As a prior In-House counsel, it was imperative to always have a grip on my contract corpus. Part of that duty was managing contract volume and part of it was having accessible data on key terms. For In-House practitioners, contract review is but one of numerous proverbial hats that must be worn. Corporate Counsel must at all times be ready, willing and able to provide timely and pertinent legal advice and information to officers, directors and other organizational representatives. Staff attorneys must also anticipate litigation and put structures in place that eliminate or least limit liability.
Contract review, therefore, should be the least of the In-House practitioner’s worries and a process that is as painless as possible. Advanced artificial intelligence technologies utilizing machine learning and natural language processing are currently speaking to this need in the legal professional’s marketplace.
According to the results of the International Legal Technology Association’s (ILTA) 2019 year-end survey on Artificial Intelligence and Machine Learning: “The largest element in determining the ROI for AI tools is ‘Innovation,’ followed by KM, marketing, internal cost management, creating assets for the organization and R&D.”
From a practitioner’s perspective on innovation, it is critical for a technology remedy to know the actual contents of your documents on a robust level-specifically key legal clauses that determine rights and obligations. Many In-House attorneys can probably recite in their sleep the boilerplate language for such legal provisions as “Indemnification,” “Termination,” “Assignment” and “Change of Control.” As such, the option to immediately ascertain this information within seconds as opposed to minutes (or longer) saves professional time and effort. These resources can then be dedicated to higher value work.
Furthermore, if the system has not already been trained on data of a more bespoke nature, then the opportunity to quickly and easily train the tool the new information or concept should be readily available. A user should not need a computer science background to perform this function, whether they are teaching the system to reach text, tables, or something else. Company attorneys often times are dealing with ever evolving rules, regulations and other public policies affecting their industry and organizational client. Therefore, there should exist the means to teach a contract analytics tool based on the user’s particular domain expertise.
With an eye towards knowledge management, having a contract review tool that allows for easy digital uploading and scanning of legal documents is a must-have first step. This is particularly so when the need arises to search those files for keywords and phrases. You do not want contractual text to be missed and you want its optical character recognition (OCR) technology to be powerful enough to work with legacy contracts that may be a bit “dog-eared”, aesthetically speaking.
Furthermore, the ability of such a solution to mirror the exact folder structure you already have in place is absolutely necessary so that you are not wasting administrative time on the front end.
In terms of extracting legal language, a system designed to pull out relevant text should be nimble enough to accommodate nuances and variances within a particular clause. You certainly do not want a tool that purports to utilize data science but is essentially performing a glorified word search. These data extraction capabilities are vital to corporate practitioners when looking at historical documents in a contract vault or repository.
They are likewise valuable when examining incoming contracts from various stakeholders including vendors, customers, clients and partners. These types of agreements are often negotiated on a perennial basis. In-House counsel often performs a balancing act. They must preserve the best standard language in their agreements that have served them well previously, and then simultaneously determine what will better serve the organization in the future when it is time to renegotiate.
Ideally, contract management and analytics should always be quick, easy, intuitive and perhaps a bit fun too. Icing on the cake is when your provider is available 24/7 and welcomes client feedback in developing its roadmap.
To chat more about how AI can expedite contract review time anywhere from 30 to 90 percent, feel free to reach me at LCameron@dfinsolutions.com.