — found in a random distribution contract — will be implemented:

General structure

In ClauseBuddy, paragraphs can either start with a numberset (such as 1. or 1.2.3) or one or more asterisks(*, **, ***, etc). 

When inserted in a Microsoft Word document, numbered paragraphs will by default get Heading 1/2/3/... style, while bulleted paragraphs will get Body 1/2/3/... style. If you have set up automatic numbering in your document, your inserted paragraps can adopt the automatic numbering. (You can, however, always request ClauseBuddy to remove the numbering before you actually insert the paragraphs into your document).

The example paragraphs above would thus become:

So notice that paragraph 13.1 simply becomes 1, while paragraph 13.2 becomes 2, and so on. Also notice that sub bullets start with a double asterisk.

ClauseBuddy can automatically detect most types of numberings, so when you pre-select content and hit the + button, ClauseBuddy will automatically convert existing numbering into 1/2/3 or asterisk-style. 

Aligning with a previous paragraph

Sometimes you may want a paragraph to have the same indentation as a previous paragraph, while not receiving a certain number/bullet. For example, the last paragraph of 9.2 in the example below (In both cases...) is positioned at the same indentation level as the first paragraph of 9.2(The Licensee must hold...).

To store such structure in ClauseBuddy, you simply repeat the number of the first paragraph:

Changing numbering

When you insert your cursor into the body or title section of a clause, a toolbar will automatically appear that allows you to apply numbering and formatting. 

The leftmost button allows you to apply / unapply a number to a paragraph, while the second button allows you to apply / unapply bullets. 

The third and fourth button cause paragraphs to be indented or unindented. 

Unlike Microsoft Word, the paragraph(s) will not actually indent physically — instead, the numberset or the amount of bullets will change.

Placeholders

Inserting a placeholder is as simple as selecting some predefined text, and clicking on the placeholder button. For example, instead of "hard-coding" the duration of three years in the screenshot below...

... you can select the duration and click on the placeholder button. The text will then get a yellow background, indicating that it has been turned into a placeholder.

Cross-references

In a full-document automation context — such as in ClauseBase — cross-references can be automatically kept up-to-date. 

Conversely, in a clause-based product such as ClauseBuddy, cross-references will need to be manually changed by the user. In order to alert the user that references will need to be manually changed, you can mark the reference in pink by clicking on the ref button. 

When inserted into a document, the text will also be printed with a pink/fuchsia background, to draw the user's attention.

Footnotes

You can insert footnotes by clicking on the dedicated button in the text toolbar. Footnotes should be positioned at the bottom of the clause within ClauseBuddy. Upon insertion in the MS Word document, they will get automatically inserted in the footnote section of the document.

Result in Microsoft Word:

You can also insert footnotes without using the footnote button. Simply insert a number within square brackets in a paragraph, and repeat that same number at the bottom of the clause.

Tables

You can insert tables by clicking on the table button in the toolbar and choosing the number of rows and columns. After insertion, you can perform typical table-related operations (such as merging or splitting cells, inserting or deleting rows/columns, etc). 

[PRO] Dynamic content

After you have assembled a nice library, there will come a point where you want to make your clauses dynamic instead of static. Some examples:

  • You want to be able to dynamically swap terminology — e.g., you want to be able to replace the "hard-coded" term Licensee by legal synonyms, such as Customer, User or even the actual name of the counterparty.
  • You want to have terminology automatically adapt to grammatical changes. For example, when you frequently draft contracts that talk about multiple Licensees (instead of a single Licensee), it would be cool if your clauses would automatically adapt verbs (e.g. from singular warrants to plural warrant), pronouns (warrants that they instead of warrants that it), accompanying articles and so on. If you think such manual changes are time-consuming in English, imagine the amount of time that is spent on such changes in languages with inflexions and grammatical cases — such as French and German.
  • You want to have the possibility to show or hide words, sentences or even entire paragraphs, depending on certain conditions. For example, when you would agree upon a defined duration (instead of an undefined duration), you will probably want to adapt various sentences. This can be done automatically. 
  • You want to insert automatic calculations — e.g. a total amount including the interest rate; or automatically calculating the termination date when you know the start date and the duration. 
  • You want to dynamically change entire clauses depending on the outcome of a questionnaire. For example, your internal playbook may mandate to insert specific disclaimers or price increases depending on the type and quantity of products being sold. Similarly, your dispute resolution clause may need to change depending on the contract value and/or country of destination.

All such types of dynamic content are possible in clauses drafted with ClauseBuddy Pro and ClauseBase. This involves a certain learning curve, but the time you can save for frequently used clauses will be enormous. 

Clauses with dynamic content are shown with a purple or blue background (instead of the green background used for regular clauses that were prepared in ClauseBuddy).

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