WO2020050812A2 - Legal contract analyzer, position documentation, and editor system - Google Patents

Description

Legal Contract Analyzer, Position Documentation, and Editor System

BACKGROUND OF THE INVENTION Cross-Reference to Related Applications

[0001] This application docs not claim propriety to any other provisional, non-provisional , or foreign applications. This application is a first filing by the inventor.

Statement Regarding Federally Sponsored Research or Development

[0002] This application is not related to any federal ly sponsored research and development, and as of the time of filing, there are no rights to the invention subject to claim by anyone other than the inventor.

Background of the Invention

[0003] Analyzing a legal contract can be a difficult and time-consuming task prone to errors and mistakes if the task is not carefully undertaken. Client policy for every issue may not be clear. Multiple clients can mean multiple positions that can easily get confused if a drafter is not careful. Preferred positions for issues may be complex and conditional. Some entities require drafters to incorporate specific language or ensure certain clauses are addressed depending on the type of agreement .

[0004] Drafters or reviewers may see the same general agreement many times before a definitive version is accepted by all parties. With multiple drafters or reviewers on each side of an agreement, version control can be difficult it is not uncommon for a change made by drafter to be overlooked, omitted, or reedited in a later version, and if not marked properly, the alteration in terms may not be what both parties intended leading to enforceability issues. [0005] Large organizations may have multiple types of agreements. Professional service providers may have multiple clients and/or multiple types of agreements. Diverse types of agreements, the issues to be addressed in each, and the preferred positions of the parties can be difficult to maintain and convey to all document drafters / reviewers in an organization.

[0006] An organization usually has business reasons for adopting certain positions, and desires tor those positions to he standardized across all transactions. What is needed is a reliable way to convey the desired information to the people creating / editing / reviewing the legal documents and ensure issues are bandied in a manner which meets the desired goals of the Iransaction(s).

BRIEF DESCRIPTION OF THE DRAWINGS

[0007] FIG, 1 illustrates a company with multiple reviewers in multiple locations, negotiating multiple transactions managed by a single manager in accordance with an exemplary

embodiment of the innovation.

[0008] FIG 2. shows a flowchart for program operation in accordance with an exemplary embodiment of the innovation.

[0009] FIG 3. shows a .flowchart for creating a playback tor a document type in accordance with an exemplary embodiment of the innovation.

[0010j FIG 4. shows a flowchart for editing an existing playbook in accordance with an exemplary embodiment of the innovation. [0011] FIG 5, shows a flowchart tor intaking and preparing a document for analysis in accordance with an exemplary embodiment of the innovation.

[0012] FIG 6. shows the associations between elements for editing a document in accordance with an exemplary embodiment of the innovation.

DETAILED DESCRIPTION OF THE PREFERRED EMBODIMENTS

[0013] Described herein is a method of reviewing and editing legal documents and a system that organizes multiple reviewers to ensure all transactions align with an entity’s direction or goal. Utilizing this innovation will save time, money and reduce risk for a legal department or legal firm. The innovation accelerates document review by optimizing reviewer’s activities and comparing document turns in the review cycle with precision.

[0014] The system allows knowledge applicable to a particular legal documents type, including institutional knowledge from multiple sources, to be retained, recalled, and applied to later transactions of the same type. The system captures a plurality of issues to be addressed and the desired positions for each, as well as alternative proposals and negotiating tactics to be applied to each iteration of the legal document, or document type, to ensure continuity.

[0015] An organization wants to ensure its multiple activities are complementary of each other and supportive of a central direction. As an example, substantially similar delivery terms on all product invoices leads to logistic simplification and possibly could allow shipment

consolidations leading to reduced shipping rates. [0016] An organization may have multiple physical locations, multiple individuals, or multiple timeframes / instances that must be al igned. This system accomplishes that task by use of a playbook for a particular document type.

[0017] A reviewer must begin by creating a new document or reading an offered document to ensure they understand the overall transaction, the details and components of the transaction and the terms and conditions for performance. Next the reviewer must identify all issues necessary to ensure complete definition of the transaction’s performance by all parties; specify terms and conditions tor performance, alternative actions, enforcement, and/or, remediations, etc.; and define damages for simple non-compliance, or full breach.

[9018] Identifying the many informational components often requires the reviewer to consult with the internal pasties represented, other reviewers involved with similar transactions, and management to ensure nothing is omitted and‘lessons learned' from previous transactions arc not lost/forg often. This is informally known as the application of institutional knowledge, and it is commonly recognized as being incompletely captured due to employee turnover, inaccurate memories, and lack of a common understanding and/or imperfect interactions among mul tiple parties.

[0019] fbe reviewer must then identify and understand the preferred positions to be the negation goals for the organization represented by the reviewer. In the ease of an offered document being re-reviewed after revisions from the opposing side, the reviewer must identify the changes that have been made. These changes may be marked by the opposing side in a redline form, but often should be verified against previous versions to ensure additional changes have not occurred. [0087] Once the current positions are understood, the reviewer can then begin to determine which are acceptable and which should be opposed or countered. This stage again may require consultation with others involved with similar transactions or supervisors to leverage‘lessons learned’ from previous transactions, potentially saving document turns and wasted time countering with positions which are likely to be rejected.

[0021] The entire process involves consulting multiple parties, who may or may not he available, juggling multiple documents and multiple versions of current documents, as well as word for word comparisons. Institutional knowledge is often forgotten/lost because of a failure to capture it, or if captured, a failure to organize in a useful manner allowing referencing. Further, multiple iterations (turns) of the process means repeated reviews of familiar information which may been affected by other changes elsewhere in the document. This situation often leads to further mistakes by the natural process of dismissing issues believed to have been settled (he. checking it off the mental list)

[0022] The piaybook is a detailed instruction set which is adaptable to multiple situations and ensures that all parties handling the transactions are aligned in their goals and are aware of information from other party’s previous transactions that may assist in achieving those goals.

[0023] A piaybook lists all issues lor a particular transaction, possible counter positions, and responses to each counter position that is or has proven in the past to he most favorable to the organization’s desires. The piaybook ensures all reviewers and negotiators are aware of preferred company positions and make similar concessions when a preferred position cannot be achieved. [0024] To accomplish the synchronization of activities, a playbook provides, for each issue, a preferred position and one or more counter positions. A preferred position defines company standards and organization risk mitigation practice. Counter party positions define how a counter party may view an issue and provides guidance on how to respond to the counter position, Examples may be to accept reject or offer a different counter to the counter position.

[0025] Each position is associated with negotiation commentary, descriptions, deviation guidance and reference points. Issues are tagged with one or more keywords or phrases. These keywords and/or phrases are used to match relevant contract sections in a target document to the issue being addressed.

[0026] Playbooks are maintained by a managing body for an organization to ensure the playbook aligns with the entity's corporate position / direction. A playbook is selected and applied by a reviewer depending on the transaction or document type to be analyzed.

[0027] A single playbook maintained by a manager or managing body may be utilized by a plurality of reviewers on a plurality of transactions and, when properly applied, will provide consistency to the plurality of transactions ensuring alignment of the transactions and

furtherment of the organizational objectives.

[0028] In the preferred embodiment a playbook is a complex file structure comprising a plurality of interrelated elements with one-to-one, one-to-many, and many-to-many relationships between elements. It can be visualized tor illustration purposes and being similar to a database with multiple tables containing multiple fields however a pure database structure is not utilized because it would be inefficient, comprised of many tables of single records.

[1)029] Additionally, in the preferred embodiment each playbook is implemented as a separate single file to facilitate versioning and distribution to reviewers litis separate file is assigned a unique extension of“.doc j”. One skilled in the art would appreciate that the playbook may be encrypted in a manner to prevent modification by anyone other than the management body and may also contain security measures to limit access and/or dissemination due to the highly confidential information contained therein.

[0030] In another embodiment, the files structure of the playbook that are encrypted may be supplemented with unencrypted material which illustrates“feedback” from the reviewer in the form of suggested changes, notes, updates from recent applications of the playbook by the reviewer. This“feedback” is identified with and accessible to contributing reviewer, but not accessible by other reviewers who may utilize the same playbook file.

[0031] The playbook may be accessed by the management body, who has complete access to the

“feedback^'’ elements of all reviewers The management body then determines if and how these

“feedback” elements are incorporated into the playbook creating a modified version. The modified version of the playbook is then re-encrypted and redistributed such that the accepted modifications are made accessible by all reviewers using the playbook. [0032] The reviewer of a transaction applies a playbook to a transactions document to analyze the document tor alignment to the organizational objectives, policies, and standards. A transaction document may be, but is not limited to: a contract, a memorandum of understanding, a preferred form of agreement, a filing, etc, A transaction document may be, but is not limited to: an original or draft created in-house, a custom document, or a standard form or pre-prepared document, a rediined response to a previous offer, a re-draft, or an original document from opposing counsel, or a third-party, That is, the innovation may be utilized at any time in the review and negotiation process and may be utilized multiple times in the process.

[0033] A transaction document may he in electronic format, it may be scanned or photographed and then converted by optical character recognition, or it may be manually entered into an electronic system.

[0034] A reviewer selects a piaybook based on the document type of the document to be analyzed. The reviewer then uploads a document for analysis and pre-processing. The document is divided into sections. This may be done according to formatting within the document, by dividing the document by paragraphs, by sentences, etc,

[0035] One skilled in the art would appreciate that there are multiple ways to divide a document into sections, including, but not limiting to by paragraphs, by style changes, by formatting changes, by header identifications, by lists, by bullets, by hierarchical outlining, or by allowing the user to specify the divisions between sections. In another embodiment, the system may automatically divide the document into sections then allow a user to review the divisions and cause further divisions or join divided sections hack into single sections.

[0036] Once the document is divided into sections, the system marks any sections containing edits, accepts the edits, and uniquely identified each section with a tag / identifier and identifies the order of the sections in the original document. A unique tag allows section edits, reordering, etc. to be identified with the correct section

[0037] The system then standardizes the sections. Standardizing a section includes but is not limited, to identifying keywords, identifying an issue addressed by the section, applying style sheets, formatting, or other editing.

[003#! A. user may also apply term tagging. Term tagging is a part of standardizing the document. Terms in the document and the playbook are standardized so it is clear to the reviewer who is referenced in each instance.

[0039| For example, the playbook may reference two patties of a business purchase as buyer / seller, purchaser / supplier, or Company A / Corporation B. in complex transactions the parties can get contusing, so user distractions can he eliminated by replacing ail references with the same or similar terms.

[0040] When keyword correlations are located, they are highlighted and presented to the user. Any time a user selects a section or an issue in the preferred implementation of the innovation, keywords and phrases in the selection and the matching section or issue are highlighted This signals to the user why the issue and section are associated. When a document is broken down by paragraphs, and those paragraphs are associated with issues and legal concepts, a user can be focused on key paragraphs and important language rather than an endless document of fine print.

[0041] In the preferred embodiment of the innovation, sections and issues are correlated so that the user may navigate in a number of diverse ways, utilizing whichever method assist the user in understand the transaction and verify the terms of the agreement. Some users may prefer to navigate through the playhook and review the document issue by issue. Some users may prefer to navigate through the document and review the transaction section by section. Either form of navigation helps to ensure that all issues are addressed, and all issues align with the preferred strategy as defined by the playhook.

[0042] By correlating sections in the document with issues in the playhook and providing a way to show those correlations, either method of navigation is possible. In the preferred embodiment. navigation options include options to scroll through either the playhook or the document sequentially, and in either a navigational tool allows jumping sequentially through the associated sections or issues respectively,

[0043] Each issue, in addition to the associated keywords, has additional search correlations associated. These search correlations may include more complex search syntax than straight matching, including, but not limited to; multiple keywords within proximity; phrases of more than a single word; multiple spellings or versions of keywords; exclusion of specific keywords; pattern matching. Searches may further include artificial intelligence, natural language processing, or machine learning for searches and/or search refinements in identifying issues and/or legal concepts associated with one or more sections of a document.

[0044] This is necessary to ensure useful and accurate correlations beyond simple term matching and is particularly relevant in legal documents where identification may not include specific words. For example, the legal concept of slander or libel may be represented in sections which identity prohibited actions such as use of derogatory terms, or actions resulting in loss of value, etc. Another example includes the legal concept of Assets, which may be represented in sections listing accounts; balances; physical equipment; etc.

[0045] Although issue correlation, in addition to the associated keywords, has additional search correlations associated as described above, this description will collectively refer to them as keyword and key phrase searches, or simply as keyword searches. One skilled in the an would appreciate that any keyword search could also implement and comprise the advanced search correlations associated with an issue as described above.

[0046] The preprocessed document is matched with previous versions prepared by the method, and changes are highlighted. In addition to the obvious changes in the text in the provided document, new wording in the document may contain or may not contain associated keywords. This could change the issue correlation.

[0047] Any change in issue correlation means that issue should be reviewed by the reviewer to ensure the intended effect has not been changed by a language change in another document section. In the preferred embodiment, a reviewer may change which version of the document is shown tor editing. This allows a reviewer to“flip through” past versions to see how changes have progressed and make more informed editing decisions in the latest version.

[0048] lu the preferred embodiment, versioning is automatically handled by tagging a version every time the document is uploaded or exported. That means there would be a minimum of two versions for each“turn” of the document. [0049] A reviewer may also choose to create a version at any other time during the editing process such that there couid be more than two versions associated with a turn of the document. One skilled in the art would appreciate that there are many reasons for doing this, including but not limited to: before a client review, or prior to management oversight, or to create multiple versions of an offer, etc,

[0050] Once a document has been imported and pre-processed, a reviewer may prepare an exception table. Because all correlations are automatic, an exception table can be prepared automatically, Ibis exception table may be sent to a business / client with a targeted analysis of the offer / counter-offer received, rather than simply a Word™ compare, or similar document comparison, between what was received and what was sent or desired.

[0051] 1 T he contract sections and the playbook are presented to the user tor editing. A user may select an issue from the playbook, and the system matches contract sections containing keywords and phrases associated with the issue to identify the contract seetion(s) addressing the issue if multiple sections match, then the user may view them sequentially determining which section. any, recpvire editing to comply with playbook guidance.

[0052] A user may select a section from the contract, and the issue from the playbook with matching keywords and phrases associated with the issue is identified. If multiple issues match, then the user may view them sequentially determining which issue, is best addressed by the section, and the user can determine if edits are required to comply with playbook guidance. [0053] A playbook issue may have preferred language associated with the issue. The user has the option to copy and paste the preferred language to a section. In the preferred implementation this is done by associating an icon with the preferred language which copies to the clipboard. A user can then paste anywhere in the document.

[0054] The preferred language, or similar language may already exist in the document being analyzed. In such instance the preferred language is highlighted to show it already exist hi the preferred embodiment, this highlighting is in a different format from keywork highlighting to easily convey to the user / reviewer the status. Going further, when an exact match to the preferred language is not found, a delta (comparison for differences) between sentences in the section of the document and the preferred provision of the issue may be displayed, such as through an auto-rediine of the document sec tion.

[0055] T 'o accomplish auto-redlining, when keywords or phrases matches a section with an issue, specific keyworks also match to specific sentences in that section. If the keyword is also found in the preferred language associated with the issue in the pi ay book, then there is a merge opportunity. The program identifies the merge opportunity to replace the sentence with the preferred language by identifying and saving the differences and marking the sentence in the section as edited.

[0056] in the preferred embodiment, issues in a playbook, which include preferred language, may have a dick-and-drop icon to add the preferred language to a document. In the event of auto-redlining, as described above, additional icons are presented that allow the user to apply the auto-redlining to the analyzed document’s partially matched sentence^}. Hovering over any of the matching paragraph/ s) shows the proposed redline edit to the user. The user can then apply or cancel the redlining.

[0057] In addition to preferred language in a playbook issue, there can be negotiating guidance which the user may associate with a section. A user may select such information from the playbook and attach it to a section in the document as a private note which the user may reference later during negotiations.

[0058] Rather than selecting a specific issue from the playbook, or a specific section from the document, a user may select issues based on categories assigned to the issues. For instance, a user may select and sequentially review ail issues categorized as high-risk, or all issues tagged as related to Payment.

[0050] A user may select issues that are unassociated with a section of the document. This would be a way to identify issues that have not been addressed in the document. The user may then add to the document and/or copy specific language from the playbook to address the «on- addressed issue.

[0060] A user may select sections of the document that are unassociated with an issue in the playbook. This would be a way to identify unique issues to the specific document which have not appeared in other documents.

[0061] Unique issues could signify superficial language, which can be eliminated. Unique issues may need to be addressed more carefully by the reviewer and may require input from the managing body of the organization in charge of the playbook. [0062] In addition to making edits to a document, a reviewer may wish to provide input to the playbook, A reviewer editing / creating a document and negotiating a transaction may gain unique information which should he contributed to the institutional knowledge of the

organization to be utilized in future transactions. j0063j Reviewer’s input may he in the form of a comment or note to the playbook. A reviewer may associate notes to a specific playbook, may associate notes to a specific issue in a playbook, or may associate notes to a specific counter position in an issue in a playbook;

[0064] Input may be in the form of simple grammatical changes to instructions or preferred language for an issue. Input may be additional keywords / phrases to identify an issue. Input may be the addition of a counter position encountered which was not previously addressed. One skilled in the art would appreciate many other forms of input which should be captured for later use by the organization,

[0065] Reviewers may associate the input to a specific playbook, may associate the input to a specific issue in a playbook, or may associate the input to a specific counter position in an issue in a playbook. Input to the playbook is stored in the system as notes which are separated from the playbook as private-data. That is, the input is initially visible to the reviewer who submitted it, and to the manager, or managing body in charge of the playbook. It is not visible to any other reviewers, and therefore is not utilized until a determination is made by the manager

[0066] The manager may then review the input from one or more reviewers and decide if the input should be incorporated into the playbook. In the preferred embodiment, the manager receives notice that input has been provided and reviews the playbook on a regular basis to ensure a playbook is up-to-date. The manager may incorporate the input as submitted, may edit it, or may reject the input. Once a determination is made and all input has been incorporated, the playbook is then republished to the entire organization for use on future documents.

DETAILED DESCRIPTION OF TH E DRAWINGS

[0067] FIG. 1 illustrates a company with multiple reviewers in multiple locations, negotiating multiple transactions managed by a single manager in accordance with an exemplar)'^· embodiment of the innovation. A company has a corporate office or a primary location (100) and one or more remote offices or secondary locations (120) which are connected by a network (115), optionally, through the Internet (1 10 h to a server (130) with a database (340).

[0068] A manager (150) or managing body is responsible lor o verseeing the work of one or more reviewers (160) who may be attorneys or professional contract negotiators. The manager (150) must ensure that the reviewer's ( 160) actions are in alignment with corporate strategy when the reviewer’s (160 ') negotiate (170) transactions with third parties (ISO).

[0069] FIG 2. shows a flowchart for program operation in accordance with an exemplary embodiment of the innovation. The program flow (200) begins with starting the program and authenticating the user (210). Users must authenticate their identity, so they may have distinct roles; e.g. as managers (ISO from FIG. 1) or reviewers (160 from FIG. I). A single user may have multiple roles. Means of authenticating a user or identifying roles is well known in the industry and is not claimed as a part of this invention. [0070] A manager (150) has authority to build a playbook (220), illustrated in detail in FIG, 3 or edit an existing playbook (230) and save the playbook (240), illustrated in detail in FIG. 4 The basic parts of a playbook are il lustrated in FIG 6, which is an incomplete representation of the data found in a playbook.

[0071] Once p!aybooks have been established in the system, a reviewer (160) may select a playbook (250) to apply to a contract or document. The reviewer then inputs a contract (260), and the system will parse the contract (270), Parsing a contract (270) may he automatically completed, or it may involve user input such as joining two or more sections or dividing a single section into multiple sections. This is discussed more in reference to FIG 5 below.

[0072] Once a contract has been parsed (270), a user may edit the contract (280) Editing the contract (280) involves referencing sections of the contract and associated issues and instructions in the selected playbook to determine changes that may need to take place. This is discussed more in referenced to FIG, 6 below.

[0073] FIG 3. shows a flowchart for creating a playbook for a document type in accordance with an exempl ary embodiment of the innovation. The process of crea ting a playbook (300) first involves creating a playbook structure (310). in the preferred embodiment, it would comprise adding an entry to the database, assigning ownership and access rights, and may include other activity. One skilled in the art would appreciate that this application does not describe every detail and is only focused on the activities and components that may be novel and/or nonob vious in an embodiment. [0074] A playbook requires the author create a description (320) which may include, but is not limited to: the type of document, the genera! goals of the playbook, how the playbook should be applied, when the playbook should be applied, who manages the playbook, etc. A list of issues (330) may be a complete list of all parts of a contract or may be a list of only the issues unique to the type of transaction, in the preferred embodiment, the list of issues (330) is as complete as possible to ensure no elements are omitted.

[0075] In an alternative embodiment a“core playbook'’ exists for a contract which includes standard issues included in essentially every contract. It Includes standard boilerplate language and clauses. This core playbook may be copied as a starting point and edited rather than beginning each playbook from nothing and duplicating work previously done in other playbooks.

[0076] In another embodiment, a“core playbook^* may be applied along with a transaction specific playbook. Joining two playbooks together and applying as if it was a single playbook can make it easier to update or change core issues across a wide range of transactions, but it also leads to the possibility of conflict if the two joined playbooks address a common issue with different recommended positions, unless there are instructions on handling potential conflicts.

[0077] For each issue in the list of issues (330), other information may be associated to assist the reviewer. An example of this is identifying the legal concept and assigning a risk level (335) to the issue. Assigning a risk level (335) can assist a reviewer in focusing their attention on higher risk issues, identifying a legal concept associated with an issue (335) ensures a reviewer understands the issue and has a similar approach to addressing the issue as other professionals with similar training and experience. [0078] A list of identi fying keywords and/or phrases is associated with each issue, These keywords and phrases are used to associate the issue with sections of a contract under analysis.

The commonality of keywords is used to identify the sections of the document which are most likely to address the issue in the playbook. In some instances, there are specific words that will insure a match.

|0079] In other instances, there may he multiple sections containing the keywords hi the preferred embodiment, once an issue is identified, sections of the document under analysis are ranked based on the quality of the match. As an example, a document section that matches 3 of the 5 keywords associated with an issue would rank higher than a document section that only matches I of the 5 keywords.

[0080] For each issue there is a list of possible positions (350) the parties can take on the issue. The list of possible positions (350) are those identified by the manager as favorable to the goals of the playbook. For each position, the opposing party can agree, or may take a counter position. By listing counter party's positions (355) and providing guidance to the counter position (360), a reviewer will be prepared tor opposition and know how to respond. Additional commentary', reference, etc, (365) may be provided to assist the reviewer in arguing for their position or negotiating a new position more favorable to the company than that countered by the opposition,

[0081] From the list of possible positions (350), one is iden tified as the preferred positi on (370) which is the ideal choice of the manager / company. The preferred position is the goal for the reviewer with regards to the issue. To assist the reviewer in negotiating strategy and tactics, the playbook may contain a list of counter parties / companies (375) with which the company has previously interacted. The playbook also contains document negotiation history and past practices (380) to assist the reviewer in achieving the company’s goals. Once the playbook is completed, it is published (390) making it available for reviewers to use for document analysis.

[0082] FIG 4. shows a flowchart for editing an existing playbook in accordance with an exemplary embodiment of the innovation. The process of editing a playbook (400) beings with selecting a playbook for edit / review·' (410). Next the description and other general information is edited / reviewed (420),

[0083] As reviewers utilize a playbook to analyze documents, they may have changes, or suggestclarifications. These arc associated with a playbook but remain private to only the submiter and the manager. The Manager may review suggestions for edits (430) and can accept or reject the edit. (435). The manager may revise or partially accept a suggested edit. Any accepted edits are no longer private and are made available to all reviewers who use the playbook upon publishing (490).

[0084] Managers may edit issues and/or issue data (450) to reflect updates or changes to company policy / strategy, As new options become available, new positions or counter positions may become apparent and need to be added to the list of issues by editing the issues and/or issue data (450),

[0085] As a playbook is utilized by reviewers, new insight / strategies / tactics may become available and should be updated by editing the negotiation history and past practices (480).

Negotiation history allows new reviewers to quickly review past actions to know a transaction history, or previous dealings with a particular company. Past practices may include information such as why a preferred position was changed or why a previous compromise is no longer an acceptable counter position to the company.

[0086] Ail of this additional information is what is commonly referred to as“institutional

Knowledge" which companies can benefit from, but often lad to capture in an accessible medium to be useable at a later date. As experience is preferred because it makes an individual grow wiser as they gain experience, it wi ll also make a company grow wiser if the experience is not lost.

[0087] FIG 5. shows a flowchart for intaking and preparing a document for analysis in accordance with an exemplary embodiment of the innovation inputting a document into the system for analysis first involves parsing the document (500) to prepare it for manipulation by the reviewer. First, the reviewer selects a p!aybook (510) appropriate to the document. This is usually dependent on the document type. Examples may include, hut is not limited to: A nondisclosure agreement; a purchase contact; a service agreement; an equipment lease; a will and testament; a pre-nuptial agreement, a custody agreement, etc.

[0088] Once a piaybook is selected (510), the original document is uploaded tor analysis (520).

The document is then divided into sections (530). Sections can he determined from paragraphs. syntax, grammar, formatting, or style sheets, etc.

[0089] Sectioning may be automatic or may involve user interaction. For example, a document may he sectioned based on paragraphs, then presented to the user with the suggested divisions for the sections. The user may then add additional divisions or remove divisions (essentially rejoining one or more sections into a single section).

[0090] Once the document is divided into sections (530), any section containing edits from the original document are marked (540). Many document formats have provision for marking edits.

Especially in the typical scenario where this innovation is employed it is highly likely that a document may contain edits marked from a previous reviewer. Those edits must be identified 10) so the reviewer can be notified of the changes and focus on the changed issues,

[0091] Each section is uniquely tagged to identity it from ail the others in the program. This is because a document divided into sections may contain duplicate information, and therefore yield duplicate sections which must be handled individually for further processing. Additionally, each section is identified as to its order or relation to the other sections. Uniquely tagging each section and identifying the order (550) may be a joined process and may be a single label, or it may be two individual processes and may involve multiple identifiers.

[0092] When each section is uniquely identified and ordered (550), the sections / document is preproeessed (560), Preprocessing involves, but is not limited to: applying edits; standardizing formatting, such as removing bolding, coloring, underling; replacing multiple spaces with tabs, removing metadata, etc. The Information may be preserved for re-application upon output of the edited document.

[0093] Once the document is preproeessed (560), the document is ready for editing. The p!aybook and the parsed document arc displayed for editing (570) by the review er. [0094] FIG 6, shows the associations between elements tor editing a document in accordance with an exemplary embodiment of the innovat ion. A piaybook (600) is comprised of description information (605), one or more issues (610), each having a preferred position (615).

[0095] Bach issue (610) has associated one or more counter positions (620). Bach counter position (620) has guidance (625) for how the counter position (620) should be accepted, rejected, or modified by the reviewer in an attempt to achieve the preferred position (615), or get closer to it. such that a final offer is acceptable to the company’s goals.

[0096] An original document (635) is imported (640) and parsed into sections (645), as described in FIG, 5. The sections (645) are tagged with a unique identifier (650) and an order (655). The sections (645) are associated with issues (610) in the piaybook (600) by key phrases or keywords (630).

[0097] A user may navigate through the document sections (645) by selecting issues (610) from the piaybook (600), which will show sections (645) associated by the keywords (630) with the issue (610). If multiple sections (645) are associated with the selected issue (610), then the user can sequentially navigate through each of the section (645). As an example, the diagram shows that the first Issue in the list is associated with the sections tagged as A, Al , A2, and B.

[0098] A user may navigate through the document by selecting a section (645), which will show the issues (610) from the piaybook (600) associated by the keywords (630) with the section (645). Ifmultiple issues (610) are associated with the selected section (645), then the user can sequentially navigate through each of the issues (610). As an example, the diagram shows that section B2 is associated with the second and the third issue in the list.

[0099] As a user modifies the sections (645) of the document, changes are indicated by a status tag (660). The status tag (660) may indicate that text has been edited (675) or that text has been inserted (680). Additionally, ordering tags (655) may be modified as sections are inserted (680) or rearranged. As an example, see that section B3 has been inserted between sections (645) with ordering tag 5 and 6. and therefore has an ordering tag 5.5,

[0100] One skilled in the arts would appreciate that actual Arabic numbering does not have to be used for tagging. As an example, a linked list structure may be utilized to accomplish the same task so that when the user chooses to export or output (665 ) the sections into a new / revised document (670), all sections are in order and include the modified text, indicated in the diagram as edits (675^') and inserts (680’).

[0101] The program may produce multiple types of output (670) such as a clean copy of a formatted document for presentation to opposing parties, or a redimed copy of a document for use in negotiations, or a private copy which includes notes on guidance and counter positions from the piaybook which the reviewer may reference during negotiations.

[0102] The flow diagrams in accordance with exemplary embodiments of the present innovation are provided as examples and should not be construed to limit other embodiments within the scope of the innovation. For instance, the blocks should not be construed as steps that must proceed in a particular order. Additional blocks / steps may be added, some blocks / steps removed, or the order of the blocks / steps altered and still be within the scope of the innovation, Further, blocks within different figures can be added to or exchanged with other blocks in other figures

(OIlBj In the various embodiments in accordance with the present innovation, embodiments are implemented as a method, system, and/or apparatus. As one example, exemplary embodiments are implemented as one or more computer software programs to implement the methods described herein. The software is implemented as one or more modules (also referred to as code subroutines, or "objects” in object-oriented programming). The location of the software will differ for the various alternative embodiments. T he software programming code, for example, is accessed by a processor or processors of the computer or server from long-term storage media of some type, such as a CD-ROM drive or hard drive. The software programming code is embodied or stored on any of a variety of known media for use with a data processing system or in any memory device such as semiconductor, magnetic and optical devices, including a disk, hard drive, CD-ROM, ROM, etc. The code is distributed on such media or is distributed to users from the memory or storage of one computer system over a network of some type to other computer systems for use by users of such other systems. Alternatively, the programming code is embodied in the memory (such as memory of the handheld portable electronic device) and accessed by the processor using the bus. The techniques and methods for embodying software programming code in memory, on physical media, and/or distributing software code via networks are well known and will not be further discussed herein. [0104] The above discussion is meant to be illustrative of the principles and various embodiments of the present innovation. Numerous variations and modifications will become apparent to those skilled in the art once the above disclosure is folly appreciated. It is intended that the following claims be interpreted to embrace all such variations and modifications.

Claims

What is claimed is:

I . A method of analyzing and editing legal documents systematically to standardize and align a plurality of legal actions comprising:

developing a playbook for a specific type of legal document;

distributing the playbook to one or more reviewers;

selecting, by a reviewer, a distributed playbook for a type of legal document, and identifying a legal document for analysis;

performing an analysis of the legal document, resulting in a document analysis; presenting to the reviewer the playbook and the document analysis; editing one or more sections of the document analysis; and

outputting the edited document analysis as an output document.

2. The method as described in claim 1 further comprising identifying a management body to maintain the playbook.

3. The method as described in claim 1. wherein the playbook comprises;

a general description of the specific type of legal document;

one or more legal transactions encompassed by the specific type of legal document;

one or more issues requiring address in the specific type of legal document; and one or more keywords, search terms, and/of phrases associated with each of the issues.

4. The method as described in claim 3 wherein the playbook further comprises one or more of the following;

one or more possible assert positions for each of the issues;

a preferred assert position for each of the issues;

one or more anticipated counter-party positions for the possible assert positions; preferred language, guidance, and/or acceptable terms to be utilized to oppose counter-patty positions, assert a position, or address an issue; and

guidance, commentary and/or references related to an issue or position.

5. The method as described in claim 3 wherein the playbook identifies one or more counterparties tor which the playbook has been developed;

6. The method as described in claim 3 wherein the playbook describes a history of use of the playbook; or describes prior practices of analyzing the type of legal document

7. The method as described in clai m 3 wherein performing an analysis of the legal document comprises:

uploading the legal document;

dividing the legal document into sections;

applying tags to each section;

standardize each section; and

associating each section with one or more issues from the playbook.

8. The method as described in claim 7 wherein the sections are defined in the lega.

document by one or more of sentence designations, paragraph designations, page designations, formatting changes, style changes, outline level transitions, list elements, bullet points, and/or table groupings.

9. The method as described in claim 7 wherein associating sections with one or more issues from the playbook comprises;

identifying keywords identified for an issue in the section;

identifying search terms identified for an issue in the section; or

identifying phrases identified for an issue in the section.

10. The method as described in claim 7 wherein the tags applied to each section: identify the section uniquely;

identify order in the document;

identify edits in the section; and/or

identify formatting of the section.

11.. The method as described in claim 7 wherein standardizing a section comprises:

applying edits,

removing formatting, and/or

standardizing fonts, and styles,

12. The method as described in claim 7 wherein presenting the piayhook and the document analysis comprises:

identifying all associated sections in response to a reviewer selecting an issue from the piayhook; and

identifying all associated issues in response to a reviewer selecting a section from the document analysis.

13. The method as described in claim i wherein the output document is formatted as: a clean legal document ready to sign, a redlined legal document, or a commented legal document

14. A method of analyzing and editing legal documents systematically to standardize and align a plurality of legal actions comprising:

developing a playbook for a specific type of legal document:

the playbook comprised of one or more of the following:

a general description of the sped lie type of legal document:

one or more legal transactions encompassed by the specific type of legal document;

one or more issues requiring address in the specific type of legal document;

one or more keywords, search terms, and/or phrases associated with each of the issues;

one or more possible assert positions for each of the issues;

a preferred assert position for each of the issues;

one or more anticipated counter-party positions for the possible assert positions;

preferred language, guidance, and/or acceptable terms to be utilized to oppose counter-party positions, assert a position, or address an issue; aud

guidance, commentary and/or references related to an issue or position; and

the playbook identifying one or more counter-parties for which the playbook has been developed; and

describ i ng prior practices of analyzing the type of legal document; and identifying a management body to maintain the playbook;

distributing the playbook to one or more reviewers;

a reviewer:

selecting a distributed playbook for a type of legal document, and selecting a legal document for analysis;

the analysis comprising:

uploading the legal document;

dividing the legal document into sections;

wherein the sections are defined by:

sentences, paragraphs, and/or page designations,

formatting, coloring, styles and/or outline level changes,

list, bullet point, and/or table groupings, applying tags to each section;

wherein the tags applied to each section:

identify the section uniquely;

identify order in the document, identify edits in the section,

identify formatting of the section, standardize each section;

wherein standardizing a section comprises; applying edits.

removing formatting, and

standardizing fonts, and styles;

identifying keywords, search terms and/or phrases in each section and associating the sections with one or more issues from the playbook;

presenting to the reviewer the playbook and the document analysis, wherein selecting an issue from the playbook, identifies all associated sections; and selecting a section from the document analysis identifies all associated issues from the playbook;

editing, by the reviewer, one or more sections of the document analysis; and outputting the edited document analysis as an output document,

wherein the output document is formatted as: a clean legal document ready to sign, a redlined legal documents, or a commented legal document.

15. The method described In claim 14 wherein presenting to the reviewer the playbook and the document analysis, further comprises:

displaying the playbook and the document analysis simultaneously side by side in two scrolling display windows_» and linking the windows such that making a selection in one window' caused a repositioning of the other window to an associated location determined by the data selection.

16. The method described in claim 14 wherein editing, comprises:

selecting preferred language from an issued and copying to an associated section.

17. An electronic data structure comprising:

a general description of the specific type of legal document;

one or more legal transactions encompassed by the speci fic type of legal document;

one or more issues requiring address in the specific type of legal document;

one or more keywords, search terms, and/or phrases associated with each of the issues;

one or more possible assert positions for each of the issues;

a preferred assert position for each of the issues;

one or more anticipated counter-party positions for the possible assert positions; preferred language, guidance, and/or acceptable terms to he utilized to oppose counter-party positions, assert a position, or address an issue; and

guidance, commentary and/or references related to an issue or position.

18. A data structure as described in claim 17 further comprising credentialing identifying authorized editors and/or users of data contained within the data structure.

19. A data structure as descri bed in claim 17 further comprising commentary and/or proposed data modifications referencing one or more other elements of the data structure. 20 A data structure as described in claim 1.7 wherein a portion of the data is encrypted and writable only be authorized editors, a portion of the data is writable by authorized editors and/or users, and all data is readable by authorized editors and/or users.