Contract Content-based Review Rule
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A Contract Content-based Review Rule is a contract policy rule that is applied in the context of contractual language within an organization's contract (proposed contract or active contract).
- Context:
- It can be used to operationalize a Contract-Related Legal Principles into specific, actionable guidelines.
- It can (typically) be used to ensure Contractual Clarity, Contractual Consistency, and Legal Compliance.
- It can range from being an Exact Matching Contract-Related Language Rule (for precise legal terms) to being an Approximate Matching Contract-Related Language Rule (for broader interpretations).
- It can range from being a Pre-Signature Contract Language-Based Rule (such as a contract review-supporting language-based rule) to being a Post-Signature Contract Language-Based Rule.
- It can be included in a Contract Language-based Rule Repository, such as a Contract Drafting Guideline and Contract Policy Playbook.
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- Example(s):
- Stylistic Contract Content Rules, such as:
- Plain Language Rules: "
IF a clause contains technical jargon THEN replace it with plain language alternatives that maintain the legal intent, AND provide a glossary for any industry-specific terms that cannot be simplified." - Responsibility Enumeration Rules: "
IF a section discusses party responsibilities THEN it MUST use numbered lists to delineate individual obligations, AND each obligation MUST begin with an action verb."
- Plain Language Rules: "
- Fee and Pricing Rules, such as:
- QA Update Payment Rules: "
IF a report is updated for QA purposes within 45 days of completion THEN the updated report MUST be provided at no additional cost to the customer." - Pricing Tier Adjustment Rules: "
Pricing tier changes MUST be limited to annual reviews and require executed documentation from both parties."
- QA Update Payment Rules: "
- Contract Clause-Specific Rules, such as:
- Confidentiality Clause Duration Rules: "
IF a confidentiality clause is included THEN it MUST specify a duration, not exceeding 4 years post-termination for non-trade secrets." - Force Majeure Notification Rules: "
IF a force majeure clause is included THEN it MUST require the affected party to notify the other party in writing within 72 hours of a force majeure event occurring, AND specify that failure to do so may limit the protections afforded by the clause." - Limitation of Liability Cap Rules: "
IF including a limitation of liability clause THEN ensure the cap on damages is set at a minimum of twice the contract value, EXCEPT FOR cases involving gross negligence or willful misconduct."
- Confidentiality Clause Duration Rules: "
- Dispute Resolution Rules, such as:
- Dispute Resolution Escalation Rules: "
IF a dispute arises between parties THEN the contract MUST specify a three-step resolution process: 1. Internal resolution attempt within 14 days, 2. Mediation within 30 days if step 1 fails, 3. Binding arbitration if steps 1 and 2 fail." - Arbitration Clause-Specific Rules: "
IF arbitration is the chosen dispute resolution method THEN both parties MUST agree on an arbitrator within 30 days of a dispute arising."
- Dispute Resolution Escalation Rules: "
- Contract Amendment Rules, such as:
- Contract Amendment Formality Rules: "
IF any terms of the contract are to be modified THEN such modifications MUST be made in writing, AND signed by authorized representatives of all parties, AND explicitly reference the section(s) being amended."
- Contract Amendment Formality Rules: "
- Intellectual Property Rules, such as:
- Intellectual Property Ownership Clause Rules: "
IF the contract involves the creation of intellectual property THEN it MUST explicitly state which party retains ownership rights, AND specify any licenses granted to the other party, INCLUDING the scope, duration, and any restrictions on such licenses."
- Intellectual Property Ownership Clause Rules: "
- Termination Rules, such as:
- Termination Notice Period Rules: "
IF the contract includes a termination clause THEN it MUST specify a notice period of at least 30 days for termination without cause, AND outline specific scenarios that would constitute grounds for immediate termination with cause."
- Termination Notice Period Rules: "
- Payment Terms Rules, such as:
- Invoicing Terms Rules: "
All invoices MUST include a detailed breakdown of services provided."
- Invoicing Terms Rules: "
- ...
- Stylistic Contract Content Rules, such as:
- Counter-Example(s):
- See: Contract Drafting, Legal Document Review, Natural Language Processing in Law, Contract Management System.