Who are your best customers? (Apart from those who pay on time!) For me, it’s those who take the time to point out my mistakes.
That’s been the case with readers of A Manual of Style for Contract Drafting. (Let’s think of them as customers for purposes of this post.) And now, it’s certainly the case with Adams Contracts.
I have a particular customer in mind—Kevin Toll, a solo lawyer based in Michigan with a practice that focuses on the legal aspects of technology, including cybersecurity, data privacy, and intellectual-property rights.
Kevin took the trouble to point out simple coding glitches in our confidentiality agreement template. For example, broken cross-references and extraneous punctuation.
Spotting that kind of thing is helpful, but Kevin went beyond that by pointing out problems with the words: An instance of Discloser that should have been Recipient. And an extraneous sentence relating to the defined term Relationship in a version that otherwise used the defined term Proposed Transaction.
And then he took it to the next level by pointing out that I wasn’t following my own advice! Instances of section n(a) and section n(b), instead of sections n(a) and n(b)! And instances of with respect to!
In communicating this to me, Kevin was mildly apologetic. Me, I say, Bring it on!
On the other hand, I'm not keen on making mistakes. I know from experience that editing your writing is an unpromising task that quickly becomes gruesome. Checking your document-assembly coding for glitches is the same sort of thing, particularly if the template features a decision tree with a tangle of intertwined branches. I’m now keenly aware that you have to have others help with quality control, the earlier the better.
But anyone compiling document-assembly contract text can read it only so many times before their brain rebels at reading it again. And you can't expect that technicians you enlist to help with quality control will spot wording problems. So as the consultant helping me with document assembly told me, it's pretty much inevitable that users will find glitches.
But that won’t stop me from trying! Inspired by the benevolent thrashing Kevin administered, I ran further tests. I found some minor stuff, but I also found a significant problem buried in the most complex part of the template.
All this leaves me better prepared for our next templates.
Now, back to Kevin Toll. Here’s what he had to say about the confidentiality agreement template:
Overall, it’s a great product. The confidentiality agreement template is worth the price of admission. Being able to generate a high-quality confidentiality agreement that fits the deal you are working on by answering a simple set of questions is a timesaver. I have also found the boilerplate template quite useful. I’m used to working with templates from Practical Law, so all I can say is that the experience is night and day. You can even email Ken with questions about the template and you receive a quick response. Try doing that with Westlaw!
Thanks again, Kevin!
