Review a contract in Word with JuristIQ

The other side's draft of the share purchase agreement for Project Alpha has arrived, and you are working through it in Word. JuristIQ sits beside the document: it answers questions about the draft in front of you, drafts or rewrites clauses, and puts nothing into the document until you say so.

Two questions decide how you use it. Is the question about this document alone, or does it need the matter behind it? And do you want an answer, or a change to the text?

Ask about the draft

1. Open the contract in Word and click Juristic Assistant on the Home tab. The add-in opens beside the document on the Assistant tab.
2. Type your question in the box at the bottom and press Enter (Shift+Enter starts a new line). Ask the way you would ask a colleague who has read the draft: "Which warranties are qualified by disclosure?", "Is there a cap on the seller's liability, and where?", "List every notice period and the clause it sits in."
3. Read the answer against the clauses it points to before you rely on it.

Bring in the matter

The draft rarely tells the whole story. When the question depends on what was agreed or found elsewhere, attach it.

1. Click the Attach connections button at the left of the question box.
2. Tick what JuristIQ should read with the document: a whole matter, or only the parts of it that matter here, such as the heads of terms, the due diligence table or the timeline of the negotiation. Ticking a matter includes everything under it.
3. Click Attach. The number on the button shows how many items are attached. They go with every question you ask until you change them.

Now ask the questions that need both: "Does the warranty package match the heads of terms?", "Which findings in the due diligence table are not covered by a specific indemnity?"

Have a clause drafted or rewritten

1. To rework existing wording, select it in Word first, then ask: "Make this limitation of liability mutual", "Tighten this definition so it covers subsidiaries acquired after signing."
2. To add new wording, say what you need and where: "Draft a non-solicitation clause for the end of clause 9, 12 months, key employees only."
3. JuristIQ shows each proposed edit as a card in the conversation, with the new wording as it will read in the document and, where it gives one, its reason. The document has not changed yet.
4. Click Apply to write the edit into the document, or Discard to leave the text as it is. Decide each card on its own; discarding one does not stop the rest of the answer.

Every edit you apply goes in as a tracked change. The add-in turns on Track Changes in the document if it is off, so the edit shows as a revision under your name, and you accept or reject it in Word's Review tab like any other mark-up.

When to attach what

Reuse the questions you ask on every deal

1. Click Prompt library at the bottom of the add-in.
2. Choose Private Prompts for your own, Team Prompts for those your colleagues share, or, where it is shown, Juristic Prompts for the ready-made ones.
3. Click a prompt to put it into the question box on the Assistant tab, then adjust it to this deal and send it.
4. To save a new one, click New prompt, give it a Title and write the Prompt. Leave Private on to keep it to yourself, or turn it off to share it with your team, then click Save prompt. Star your private prompts to keep them at the top.

Tips from practice

• Check every applied edit as you would a colleague's. Read the tracked change in context before you accept it; a clause that reads well alone can clash with a definition three pages earlier.
• Select before you ask for a rewrite. A selected clause tells JuristIQ exactly which words to change, so the proposed edit touches that clause and nothing else.
• Start afresh when the question changes. The conversation belongs to the document and is still there when you reopen it. Click the + at the top of the add-in (Clear context) to start a new one. Attached connections stay until you untick them under Attach connections, so check the number on the button before you ask about something else.
• Keep the other side's draft clean. If the draft is going back with your mark-up, apply only the edits you would put your name to; the rest stay in the conversation, not the document.

Before the draft goes out, put it into the firm's house style. For questions across all the matter's documents rather than the one in Word, see ask JuristIQ about the matter's documents. If the add-in does not open, start with sign in to Juristic in Word and PowerPoint.