LexisNexis Legal and Professional, a legal research, software, and service provider, introduced on November 1 a Lexis Practice Advisor module for corporate counsel transactions. The new Corporate Counsel module is designed to give practical guidance to corporate legal departments to conduct transactions and draft documents and agreements quickly and efficiently.
The new LPA module follows previous offerings in Business Law, Bankruptcy and California Law. LexisNexis fashioned the new Corporate Counsel transactions module with the help of more than 350 in-house counsel over a six-month period, said Suzanne Petren Moritz, vice president and managing director for Lexis Practice Advisor. The new module continues the design principles of earlier modules, Moritz continued, by simplifying document creation using model documents, getting attorneys quickly up to speed on the law of an underlying transaction with content created from expert practitioners, and giving in-house counsel a good start to drafting an agreement with forms, clauses, and annotated agreements.
Moritz claimed that the new Corporate Counsel module has more than 1,000 model documents — with alternative clauses, checklists, and annotations from practitioners (many from law firms that advise corporate counsel). In effect, confirmed Mina Chen, director of Product Content and Initiatives for LPA, in-house counsel can rely on the new module as if the corporation was being advised by expert outside counsel. Law firms contributing content to the new module include Littler Mendelson, Moses & Singer, Squire Sanders, and Weld, Riley, Prenn & Ricci.
I logged in to the Corporate Counsel module using a trial ID and password from LexisNexis to find 22 topics and subtopics in corporate transactions shaped in a hierarchical tree in a window pane on the left side of my web browser, which interchanged between Internet Explorer 9 and Firefox (version 16.0.2) during the course of the review.
I clicked “View All Topics” in the left browser window entitled “Browse Corporate Counsel Topics” to drill down into subtopics closer to the heart of a transaction, e.g., to see clauses under the topic “Commercial Contracts” and see various states under the topic “Business Taxes.” The right side of the browser window has a search box, a window describing content updates to the module, and the latest news from Law 360, which has mouse-over descriptions of headlines. (You need a subscription to Law 360 to access the full news story.)
The topical arrangement in Practice Advisor lends itself well to the transactional process. For most transactions, lawyers know what the client wants to accomplish and the general area of law required to complete the process. For example, general counsel may request an associate to draft a consulting agreement for one or more engineers to develop a financial monitoring and reporting program that the company can use to identify and prevent fraud. For that task I looked into the subtopics under Software and Information Technology and selected “Consulting Agreement” to get started. An overview of the process, which was last reviewed by Lexis editors on 10/17/2012, prefaced the information on the subtopic. The entire information was laid out in horizontal tabs across the right side of my browser. See Figure 2.
From the overview, I saw that my drafting goal was to consider the corporation’s expectations of cost, time, and quality of the proposed work as well as the consultant’s freedom to complete the work, which would determine whether the consultant was an employee or an independent contractor. Since the contractor will deal with company financials, a nondisclosure provision is required. The corporation also needs a provision to grant it ownership and perfect its property rights to any and all work product created or invented by the consultant as well as an indemnification for the consultant’s possible infringement of intellectual property or personal injury or property damage caused by the consultant while performing the contracted work.
I clicked on the “Practical Guidance” tab and selected IT/Technology Consulting Agreements. The document in view guided me through the parties required for the contract; detailed information on the rights to the work product; a backgrounder in perfecting propriety rights; and a lesson in the obligations of confidentiality along with information on warranties, representations and indemnities. When I moved to the “Forms” tab I was presented with restrictive covenant clauses for noncompetition, nonsolicitation and nondisclosure, all with annotations. There were also sample agreements to review as well as a substantive annotated agreement. See Figure 3.
Corporate Counsel forms and model documents are selected and reviewed by contributing authors. Drafting notes and annotations, compiled from authoritative sources such as Matthew Bender and LexisNexis, are provided for model forms. The forms section was separated by clauses, annotated agreements and sample agreements. When I clicked on the annotated Software Consulting Agreement for Computer Services, a California legal form was presented with draft notes linked on the right side of the form. The left side of the form displayed a link to the form summary and drafting notes on how to use and apply the form, section by section. I downloaded the form in MS-Word format where I could edit and print the form. The form summary and drafting notes, however, need to be downloaded separately.
The “Legal Analysis” tab includes key legal commentary from contributed authors and secondary sources. When I opened up the comments to the model consulting agreement, the annotations and comments for the agreement were from the Matthew Bender treatise, Computer Contracts. Where referenced, I clicked on the link to access the content from the treatise as part of my subscription. I focused on the comments for the corporations’ rights in the consultant’s work product where the ownership is at issue if there is no properly executed assignment. And if there is no writing, and the consultant is deemed to be an independent contractor, then the consultant owns his or her work product.
Like the other tabs, the “Cases” and “Codes” tabs displayed primary material relevant to sections of the annotated general agreement I reviewed, e.g., rights to work product and proprietary rights to inventions. When I clicked on the “Emerging Issues” tab, practical guidance maintained that the corporation should carefully consider the working relationship with the self-employed contractor and periodically review all contractor arrangements. It was interesting to note that one link went to a post on Martindale.com entitled “Consultancy Agreements — What It Says on the Tin Matters Less Than What’s Inside the Tin,” by Andrew Yule, attorney at Withers Bergman. It will be interesting to see how LPA moves forward and reaches out to expert contributors. From Yule’s post, the LPA platform appears expansive in reaching out to obtain expert content.
The search window has three facets. You can search all topics (default) or select multiple topics and subtopics by checking boxes. You can also narrow your search by a particular content type of a topic or subtopic: topical overview document, practical guidance, forms, legal analysis, cases, codes and emerging issues. Then you can add keyword search terms to conduct full-text searches in the content of a transactional topic or subtopic.
After seeing a blurb on Law 360 for ” RockYou and the FTC: Privacy Policies vs. Practices,” I wanted to see how a settlement between RockYou Inc. and the FTC might affect a corporation’s data security practices. I did a quick search by selecting the “Cases” tab and searching the term “RockYou.” I received no results because it wasn’t a case: duh. I redirected my search across all topics and all content types to see RockYou featured as an emerging issue in the topic of “Managing a Breach of Confidential or Information Security”.
For a more complex search result, I conducted a keyword search for “Employment at Will” across all content types. I selected the content type by tab to view the results. See Figure 4.
Like other modules, the Corporate Counsel module has a link, “Ask our Authors,” that surfaces a window to send a question to the editors and content authors. You can also set up to 10 alerts with your subscription. Note that alerts can only attach to search results. You can’t, e.g., set up an email alert to inform you of a change in a form or clause. Rather, you need to set up a search to configure an alert.
Lexis Practice Advisor, Corporate Counsel, costs $160 per user per month. Asked if I would also need to subscribe to, e.g., the California Law module because I practice in California, Moritz said that the modules are self-contained. Where necessary, there is an overlap in the content of modules to provide subscribers with all the information they need to conduct transactions in their practice area without subscribing to additional modules.
LexisNexis anticipates that additional Lexis Practice Advisor modules will be available in early 2013, including Securities & Capital Markets and Mergers & Acquisitions.
Attorney Sean Doherty is LTN‘s technology editor