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.
TEST DRIVE
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.
Figure 1: A view of Corporate Counsel topics available to drill down to particular subtopics. Click image to enlarge.
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.
Figure 2. Lexis Practice Advisor content for drafting a consulting agreement. Click image to enlarge.
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.
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