Introduction

The sample document shown in the video can be downloaded from http://app.clausebuddy.com/sample-guide.docx

Legal Guides are a highly innovative way for legal professionals to deliver documents to end-users (such as a law firm's clients or an inhouse legal counsel's business users).

Legal Guides allow you to attach legal knowledge to pre-identified clauses, to interactively provide legal information to your end-users and simultaneously allow them to swap or extend existing clauses.

What problems do Legal Guides solve?

Legal Guides essentially solve the conundrum of how to store additional information (explanations, fallbacks, additional clauses, etc.) for a contract. In the past, there was no good way to solve this:

• Some legal professionals would include additional information and fallbacks within the template itself. The advantage is that the additional information is readily available, the huge disadvantage is that templates become bulky, hard to read (full of colours) and end-users will have to manually delete the additional information before sending the document to a counterparty.

• Other legal professionals would store the additional information in a separate document (another Word file, or perhaps a Wiki or internal website), often called a "playbook" or "drafting notes" or "contract handbook". The advantage is that end-users will then not have to delete the additional information before sending documents to other parties. The disadvantage is that in practice the separate documents are usually not opened, because it's annoying to deal with two documents at the same time — end-users have to find the separate document, find the relevant description/fallbacks for a certain clause by scrolling through the separate document, etc.

Main uses for Legal Guides

Legal Guides have many, many different applications, both inside and outside the legal area. Some examples:

• Creating so-called "playbooks" or "contract handbooks", i.e. internal rules (typically drafted by large companies with many entities) that describe how contractual terms should be dealt with. Playbooks typically provide guidance on which legal positions can(not) be taken, which fallbacks are available, etc.

• Low-barrier, interactive drafting assistance for clients or business users. In practice, there is an 80/20 distribution where most of the clauses of a contract should not (or must not) be touched, while a few "hot" parts are frequently negotiated. Drafting Guides are perfect for such situations, as they provide end-users with readily available, easy-to-use information while the document is opened.

• Creating internal manuals —often called "transaction manuals" — that offer detailed references to case law and legal doctrine with respect to certain paragraphs, to facilitate lawyers who have to negotiate complex deals.

• Completing document skeletons with easily available paragraphs. For example, a city may want to create a structure for the meeting notes of its city council, or a law firm may want to create an outline for a legal brief for a certain legal domain. For the most relevant parts of the structure/skeleton, Legal Guides can provide sample paragraphs/clauses that can be immediately inserted by the end-user.

• Low-tech document automation. While automating full documents has a lot of use cases, there are also scenarios where it's overkill or simply unavailable (e.g., because users must start from an existing Word document).

When to not use Legal Guides

Legal Guides rely on exact text matching (only ignoring capitalisation) and do not use any type of "fuzzy" matching or deep intelligence.

This means that when you are building a Legal Guide, you must know the exact text of the clause that you want to match — e.g. the words "Applicable law". Sure, you can include multiple potential matches (e.g., either "Confidentiality" or "Confidential information"), but all of them will be matched exactly, so when a clause title would refer to "Confidential data", there would be no match.

In practice, this means that Legal Guides can only be used for documents that you have under your control, e.g. your standard set of Terms & Conditions.

You most likely do not want to apply Legal Guides to counterparty documents, e.g. NDAs or Terms & Conditions received from a counterparty. Due to the exact matching there will be too many situations where ClauseBuddy will not find a match and thus ignore a clause; and if you would start to match on generic words (e.g., "confidentiality") you risk ending up with too many false positives. This is a cat-and-mouse game that you are simply bound to lose, so don't even attempt it. Tip: while they serve a somewhat different purpose, you may want to check out ClauseBuddy's reviewing rules.

Prerequisities: required rights

• To create a new repository or a new guide, you need to be an administrator.

• For editing items in a repository or a guide, users need to be granted the "Edit guides" right by their administrator. In addition, the repository's or guide's access-bundle must authorize the end-user to not only use, but also edit the repository/guide.