KIIAC Application Brief--Benchmark

Description

Application Brief Intelligent Document Markup: Comparing your K N O W L E D G E Document to a Reference Standard Create and maintain document templates and clause libraries--Situation: You have just received an assignment from a partner to draft a merger agreement for the acquisition of a model legal documents rapidly growing software development company. For tax purposes, the merger will be structured as a reverse triangular containing standard and merger. The partner asks you to pay particular attention to the intellectual property reps and warranties. She gives you alternative provisions. a link to her most recent deal involving a high tech company. Pre-KIIAC Approach: In the past, you would have carefully reviewed the merger agreement. You would also have compared it to other merger agreements that you found searching your firm’s files as well as documents publicly I N F O R M AT I O N available through the Internet and/or EDGAR. For less experienced attorneys, this process takes days. Collect, organize your precedent and share your best However, your firm has kiiac. practices through an integrated wiki. KIIAC Solution: kiiac offers the first intelligent Figure 1: Contract Outline document review tool that automatically compares your contract to your firm’s baseline standard. KIIAC streamlines document creation, assembly, I N N O V AT I O N review and benchmarking. In doing so, KIIAC Your documents can now be mitigates ...

Informations

• Publié par: Ustley
• Nombre de lectures: 21
• Langue: English

Extrait

K N O W L E D G E Create and maintain document templates and clause libraries model legal documents containing standard and alternative provisions. I N F O R M A T I O N Collect, organize your precedent and share your best practices through an integrated wiki. I N N O V A T I O N Your documents can now be compared to your firm's standards and industry norms  how will your documents stack up?

For more information please visit us on the Web at: www.kiiac.com For more information please visit us or call (312) 7209626 on the Web at:www.kiiac.com

Application Brief

Int e ll ig en tDo c um e ntMa rk up:Comparing your Document to a Reference Standard

Situationnment from aust received an assier aartner to draft a mer: You haveuisition of areement for the ac rapidl rowinsoftware develoment coman .For taxur oses,the merer will be structured as a reverse trianula merger. The partner asks you to pay particular attention to the intellectual property reps and warranties. Sheives ou a link to her most recent deal involving a high tech company. PreKIIAC Approach: In theer areviewed the merwould have carefullast, ouwould also havereement. You compared it to other merger agreements that you found searching your firm’s files as well as documents publicl available through the Internet and/or EDGAR.For less experienced attorneys, this process takes days. However, your firm has kiiac.

KIIAC Solution: kiiacoffers the first intelli en Figure 1:Contract Outline document review tool that automaticallcom ares our contract toour firm’s baseline standard KIIAC streamlines document creation, assembl , review and benchmarkin .In doinso, KIIA miti ates risk, im rovesroductivit andensures consistency while helping you control costs.

 Launch a quick link to kiiac and choos “Merger Agreement” as the deal type.  Upload the partner’s document to kiiac and click Benchmark.  ouIn a matter of seconds, kiiac anal zes document, dis la s an outline of it and tellsou how well it stacks up to the Reference Standard. Your merger agreement compared to the firm’s standard (Figure 1)

K N O W L E D G E IN F O R M A T I O NN N O V A T I O N I

A U T O M A T E Create drafting tem clause libraries from your own documents

R A F T Refine the Reference Standard; select default and alternative clauses; and deploy the Reference Standard to a document assembly module

E N C H M A R K Use kiiac’s Reference Standards ‘asis” to benchmark a document, quickly identify divergent clauses, and find alternative clause language.

U D I T Feed final documents back into the system to audit compliance and capture improvements to the templates and clause libraries Test drive kiiac at www.kiiac.com

clauses contain standard lan ua e an Which which clauses divere from market norms (greenred icon—the more diver ent, the mor red)

clauses are specific to arior deal and are Which not ticall foundin this te of document (clause in red font)

from the contract?be missinclauses ma Which (clauses in blue font)  ivenCompare the intellectual property warranty by the seller inour document to the rane of clauses. Is it too brief, more aro riate for a com antha licenses software from others, rather than a software develo ment com an ? You determine the intellectual property reps and warranties that bestrotect ou client. (Figure 2)  rehensiveBrowse the clause librarto find a com sam leintellectual roert clausedetailin al representations and warranties. You can easilco and paste selected language into your document.

Or, you can consult the interated wiki to viewractice information.  Notice that the “No Additional Re resentations clause is flaed as diver ent from the standard. You mark this clause for theartner and insert the standard language better protecting your client. (Figure 3)

Figure 2: Clause Library—Intellectual Property

Figure 3: Compare or “blacklin” your contract language to the standard Your Contract (Divergent language displayed in black) NoAdditionalRepresentations.Buyeracknowledges thatneithertheSellernoranyotherPerson hasmade anyrepresentationorwarranty,expressorimplied,asto theaccuracorcompletenessofaninformation regardintheSellerfurnishedormadeavailableto Buyer,ortheirrespectiverepresentatives…andneither theSellernoranotherPerson,shallbesubjecttoany liabilittoBuyeroranotherPersonresultingsolely fromtheCompan'smakinavailabletoBuyersuch information. Standard Clause (Consistent language displayed in green) NoOtherRepresentationsorWarranties.Exceptfor therepresentationsandwarrantiescontainedinthis ArticleIV,theCompanyacknowledgesthatnoneof Parent,MergerSuboranyotherpersononbehalfof ParentorMergerSubmakesanyotherexpressor impliedrepresentationorwarrantywithrespectto ParentorMergerSuborwithrespecttoanyother informationprovidedtotheCompanyinconnectionwith thetransactionscontemplatedhereunder.

 Utilizing the Review Tool, you can examine the entire document and use the clause library to find the terms and provisions that will best meet your client’s needs.

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