Microsystems' agreement checker automatically finds errors and inconsistencies using a real-time editor. Sean Doherty, Law Technology NewsApril 3, 2015 Lawyers use their writing skills to craft complex agreements and documents that champion client objectives in and out of court. Lawyers often start a complex document with a previously used form or a boilerplate form and marshal standard clauses to timely complete the transaction. Although forms and standard clauses facilitate a transaction, the document may not fit the current fact pattern, lack clarity or use improper or even conflicting definitions. A second, fresh pair of eyes, preferably an eagle eye, on any draft document is a prerequisite to its final form. Microsystems, a developer of software designed to improve document content quality and formatting, makes EagleEye software that checks agreements for conflicting and inconsistent definitions, vague meaning and editing mistakes. EagleEye is developed on Open XML and works on document formats (docx, doc, rtf, etc.++) in Microsoft Corp.'s Word 2007, 2010 and 2013. The Illinois-based company first released EagleEye in August 2012 and updated it in August 2014 to version 3. Designed for the transactional lawyer, EagleEye automates the review of terms, phrases, references and punctuation in legal agreements to reduce the risks of an inaccurate or vague agreement that lack judicial enforcement. INTELLIGENT INTERFACEEagleEye version 3 includes an updated user interface and workflow enhancements. If you use the Find, Spelling & Grammar or Track Changes features in Microsoft Corp.'s Word, you will find EagleEye's new interface easy and intuitive to use. Version 3 builds in intelligence to help lawyers customize the system for agreements particular to their practice but lacks the ability to set separate profiles for discrete agreements. I took EagleEye version 3.0.5 for a test drive using several public security offerings and agreements downloaded from the U.S. Securities and Exchange EDGAR (electronic data gathering and retrieval) system and a collection of contracts, leases and standard clauses used in my law office. I opened my draft documents in Microsoft Corp.'s Word and selected the EagleEye tab from the Ribbon. EagleEye's tab has several one-click actions to develop lists of: defined terms found in a document, including terms in sections and tables; issues or errors with defined terms; inconsistent phrases; references and incorrect references; editing mistakes; and incomplete numbering. I clicked the Definitions List from the tab and a list of defined terms populated a window pane that rested alongside the draft document. The pane can be dragged and dropped on the left, right or top of the draft document. The upper-left hand corner of the pane has a slide-out menu that replicates the actions found on the Ribbon tab, allowing me to continue to use EagleEye features in other Word tabs. The EagleEye pane is a multifunctional window that cumulated term definitions found in my draft document, whether the terms were inline, in a definitions section or table. EagleEye rolled up all defined terms to show the number of times the term was referenced in the document with a snippet of the term in context. Mousing over the term or its definition expanded the information with more text associated with the term's context in the document. One click on a listed term in the EagleEye pane navigated to the term's place in the document. When draft documents defined terms referenced in other documents, I opened the referencing documents in Word and used EagleEye's Related Document Check to select them to find referenced term definitions—slick and quick. Overall, I found EagleEye's use of Open XML fast in reviewing long agreements and multiple referencing documents. EagleEye finds defined terms and errors in documents using rule sets with criteria for punctuation, grammatical marks and watchwords preceding and/or following a definition. After I completed a Defined Terms scan of my draft document, EagleEye presented a Settings Assistant dialog box, which showed me formats of defined terms found in my draft document not in the default settings. I added the new formats in one click and identified more formats for definitions using selected criteria, such as brackets, quote marks, capitalization, special fonts and detailing language that precedes and follows definitions, e.g., "hereinafter referred to as." It would be nice to set various profiles of defined terms for discrete agreements, such as wills and trusts and purchase and sale agreements, and switch between them on demand. The Defined Terms scan gave me the most return on my investment in EagleEye. The scan analysis found terms: used but not defined, defined but not used, used before defined, and defined but not capitalized. The categorical errors identified are used as filters to focus on respective errors, such as viewing only terms used before they were defined. Each error identified is accompanied by a check box. When I reviewed the error I checked the box to tag it "reviewed" or "complete." A second option allowed me to ignore the rule for this document or always ignore the rule. Besides filters for various reports, the EagleEye pane can view all the errors marked reviewed or ignored. I could restore the error and it returns to the list of errors for further review. EagleEye listed and cumulated all defined terms so I knew how many times a term was used in the document. EagleEye brought together six instances of Class A Shares and 41 instances of Common Stock for review. When I drilled down into specific term use, EagleEye put the term in context and linked to its location in the document. EagleEye continually scans an open document for editorial changes using Microsystems' LiveLink technology. When I navigated to problematic definitions from the EagleEye pane and corrected them, EagleEye acknowledged the correction and removed the problem from the report, as if I accepted a Track Change in Microsoft Word. I navigated to an error identifying inconsistent numbering, which also applies to sequential lettering, in a draft document. When I manually corrected an indented paragraph, which came outside Word's auto-numbering feature, Word recognized the new, correct sequence in the lettering scheme—EagleEye removed the error from its list. When I clicked on a term referenced multiple times, EagleEye lists the term instances with snippets to quickly compare definition consistency and location. One click on a defined term navigated to its location in the document. Filters to hone lists are available from a pull-down menu centrally fixed at the top of the pane. COMMENTS, REPORTS TO SHAREAt the top of the EagleEye pane, I added comments to documents. EagleEye opens up a dialog box of all the categorical errors it finds in documents. I checked boxes for errors I also wanted comments. EagleEye runs through the document and adds comments for the errors it identifies. Producing comments is processor intensive, so if you select comments for all errors on a long document, the processing involved may prevent you from engaging other tasks until the commenting is complete. Reports for selected errors are available for review and sharing in portrait or landscape view. From the upper-right hand corner I clicked a bar graph icon to generate a customized report window. I selected errors for defined terms and references and EagleEye listed the errors with section and page references and one or two lines from the cited paragraph. List reports were also available for definitions, ignored entries, proper nouns and more. Reports are generated in Word XML format, which can be used in a Word or Excel document. Microsystems Open XML agreement checker is fast and dynamic. It saved me valuable time in drafting agreements quickly and reviewing my edits in real time. I shared the results of EagleEye with colleagues and clients using Word's comments and XML reports. The annual licensing cost for EagleEye starting at $299 per user per year will give you a fast return on your investment. |
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