Guidelines for experts (a forgotten alternative for arbitration?)

An all too often underestimated means for settling disputes is the appointment of an expert (or binding advisor). Contract drafters do not see the clear advantages or even fail to recognise its effectiveness in various cases.
This blog highlights its use and gives some guidelines for drafting expert settlement clauses.

It is important to distinguish dispute settlement by arbitration from expert-determination proceedings. Arbitration is suitable when the parties have a true dispute, in terms of differing opinions on the interpretation of a contract, disputes as to whether one party can be held liable or if there is a deadlock in decision making. In the last case, a more sophisticated mechanism such as mediation or a dispute board would probably be even more desirable. Expert determination proceedings are relevant in relation to matters that require the establishment of facts. Accordingly, many argue that arbitration rather relates to legal issues whereas expert determination relates to a matter of fact. Of course, the parties may be in dispute on the establishment of a certain value, amount or quality level, and most disputes can be traced back to questions of how much should a party pay, but on the basis of the distinction legal vs. factual question, in practice it is very well possible to determine the appropriate procedure to the issue at hand.

The appropriateness of expert determination is often overlooked. Typical examples of matters that can be subjected to expert determination are:

  • the determination of the final purchase price (and purchase price related elements) under a share or business purchase agreement;
  • the question whether or not the delivered products or services meet the agreed product specifications;
  • the determination of the amount of damages;
  • the determination of a root cause of certain damages (e.g., whether a defect in a delivered product was caused by a hidden defect in the product itself or by external circumstances);
  • the valuation of important assets or of a business or legal entity in the event of an exit procedure (e.g., if a party terminated a joint venture or if a partnership share needs to be bought out);
  • if it is undesirable that a party gets access to confidential information of the other party (e.g., determinative sales or turnover figures in connection with a royalty audit).

The questions for the expert must be rather straightforward and should not involve assessments that may trigger elaborate discussions between the parties or otherwise a judgement as to what is ‘reasonable’ or ‘appropriate’ under the circumstances. This does not mean, of course, that an expert should not be reasonable or should disregard all circumstances. It also does not mean that an expert’s opinion may not contain any speculative elements. Furthermore, a careful expert will likely give each party an opportunity to explain the case (and respond to the explanations of the other party) before reaching a final determination.

What is important in the case of expert determination clauses is that:

  • the expert’s involvement is based on clear (objective) triggering criteria;
  • the expert’s independence from both parties is properly secured, although the expert who is engaged for an audit of the other party’s books and records would only need to be “reasonably acceptable”;
  • the expert’s appointment should take place expeditiously, implying that the contract should provide for clear deadlines to object or agree on a proposed appointment and, failing consensus, for (the chairman or president of) a named authoritative expert institute that will make the appointment in case of disagreement; and
  • high level expert determination principles, the failure of which may likely give rise to disputes between the parties, are clarified beforehand (and ideally in the contract itself).
  • the expert should have adequate access rights to the information needed for its determination, subject to such information being kept confidential (including, in some instances, vis-à-vis the other party). Such information or access should be given promptly.
  • It may be desirable to provide for an allocation of the costs of the expert, depending on the outcome of the expert’s determination. In case of a royalty audit, it would be appropriate to allow for a threshold for any excusable misstatements or relief.

In case of an audit right, it would be appropriate to limit the frequency of subsequent audits if a preceding audit did not reveal any significant irregularities. It is common to provide that such audit should take place during normal business hours and, depending on the nature of an audit and the matters to be audited, to require reasonable prior notice.

This is not in English

It is not used very often, but every once in a while you might encounter it: a boilerplate on the contract’s language. Such miscellaneous provision should foresee what might likely happen…

…if the contract is translated into another language (e.g., because the local law requires that contracts are drawn up in an officially recognised language in order for the contract to be valid and enforceable). It is important to recognise this and to determine which version will prevail in case of inconsistencies or contradictions between the two. The following provision on the prevailing version in case of a translation of the contract:

Language. This Agreement has been drawn up in the English language. In case of discrepancies between the English text version of this Agreement and any translation, the English version shall prevail.

The first sentence may sound superfluous, but realise: a translator should not translate the word English into (the characters saying) “Chinese”. In that case, the reader of the Chinese version must be alert that another text version might be slightly different. Rather, supposedly, a translator will translate English into its translated equivalent and the meaning stays the same (ceci n’est pas en français).

Techniques to keep it short

As I indicated in a previous blog (click here), one of the general principles of contract drafting is to use plain English. This implies that you should keep sentences short.
In the language review of my forthcoming corporate booklet, Ronald Farrants advised me that several UK firms adopted a best practice rule that sentences should not exceed 17 words and that no word should have more than five syllables. This may seem excessively prescriptive but it imposes an excellent discipline.

In this blog, I will touch upon a few other techniques to keep sentences short.

Everyone knows that short sentences are much easier to read than longer ones. Contracts are amongst the worst readable texts one can imagine. Apart from the abstract language, the typical reason for this is the use of lengthy sentences. Therefore, be concise and to the point, and address only those matters that must be elaborated on to avoid surprises or confusion or that have relevance in litigated disputes.

A true dragon is the following one-sentence-provision (just for the idea – do not read it):

Exclusivity.  The Seller covenants and agrees that for a period of ninety (90) days after the date first written above (the “Effective Date”) or such shorter period as set forth below (as the case may be, the “Exclusivity Period”), none of the Seller, its affiliates or subsidiaries will, and they will cause their respective shareholders, directors, officers, managers, employees, agents, advisors or representatives not to, directly or indirectly, solicit offers for, encourage, negotiate, discuss, or enter into any agreement, understanding or commitment regarding, a possible direct or indirect sale, merger, combination, consolidation, joint venture, partnership, recapitalization, restructuring, refinancing or other disposition of all or any material part of the Company or its subsidiaries, any of the Company’s or its subsidiaries’ assets or issued or unissued capital stock or any of the Company’s or its subsidiaries’ business or contracts (a “Company Sale”) with any party other than Purchaser or provide any information to any party other than Purchaser regarding the Company in that connection; provided that, (i) for the time period commencing on the Effective Date and ending at 11:59 p.m. Central European Time on 26 May 2009 (the “Bid Confirmation Date”), the Parties shall work together in good faith and use commercially reasonable efforts to facilitate due diligence by Purchaser and their advisors to confirm, based on the information made available to Purchaser or their advisors prior to the Bid Confirmation Date, the intent of Purchaser to implement the Transaction pursuant to the terms of this Heads of Agreement and if Purchaser does not deliver notice to Seller of such intent by 11:59 p.m. Central European Time on (or otherwise prior to) the Bid Confirmation Date (such notice, a “Bid Confirmation”), then Seller shall have the right to terminate the Exclusivity Period effective as of (but not prior to) the Bid Confirmation Date by providing written notice to Purchaser by no later than 5 p.m. Central European Time on (but not prior to) the day following the Bid Confirmation Date; and (ii) if Purchaser delivers the Bid Confirmation or if such termination notice set forth in the preceding clause (i) is not given, the Seller shall have the right to terminate the Exclusivity Period effective as of (but not prior to) 11:59 p.m. Central European Time on the sixtieth (60th) day following the Effective Date by delivering written notice of such termination to Purchaser by no later than 5 p.m. Central European Time on (but not prior to) the sixty-first (61st) day following the Effective Date.

Techniques to simplify such sentences are to think first: does it really increase ‘certainty’ if you draft the long lists of persons, actions or matters?! The above sentence can be shortened easily by a better use of defined terms and definitions, by separating out the condition (i.e., the second half), and in particular by reducing:

  • the exhaustive (?) list of related persons (i.e., “their respective shareholders, directors, officers, managers, employees, agents, advisors or representatives“);
  • their prohibited actions (i.e., “not to, directly or indirectly, solicit offers for, encourage, negotiate, discuss, or enter into any agreement, understanding or commitment“); and
  • the possible transaction structures (i.e., “a possible direct or indirect sale, merger, combination, consolidation, joint venture, partnership, recapitalization, restructuring, refinancing or other disposition of all or any material part of the Company or its subsidiaries or any of the Company’s or its subsidiaries’ assets or issued or unissued capital stock“).

Capture the concept. You may realise that quasi-exhaustive lists can typically be reduced into concise wording addressing the relevant concept rather than listing its manifestations. If you attempt to capture the concept in the right words, you would be able to delete many of its manifestations or variants.

Make things concrete. Furthermore, wordiness (and potential ambiguity) can be taken out if abstract references are made concrete. A reference to time (e.g., “5 p.m. Central European Time on (but not prior to) the sixty-first (61st) day following the Effective Date“) can replaced by the actual date and time.

Indentation. A technique to increase legibility is to separate out the exceptions, qualifications or conditions. Often, the visual subdivision in separate (indented) subparagraphs increases readability. Sentences should be short-cut if they pile up clauses that could well stand on their own or if exceptions, qualifications or conditions can be separated and moved to a separate sentence. Alternatively, you could subdivide the exceptions, qualifications or conditions in separate (indented) subparagraphs:

Seller shall indemnify Purchaser against all costs and damages to the extent caused by the following facts or events preceding the Closing Date:

(a)     any contamination on the Manufacturing Site related to discontinued activities as of Signing Date, provided that (1) Purchaser gives Seller full control in handling such contamination and related damages, and (2) promptly notifies Seller of all communications with Governmental Authorities and interested persons;

(b)     the environmental remediation of the Manufacturing Site related to current activities, provided that:

  1. the remediation shall be initiated within 12 months from the Closing Date;
  2. Target and Purchaser shall have obtained written approval of Seller for remediation actions undertaken (which consent shall not unreasonably be withheld or delayed) and shall have kept Seller fully informed of all communications with Governmental Authorities and other interested persons; and
  3. the remediation shall be for the contaminations identified on Schedule 3 only and shall be substantially in accordance with a remediation plan agreed between the Parties and approved by the Governmental Authorities,
    up to a maximum of EUR 1 million.

Please note that by the level of indentation, the limitation to one million euro applies either to both sections (a) and (b), or to section (b) only.

Weagree Wizard – release of version 5.0 – and other great news

Multi-document creation and collaborative contract creation

Those who dare to innovate discover blue oceans*!

We are proud to have released upgrade version 5.0 of the Weagree Wizard. During these weeks, it will become available to all our customers. In 2015, Weagree took worldwide ‘product leadership’ in automated contract creation solutions – we are now developing it into exciting directions and it is only promising!

The upgrade of the Weagree automated contract creation application (“Weagree Wizard”) once again introduces great functionalities, a major one developed together with Endemol Shine and one with BASF. Take a minute to see how this upgrade may reshape contracting processes.

A. New functionality.

1. Multi-document creation:

a functionality permitting to link several templates together, avoiding having to answer Q&A questions twice. This powerful functionality reveals unexpected opportunities:

Example 1: first create a term sheet, then the definitive agreement based on the term sheet. The answers already entered for the term sheet are reused and can be updated (in the Q&A of the definitive agreement, they are clearly marked as reused).
Example 2 (‘click your closing together’): in connection with an SPA (share purchase agreement), you can create all closing documents of the transaction in one single go: powers of attorney, shareholder resolutions, deeds of pledge and all related (intra-company) agreements. For each acquired legal entity, closing documents can be grouped into subprojects, and relevant Q&A questions simply clicked together. Generate the documents in just a few mouse clicks (if the closing is postponed by a few days: recreate updated closing documents by reanswering only the Q&A question regarding the effective date).
Example 3: all contracts with the same customer or supplier are kept together: when, at any time in the future, an extra contract (or amendment) is required, you can add it with just a few mouse clicks (and the relevant contract data are linked and reused almost automatically). Think of a master agreement with statements of work.
Example 4: create a contract in one language and switch, reusing (virtually) all Q&A answers, to a contract in another language. Or: create two identical contracts in different languages without unnecessarily repeating questions.
Example 5: alongside creating a contract, tailor a contract approval form automatically, or an executive summary of the contract’s terms.

Altogether, setting up and tailoring a transaction is highly intuitive. Linking the relevant template Q&A’s is largely automated. Both a user and an administrator can do that.

2. Collaborative contract creation:

users can now collaborate on the creation of a contract (or set of related agreements). After creating a project, users can invite colleagues to join the transaction and to link up their already created templates.

Obviously, the functionality includes the possibility to see who has answered which question, in which template and when. Every user will only see those transaction or project-related templates in the project which that user is authorised to create (corporate lawyers the corporate agreements only, technical people the templates for statements of work, and the project leader everything).

We believe that the functionality under 1 and 2 above will reshape the practice of contracting, making contract creation much more ‘social’ (i.e. co-creation by several disciplines involved, as well as the counterparty, who collaborate in the completion of a transaction).

3. External connectivity: the Weagree Wizard is equipped with a very flexible and highly user-friendly functionality to synchronise with external applications: contract management solutions, document management systems, contract lifecycle solutions, workflows, including Sharepoint, Salesforce, SAP et cetera. Linking Weagree templates to external applications has become more intuitive: hardly any training is required.

4. Sharing Weagree templates: we have upgraded our import and export functionality. It is possible to export Weagree templates (including the Q&A) and import them into the portals of others. As a result, we are able to share a complete SPA (share purchase agreement) with our corporate customers – see below.

The import functionality also means a significant reduction of implementation time. In particular, as regards larger templates timesaving may even exceed 35 percent. Given that we are able to insert some 500 model contracts in less than seven weeks, Weagree’s competitive advantage on this ‘hidden’ implementation effort is tremendous. We will continue to improve this functionality.

5. Upgraded hosting: due to the considerable growth of our customer base, we experienced reduced performance. Accordingly, we upgraded the server capacity. Of course, the security of our hosting services is still of the same high quality.

6. Various small features.

  • Updated templates and finished contract entries. When a template is changed after the Q&A was answered, on your my contract page both the contract’s entry date and description turn magenta instead of black (and upon hovering over it, a tooltip will explain the possible inaccuracy of the created contract).
  • More interface languages available. We translated the English Weagree Wizard interface into French, German, Dutch and Suomi (Finnish). Let us know if you wish to upload it into your portal.
  • Simplified UX. The interaction design for approvers has been simplified: the workflow page ‘remembers’ the most recent filter settings and returns to it upon return. Part of this improvement of the user experience (UX) is that we replaced all buttons, both permitting a multilingual interface and anticipating the forthcoming ‘responsive’ interaction design.
  • User accessibility of templates. It has become possible to make one template available to more than one user group.
  • Forcing Q&A answers improved. A year ago, we introduced the possibility to force users to answer a particular Q&A question. The way it worked was rather prohibitive because the user could not continue the Q&A until the answer was indeed given. We made this friendlier: a user cannot generate the contract until the question is answered and is properly notified of such impossibility.
  • Filtering answer options. It made it possible to filter Q&A answer options, based on user authorisation level. This was already possible for regular Q&A questions, it is now also possible for global questions (the questions that affect the template in several places).
  • No generate both Word and PDF. We removed the green button for generating both a PDF and a Word-document, uncluttering the screen.
  • Copy contract. On the my contracts page, you can copy and reuse the Q&A answers of a previously created contract (and reuse the Q&A answers for creating a similar contract).
  • Party details not inserted. If certain party details were not entered by the user (or imported from a connected external CRM or other application), the contract can mark the unfilled contract text with a big blob or any other character.
  • Tailoring contract description. In case the intermediate ‘contract properties’ page is ‘bypassed’, users are prompted to enter a contract description as the first Q&A question. It makes the descriptions on the my contracts page more descriptive.
  • Out-standing navigation tabs. The top-navigation tab (either ‘new contract’, ‘my contract’ or ‘workflow’) from which the user entered the questionnaire stays up, indicating where the user started.
  • Reassign a contract entry. It will be possible to hand over contract entries created by one user to another user.

If you wish to join one of our webinars during which we demonstrate and discuss the possibilities of the new features for you or of the further implementation of the Weagree Wizard generally, please let us know.

B. Weagree – ASML: a highly successful fit

We recently evaluated the adoption of the Weagree Wizard within ASML, our launching customer. “How many contracts did we create in 2015?” Well, that appears to be very impressive: not just a few hundred first-draft contracts per year, but they are using a very substantial part of the full contract know-how base of about 60 templates (including ASML’s enterprise-wide automated NDA tool).

Since their start with Weagree more than six years ago, we obviously knew of the improvements in productivity, response time, quality of contracts and contracting process, the increased compliance with contracting requirements and pleasure of working, but still, the actual numbers simply impress. Curious fact: ASML’s share value on Euronext and Nasdaq increased almost 500 percent since they started with Weagree.

C. An SPA-template for our corporate customers

With great thanks to our customers Eneco and JanssenBroekhuysen (click here), we have been developing a full-fledged (purchaser-friendly) share purchase agreement. The SPA will be available to our corporate customers, and although useful in acquisitions of any size, the template may be particularly supportive for ongoing (portfolio) investments in start-ups. It provides for all regular clauses, in all varieties of transaction structures.

D. Weagree core-customer meeting

We have always been in close contact with every customer, evaluating our performance and the Weagree Wizard continuously. Obviously, this is the only way to innovate effectively and maintain the high level of user-friendliness of the Weagree Wizard.

Now that we are welcoming large new customers almost every week, at the request of AkzoNobel, we planned a meeting with the close circle of our long-standing and larger customers. With this somewhat exclusive group of Weagree ambassadors, we want to further improve our services, to share experiences and to define the roadmap of the Weagree Wizard.

E. Weagree reseller programme

We’re benefiting tremendously from our efforts, last summer, to formalise and standardise all internal support processes and procedures. Because legal IT providers and publishers have been approaching Weagree to become a reseller, we are now able to train them efficiently and effectively and to provide second-line support. In view of this, we are setting up a complete reseller programme enabling us to scale up quickly in other jurisdictions.

* A ‘blue ocean’ is the metaphor used in a bestseller by INSEAD professors Kim and Mauborgne on strategies for groundbreaking innovation. It refers to an innovation approach into the great wide open: the blue ocean reflects an unexplored space of opportunities, as opposed to a blood-red ocean where competitors, like sharks, fight for ever decreasing profit margins.

Weagree achieved this thanks to lucky timing: because Weagree was established after 2003 (when Microsoft opened up their document format into .docx) the Weagree Wizard was not forced into Word-integration (but enabled contract know-how management based on a database) and accordingly, the contract automation is visualised (Apple-like) as opposed to a (DOS-like) complicated, time-consuming programming language. Also, Weagree has always been truly web-based, so we never had to make the transition from a PC-installed application, as almost every software solution from before 2006 had to accomplish.

Weagree’s contract drafting ecosystem – wishlist

Welcome and what don’t we have?! We have just moved into our new offices, the Weagree contract drafting ecosystem. If you would like to drop by, you’re very welcome at the former Stork manufacturing site: Gedempt Hamerkanaal 149, 1021 KP Amsterdam (click here).

We still need a few practical things for our offices. So if you’d like to help us out, we are looking for refurbished industrial style or recycled design, or (if new) in our colour magenta. Our wishlist includes:

  • Desk lighting
  • 8 to 10 desks (wood, height adjustable) approx. 100×200 cm
  • 4 to 6 meeting room tables (wood) approx. 80×180 cm
  • Ceiling lights (large, industrial)
  • Large plants in large, prossibly wooden ‘pots’ (bamboo plants or the like)
  • Lunch or dinner plates
  • Coffee machine (espresso)
  • Blender (easy to clean after use)
  • Umbrella stand

Release 4.3 – Extra functionality, less complexity and more flexibility

User-friendliness: less complexity and more flexibility

Last Friday, Weagree released our spring 2015 contract creation software update containing numerous new features. These features, rather than making the administrator tool more complex, bring about more flexibility and less complexity in the template building process.

Being – as ever – focused on user-friendliness, we are proud to present the following new functionality:

1.     Significant improvements of the Q&A-functionality:

a)     Answer-visibility. The visibility of individual Q&A answer options can be set with reference to a minimum user authorisation level. The result is that certain answers to Q&A questions will be unavailable to users of a lower level, whilst higher level users may still opt for them. Apart from the obvious filtering effect, it will make it possible for a legal department to delegate contract creation to the business.
b)    Tick boxes. These are selectable Q&A boxes, allowing to tick one or more options (or none at all). Since Weagree’s prototyping we had no specific need to introduce tick boxes: single tick box (‘clause inclusion’) had been there since the beginning; listed tick-boxes could easily be dealt with differently. Their availability adds to the flexibility.As part of this functionality, we also provided for a solution to determine how ticked elements should be separated (e.g. commas or semi-colons), and to automatically place a penultimate separator (“; or ” or “, and “) in the correct (penultimate) place.
c)     Dropdowns. Apart from country lists, we never had a specific need for dropdown-questions. The availability of this type of Q&A-question will improve the perception of the users: they use considerably less screen-space than radio buttons (which have the same function), but they may also reduce a user’s inclination to change the default selection.
d)    Lookup lists. An unexpectedly powerful solution comes with the introduction of lookup lists. Whilst the user is presented with a list of simple Q&A-answer options, the selected answer can put several related answers in the correct place.

Example 1, if the sales manager selects one product from a list of products, the fields addressing product ID, packaging form (bottles or cans, trays or pallets), unit price, volume discounts will be inserted automatically.
Example 2, if the HR manager identifies a function title (e.g. director, team manager, co-worker shared service center or secretary), the applicable question addressing the correct range of salary scales can be triggered: for the director 10-12, and for the co-worker and secretary the salary scales proposed during the Q&A will be limited to other ranges.

e)     ‘If unanswered‘. It is at times difficult to answer a Q&A question during contract creation. Particularly with dates, the signing date is unknown. Thus far, it was impossible to replace the date with a non-date text element (such as a thick blob (much thicker than here). Drawing an unanswered question to the user’s attention by marking it is now possible.

The implementation of these changes has been done in such a way that an administrator will intuitively pick the most suitable option.

2.     Improved workflow:

a)     Subtab my colleagues: it will be possible to pick up your colleagues’ work when they are away or have left the firm. This functionality requires being switched on (per user).
b)    Re-routeability of a contract entry (divertability / rearrange). We expanded the workflow capabilities by allowing an approver to create a contract and to push it back to a ‘submitter’. This functionality enables a shared services center to answer part of the Q&A-answers, to reroute the contract entry to an HR manager and to receive back the (answered and) submitted Q&A for finalisation and approval.

3.     Insert pictures. We made it possible to insert pictures in the contract text (e.g. a picture of the general terms and conditions), as well as on the cover page, headers and footers. Obviously, this leaves your current tailoring of the contract house style unaffected; it gives greater flexibility in positioning a logo.

4.     Inline numbering. Sometimes, a clause lists a number of items, within the paragraph separated by “(a)”, “(b)”, “(c)” etc. To facilitate that such items are inserted or deleted as a result of the Q&A (or if you want to have your contracts ‘the royal way’), they can now be numbered automatically. If an item is removed, the others renumber automatically.

5.     Various optimisations for users in:

a)     the underwater screen;
b)    the knowhow-management functionality and the clause library;
c)     although (slow) ‘speed’ is by no means an issue in the Weagree Wizard: performance improvements if several users generate a contract at exactly the same time.

6.     Various optimisations for administrators:

a)     in the template creation tool, upon opening a template, an automatic check whether all settings are set (and if not, the administrator is automatically prompted to fix it);
b)    a filter on accessibility of templates (i.e. administrators will only be able to modify templates from groups of which they are a member);
c)     optimised design and arrangement of icons (colouring and positioning of buttons are slightly more intuitive);
d)    several technical improvements allow a multitude of administrators to insert templates (or to work together on one single template) at the same time;
e)     inserting and handling tables.

7.     …and yes, a few bug fixes.

 

WHAT’S NEXT?

  • Connectivity with external applications (e.g. Effacts, SAP, Salesforce, Ariba, Oracle, public companies registries, and ‘easy ones’ such as Sharepoint and WorkSite). We will start with the most challenging one, because it is complex and not web-based: SAP. Our solution will obviously be highly user-friendly and will enable multiple-source and multiple-target connectivity. Our software development company is a certified SAP-partner. They will set up an SAP-demo portal connected with the Weagree Wizard.
  • Multilingual interface. All text labels anywhere in the Weagree Wizard will become customisable and translatable (e.g. in Dutch, French, Chinese), as is already possible with the Q&A and contract text.
  • Maximising flexibility in the user interaction design!
  • Focus on knowledge management. As you know, the success of contract assembly depends on the quality and number of model contracts. We will create solutions by which our experience in this field will become better accessible, and which empowers you to work on your model contracts.
  • Last but not least, we have tripled the workforce for realising these projects. This increased programming capacity also improves the response time of our technical support.

Vacancy – New Team Member

[Update 5 February 2015: VACANCY FULFILLED]

Disruptive and inspiring innovator
Weagree is changing an industry. With a focus on user-friendliness, our ‘Weagree Wizard’ relieves legal professionals of routine contract drafting work, helps companies control risk and improves their efficiency. Weagree’s contract assembly wizard creates contracts of the highest standard.
We enjoy being recognised as an expert on best practices of contract drafting, and like to inspire our customers by improving their quality of contracting. Weagree’s natural target customers are multinationals, large SMEs with cross-border activities, and law firms. We allow them to accelerate contract drafting.

The promise
Our Weagree Wizard has great potential. We started in 2008, launched in 2009 and have arrived on the threshold of expansion. We have a number of truly impressive customers. We established a global LinkedIn community Drafting contracts (16,000+ members). As a leading legal innovator, we are creating several innovations. We are about to take the next step. In 2015, our contract assembly wizard will both enter the mainstream market in the Netherlands, and venture into the global legal community.

Our co-workers…

…are ambitious, communicative team players with an independent, creative mind.

  • You’re computer-wise (preferring keyboard shortcuts over mousing).
  • Your English is excellent.
  • You’re graduated (or close to a master graduation), preferably in law. Your grades are high.
  • You’re authentically interested and eager to learn.

Looking for
You’re available to start ‘tomorrow’. During the first months, you will have a 4-5 days working week. We might consider taking two persons on board (on a 3-4 days basis). You have a customer oriented mind-set. Initially, the work consists of inserting model contract templates into the Weagree Wizard for two of the Netherlands’ most respected multinationals, and (co)creating the related contract questionnaires. You will conduct preparatory research and analysis on model contracts. You are prepared to work in a very dynamic, daily changing working environment.

Proposing
Initially, you will receive a few weeks of training during which you will become familiar with contracts and how to insert and modify contract templates in the Weagree Wizard. In your work, you can familiarise yourself with international commercial legal practice. You will learn how top quality contracts are drafted. The vacancy is an excellent first career step. Your location will be at our offices in Amsterdam.

We kindly invite you to send your motivation letter, CV and study results to: imke@weagree.com. For more information contact Imke Burghouts ( +31 6 45 18 5777 ).

Internship for excellent law student

THE FOLLOWING VACANCY IS CLOSED (June 2014):

UPDATE: The vacancy is filled successfully. Persons interested to work for Weagree can still apply to join our enthusiastic, passionate team.

The student will work on the finalisation of our book, training and examination materials on cross-border contracting, which materials will be used in training workshops and courses for the 50 LDC’s (the least developed countries worldwide).

The work includes a review of various specific legal topics (a quick scan of paragraphs related to cross-border payments, documentary credit, Vienna Convention CISG, and intellectual property law, as well as an actualisation of the paragraph on antitrust/competition law). You must have a good understanding of competition law (i.e. focus is on ordinary course contracting where dominant market position in manufacturing, resale, R&D research etc. might be questioned) demonstrated by either having passed your exam successfully or by being in the midst of such courses.

You will undertake this review in collaboration with and under supervision of Willem Wiggers.

The internship may include other work for Weagree, related to contract drafting and document automation. The review work will presumably take an overseeably limited period of time. The work must be done at our offices in Amsterdam.

For more information, contact Willem Wiggers (+31 6 461 555 08, ww@weagree.com).

Vacancies * Smart Law Students *

SMART LAW STUDENTS
vacancy

We are hiring smart law school students, who will be available regularly during the forthcoming year or two. Ideally, you are a third year law student. Potentially, your future employer is amongst our customers.

Our students…
…are ambitious, communicative team players with an independent, creative mind.

  • You’re computer-wise (preferring keyboard shortcuts over mousing).
  • Your English is excellent.
  • You have succesfully written (university) bachelor exams on private (contract) law.
  • You’re authentically interested and eager to learn.

Disruptive and inspiring innovator
Weagree is changing an industry. With a focus on user-friendliness, our ‘Weagree Wizard’ relieves legal professionals of routine contract drafting work, helps companies control risk and improves their efficiency. Weagree’s contract assembly wizard creates contracts of the highest standard.

We enjoy being recognised as an expert on best practices of contract drafting, and like to inspire our customers by improving their quality of contracting. Weagree’s natural target customers are multinationals, large SMEs with cross-border activities, and law firms. We help them accelerate contract drafting. They are enthusiastic about our services.

Looking for
We like to work with ambitious students to support our customers. The work consists of inserting contract templates and related contract template questionnaires into the Weagree Wizard. You will conduct preparatory research and analysis work on model contracts.

Proposing
Initially, you will receive a few weeks of training during which you will become familiar with contracts and how to insert and modify contract templates in the Weagree Wizard. In your work, you can familiarise yourself with international commercial legal practice. You will see how top quality contracts are drafted. We will call upon you from time to time, as and when needed to meet our customers’ demand. Your work location will be at our offices in Amsterdam.

We kindly invite you to send your motivation letter and CV to: ww@weagree.com

Weagree Wizard: upgrade of the administrator tooling

Yesterday, we released a new software upgrade of the contract assembly wizard: version 3.5.0!

Especially for administrators, the new upgrade of the Weagree Wizard means a considerable upgrade.

Inserting templates will become more user-friendly. And we already know what “user-friendliness” means:

  • Simple and attractive. Highly intuitive interaction design, no abundance of explanatory notes. (You’re likely to see them only the first times, before they become distractive ‘noise’.) An attractive interface serves the considerable change-management challenges.
  • Giving a strong sense of being ‘in control: well-designed navigation, an underwaterscreen in which the contract appears real time.
  • Only seeing what is relevant.
  • Maximum flexibility.

For this upgrade, improved user-friendliness brings:

I.     On the New contracts page, templates can be accompanied by an explanatory note in the well-known info-icon.

II.     Three improvements of the Clause library:

  1. more flexibility to attach (explanatory) files to clauses.
  2. management of clauses has become easier.
  3. we included search functionality for the administrator.

III.     We replaced the entire ‘template creation tool’ (see the screenshot below):

  1. over 250 icons were replaced by new icons. Their design appeals more logically and intuitively to the functionality they trigger.
  2. copying text through the Microsoft notepad is unnecessary: all invisible, Word-originating clutter is filtered out automatically.
  3. icon text flags are more instructive.
  4. performance issues with super large templates have been solved.
  5. inserting cross-references has been optimised.
  6. building blocks (contract articles) can be converted into contract clauses (sections) and vice versa.
  7. clause names may now contain diacritic characters (such as: ‘, ” , & etc.) and be in Russian, Arabic and Chinese (etc.) characters.
  8. modifying tables is more flexible.
  9. the template navigation bar scrolls, focuses, and is redesigned.
  10. the Wizard-internal clipboard (for copy-paste) has been optimised.
  11. several administrator actions have been  simplified and automated.
  12. several ‘erroneous’ actions commonly made by less-experienced administrators are alerted automatically.

IV.     The order in which Schedules or Annexes appear in the contract can be modified.

V.      Text can be set in ALL-CAPS or Small-Caps (whilst inserted in underscores).

VI.     The screen that appears during contract generation is restyled and more dynamic. It gives the user a more convenient experience.

Here is a screenshot of the administrator’s ‘template creation tool’, where the model contract is inserted and the Q&A is added:

We have prepared the Weagree Wizard for our next roadmap steps. The current improvements make the Weagree Wizard a highly modularised, flexible application.

In the meantime, I wish you a merry Christmas and a happy New Year.