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Clause Finder

This is a step by step guide on how to configure and use the clause finder on Emma Legal.

Pieter Buteneers avatar
Written by Pieter Buteneers
Updated over 2 months ago

The Clause Finder dashboard is a powerful tool that allows you to scan and analyse all documents in your data room. It can be used for the following 2 use cases:

  • You can get any question answered based on a rigorous analysis of all documents in the data room.

  • You can search for a specific clause in the data room and even compare it with a clause you consider as the golden standard. If the document does not comply with the golden standard it will be flagged as a potential red flag.

Predefined Clauses

To make it very straightforward to analyse the data room we created a set of predefined clauses for you to work with. To get started just click the New clause button illustrated below:

Now a popup window will open where you can select 1 or multiple predefined clauses as shown in the screenshot below:

To make your life easy, we have categorized the clauses in 9 different topics:

  • General: Clauses that can occur in any contract not specifically tied to a particular topic like a Change of Control clause for example.

  • Legal: Clauses that are linked to the legal entity of the company.

  • Commercial: Clauses related to commercial contracts and relations.

  • Financial: Clauses linked to the financial situation and structure of the company.

  • HR: Clauses linked to HR like those found in contracts of employees and contractors.

  • IP: Clauses linked to IP agreements like patents.

  • IT: Clauses linked to IT infrastructure.

  • EH&S: Clauses linked to Environment, Health, and Safety.

  • Tax: Clauses linked to Taxation.

For the purpose of this tutorial, let's select HR at the top. From the HR clauses, let's select the following 5 clauses:

Now let's click the Use 5 clauses button. Once you have clicked this, all documents in the data room will be analyzed 1 by 1. And in the end for each of these clauses you will get a summarized answer of what the system has found on these clauses in the data room. For the ACME - Demo Data Room this will look like this:

You will see that some documents are marked with a Unspecified risk level (in gray). These are documents that Emma considers as a potential red flag and that require your review. Let's click on the Non-Solicitation of Employees clause.

At the top of the page you will see the full summary of what the system has found in the data room. Below you can look at all the individual files. Let's click on Anna Doe - Independant Consultant - No Non-solicitation of employees.pdf. This document is marked with an Unspecified risk level. In the answer you will see that the system was unable to find any clause that prohibits the solicitation of employees. So this is a potential red flag.

On the right of the screen you can label this contract as High, Medium, Low, or No Risk. In the example below I labelled it as Medium risk and added a comment to make the future review easier:

Once you are done with your review of all the contracts. You can click on the Approve button at the top right to indicate you have reviewed all the contracts in the list.

Now your colleagues can see that you have approved the review and that it is ready to be incorporated in the red flag report.

Editing a Clause

If you want to customize the title, definition of the clause/question or your golden standard clause to compare with, you can do that by clicking on the 3 vertical dots next to a clause.

If you click Edit Clause you get a menu on the side where you can change the information the system uses:

Here you can edit the following fields:

  • Title: This is a title or short summary you can give to easily find and recognize the clause. It is not used by the system so feel free to apply your own naming convention.

  • Clause Description and/or Question: Here you can define the clause you are looking for. Or you can enter a specific question you want to have answered.

  • Report Red Flags: If you enable the report red flags checkbox the system will check for red flags based on the clause you enter below.

  • Golden Standard Clause for Red Flag Detection: Here you can enter your golden standard for a clause. This standard will be used to compare all other clauses with and to see if there is any risk for the buyer.

Once you have made your changes, click Save clause and the system will start analyzing every document in the data room.

Create a Custom Clause

Instead of using or editing a template, you can also create a custom clause and/or question from scratch. Just click on Custom Clauses and then + New custom clause(s) to create a new clause/question.

In a side menu a clause configuration will be shown:

Here you can set the following fields:

  • Clause Description and/or Question: Here you can define the clause you are looking for. Or you can enter a specific question you want to have answered.

  • Report Red Flags: If you enable the report red flags checkbox the system will check for red flags based on the clause you enter below.

  • Golden Standard Clause for Red Flag Detection: Here you can enter your golden standard for a clause. This standard will be used to compare all other clauses with and to see if there is any risk for the buyer.

After you have entered all the necessary information you can add another clause or click Use 1 custom clause to start analyzing the data room.

More Information

If you require more information, don't hesitate to reach out to our support team through [email protected] or through the chat in the bottom right:

If you need additional help configuring the clause finder or you encounter any other problem, don't hesitate to reach out to us through the chat bubble in the bottom right or to [email protected]

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