There is no firm rule for preparing your model contract, but the following suggestions optimise template insertion work:
A. CREATE CONSISTENCY OF TERMS AND TERMINOLOGY
1. The terminology chosen in your contract drafting conventions needs to be used consistently throughout the model contract. For tips on creating such conventions, click here.
2. Replace phrases such as “Seller and Purchaser” (or “Purchaser and Seller”) with “the Parties”. Use word combinations in the same order consistently: e.g. either consistently “Milestone or Work” OR “Work or Milestone”.
B. ESSENTIAL ELEMENTS AND ACTIONS
1. Remove all ‘hidden’ text formatting
Select the text of the Word document, press Ctrl-Space (i.e. remove all user-added formatting) and press Ctrl-Shift-F9 (i.e. remove all fields and hyperlinks).
The Weagree Wizard will automatically format headings of articles, sections and schedules. This follows from the choice of a clause type or level. Individual words or phrases that need to be printed in bold, italic, underlined, in all-caps or in small-caps should be reformatted (obviously, except for those article, section or schedule headings).
Explanation: many Word documents are ‘dirty’: texts are often formatted manually. A previous user selected all the text and changed the font, font size and other styling aspects. (This should be done by using a predefined Word-template containing the desired house style settings.)
2. Remove all footnotes
Remove all footnotes by searching and replacing all with nothing (CTRL+H and ^F).
3. Replace all party names
If the template uses Parties’ shortnames (e.g., Weagree) or functional party references (e.g., Seller, Purchaser, Licensor, Service Provider), replace these with the tag [gq.Party1] or [gq.Party2]. By inserting this tag, the party reference you desire to use is automatically and consistently added throughout the document, and can be changed from one central point.
So in a sales contract for example, search-replace all “The Sellers”, “the Sellers”, “The Seller”, “the Seller”, “Sellers”, “Seller” with [gq.Party1] (own party) or with [gq.Party2] (other party). The text of a license agreement will come to look like this:
Subject to the terms and conditions of this Agreement, [gq.Party1] hereby grants to [gq.Party2] and [gq.Party2] hereby accepts from [gq.Party1] a license under the Licensed Patents.
One or more sellers. To allow the option in the Questionnaire to refer to more than one Seller (plural, and such group of parties is not referred to by the company’s name), search-replace-all [gq.Party1] or [gq.Party2] with the tag [gq.Sellers] or [gq.Purchasers], as the case may be. This tag will refer the template to a global question named Sellers and Purchasers, respectively (where the underwater answer reflects the chosen form (e.g. Seller or Sellers).
4. Identity and name annexes
Identify which schedules or annexes the contract text refers to. For schedules and annexes that do not yet exist in the Weagree Wizard, give them a unique (short) identifying name as follows: [Annex.Unique annex or schedule name]. To format a text reference (e.g., resulting in “as listed in Annex 2”) apply the formatting to the entire annex-reference, so include the square brackets.
Products means the products identified in [Annex.Product list].
Example of incorrect formatting:
No cross-reference to the annex will appear in case of: [Annex.Product list].
5. Identify or tag cross references
If a contract clause refers to another clause in the same contract (or in a schedule that will be included as part of the generated contract), an automatic cross-reference can be inserted. The format of the tag to be inserted for the cross-reference is:[reference.Clause Name.SSS.nnnn]
The identifier “nnnn” ultimately needs to be replaced with the unique number that the Weagree Wizard assigns to the relevant clause upon creation in the template (the unique number found in the web-address bar above the relevant clause or building block), the identifier SSS are optional switches added to the cross-reference (influencing its presentation and content), and the identifier “Clause Name” would be the component name in the template’s navigation bar on the left hand side.
Without prejudice to Sections [reference.Limitation of liability.2367] and [reference.No indirect damages.2368],…
6. Insert definition triggers
To trigger the inclusion of a definition in the definitions article, identify in which contract clauses the defined term is most centrally used. If a definition must unconditionally appear in the definitions article make sure it is triggered in a contract clause that will unconditionally appear in the generated contract (e.g. not dependent on choice questions or global questions).
Tag. To trigger a definition, tag it with the prefix [definition. immediately followed by the ‘unique definition name’ (i.e. the defined term), and closed by a square bracket ] . If the word inserted by the tag is in the singular and a particular contract clause uses the plural, either choose another place to tag the defined term or add “s” immediately after the square bracket.
Purchaser warrants that each Product meets the [definition.Specifications].
7. Manually insert captions
If the Word documents already contains captions, no further action is required (those captions can be used as the name of the navigation bar on the left). In the absence of captions, we recommend inserting them, together with a tag: precede all contract clauses of Level 2 by, for example: [caption.General Limitations]
The captions help in naming the contract clauses in the template navigation bar on the left hand side. Also, they help in identifying and preparing the cross-references.
Do not format captions when inserting the clause texts into the Weagree Wizard.
8. Enumerated (non-Q&A-affected) clauses of the same level
In order to speed up the insertion of a set of short contract clauses and to improve the performance of the Weagree Wizard slightly, it is possible to bring enumerations into one single item separated by the tag [EOL]. In the generated contract all parts will appear as separate numbered paragraphs.
Important note: the [EOL] tag must not be used if a cross-reference is made to the second or any of the following paragraphs. The [EOL] tag must equally be avoided if the inclusion of one or more of the enumerated items depends on an answer in the Q&A.
9. Inserting edit-, date-, jurisdiction- and other tags
Consider consistently including tags in your Word document where input is required regarding:
a. mere text (or the option to modify default text): insert a tag “[edit.Identifier]” (where “Identifier” should be less than 50 characters and not contain alphanumerical characters: & % ‘ “ ^ [ or ]);
b. a date (e.g., effective date, closing date): insert a tag “[date.Date identifier]” (where “Date identifier” could be any identifier – see above);
c. any party details as inserted on the initial page: insert a tag “[WeagreeCRM.1.Relation.XXX]”, where:
“1” indicates the own party details and 2 would be those of the other party;
“XXX” should be the field name (the field names are: Name, Shortname, Entity type, Incorp country, Address line 1, Address line 2, Address line 3, Country, Registrationnumber, Other number, Signatory 1, Signatory 2);
d. a jurisdiction (e.g., the applicable law): insert a tag “[country.Jurisdiction identifier]” (same remark as above);
e. a hard space (i.e., a non-breaking space): insert a tag “[º]”;
f. a page break: insert a tag “[PageBreak]”;
g. a tab: insert a tag “[TAB]”.
C. NOT CRUCIAL BUT HELPFUL
1. Remove the extra paragraph breaks between the contract clauses. In the Weagree Wizard, the ‘whitespace’ between paragraphs is managed as a style property of the contract clauses.
2. If contract clauses contain text formatting (other than bold, underlined or italic words or phrases that are intentionally formatted), remove such formatting: select the entire paragraph or group of paragraphs and press Ctrl-spacebar.
3. Remove “comments” and colour-marked text.
There are two reasons for this: first, in contracts between two large companies, it may be more appropriate to refer to both parties by their abbreviated shortname, whilst in other more straightforward contracts you might prefer referring to the functional party reference (“Purchaser”). Second, if a contract clause is inserted as (or converted into) a global building block, the template in which it is used, should pick up the right functional reference (e.g., “Seller” instead of “Licensor”). The Weagree Wizard will pick up the way you refer to it from your personal settings.
The clause name is optional. Inserting a different reference or changing the name of component does not affect the cross-reference.