As others have been, I’m very interested in technologies which can improve the lives of contract negotiators, purchasing managers and other folks engaged in the process of contract review. Dozens of software packages have been released in the last few years which purport to help ease that process. I’ve played with many of them – most end up being focused on document assembly. What I’ve been looking for is a tool that helps when I’ve got a non-standard agreement and want to quickly compare it to my standard preferred language.
This is usually a highly choreographed event. I start with needing a 22″ monitor so I can see two documents side-by-side at 100%+ size (my eyes are getting old). Then, with the proposed agreement on the left and my template language on the right, I systematically move through the proposed agreement and bounce around my template to find the matching sections. I read the proposed language, consider its phrasing, see what can be kept and how I can make my preferred language work without appearing to bloody up the proposed agreement too badly. I redline the proposed agreement accordingly and then turn it back around to the other side. Depending on the length of the agreement, font size and other issues, I typically move at a pace of about 4-8 pages per hour for the complete process.
When I first heard about Baseline, I was skeptical. Baseline Solutions advertises it as a document review and knowledge management tool. You upload your preferred language (the baseline information) and then you can bounce any other proposed agreement off your preferences. The software uses proprietary algorithms to review the wording and match the sections. It looks for common phrasing but also appears to recognize intent. Frankly, I’m not sure how it works, but it does.
After a few seconds, the system returns to me a Word document with track changes turned on showing changes to the document corresponding to my preferred language. The result is that the first review of my prior two-documents-on-the-screen-at-the-same-time exercise is accomplished in a few seconds. The basic review is complete – now I can spend my valuable time reviewing the unique contract issues. I’ve just saved time and produced a better document.
In the first iteration, Baseline was focused exclusively on NDAs, as they’re seen to be the most static of standard agreements. But the newly released Baseline product tackles software licenses and services agreements as well. Added into the product now are two new features, both of which Licensinghandbook is proud to participate. Several sections of the Software Licensing Handbook are available as a Knowledgebase within Baseline. This is like Pop-Up Video for your contract. See a section you’ve never heard of or don’t know why it’s there? The Knowledgebase is there to explain.
Over the years, many folks have asked for my template software license agreement. I’m reluctant to hand it out – it’s not only the product of a decade of refinement, but it’s also detailed enough that failure to use it properly could result in problems. Baseline uses template language as the reference point for comparison, so in a first for Licensinghandbook, I have agreed to allow Baseline to use my template software license language as a template against which customers can bounce their proposed agreements.
Please join me in welcoming Baseline Solutions to the contract management marketplace!
[Disclaimer: My partnership with Baseline provides me revenue based on the use of the Software Licensing Handbook Knowledgebase or the Licensinghandbook Software License Agreement.]
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