JustemailLeela.
Leela is a capable intern for contract negotiation, working entirely over email. Forward a counterparty draft with instructions and she will send you a redline, a summary memo and even an issues list, in minutes. See how she works.
Leela supports a variety of contract negotiations.
She maintains continuity by silently tracking in detail the progress of negotiations. She has a powerful set of tools that allow her to handle a variety of simple to complex tasks, from document formatting and redlining to multi document analysis and memo creation. She tracks status internally, and renders an up-to-date issues list on demand.
Leela works from the issues, and the redline follows from them.
She reads the draft, identifies each issue together with the clause it arises from and the position the playbook takes on it, and then prepares the markup that gives effect to those positions. The issues list is therefore the primary work product, and the redline is derived from it.
The first review
The instruction to Leela is an ordinary email. It states who the team acts for and on which side, what is to be reviewed, what should come back and by when. Any supporting material, such as the playbook, is attached.
Dear Leela
We act for Meridian as the vendor. Attached are Halcyon's MSA, DPA and security addendum, on their paper, with our playbook. Review against the playbook. Issues list, redline and margin comments, by Wednesday. Daniel agreed net 45 on a call, so reflect that.
Best,
Asha
Leela replies in the same thread with the issues list, a redline for each document and a memo.
Dear Asha
I have reviewed the three documents against the Meridian playbook. There are 21 issues in total, of which 9 concern playbook positions that have no fallback.
The principal points are as follows. Payment terms are net 60 in Halcyon's draft. I have revised them to net 45 as agreed by Daniel, and noted in the issues list that the playbook standard is net 30. Liability is uncapped. I have capped it at 12 months of fees, which is the playbook standard, and the playbook permits 18 months as a fallback. The most favored customer clause at 4.3 is a walk-away position under the playbook, so I have deleted it and explained the reason in a margin comment. Audit rights at 12.1 permit audits at any time on 5 business days notice at the supplier's cost. I have revised them to once a year, on 30 days notice, at Halcyon's cost. In the DPA, the deletion period of 7 days is revised to 30 days and the breach notice period of 24 hours is revised to 72 hours, with the reasoning set out in the margin.
Two points require your decision and I have not redlined them. The IP assignment at 8.2 extends to improvements to the platform, and the security addendum requires source code escrow. Both are recorded as open in the issues list.
Leela
The issues list is a Word document in the form transaction lawyers use. Each issue cites its clause, states the drafting problem, the legal risk and the negotiating significance, records the playbook position and carries a status. The redline is a Word document with tracked changes and margin comments on Halcyon's own paper, with the formatting, numbering, cross references and tables of the original preserved. The memo is the cover note above, kept with the matter.
Meridian and Halcyon are fictional. The documents, and Leela's work on them, are real.
Continuity
Leela tracks the status of every issue from the first review through to signature. When the counterparty's response arrives, she compares it against the version that was sent, not against the original, and updates the issues list to reflect what was accepted, what was countered and what is new.
Dear Leela
Halcyon's response is attached. Devon says they have accepted our audit position and are holding on the cap. Please check the return against what we sent and update the list.
Best,
Asha
Dear Asha
Halcyon's response contains 30 tracked changes in the MSA, 11 in the DPA and 9 in the security addendum. Of the 21 issues, 12 are now closed, 7 remain open and 2 are new.
The closed issues are Delaware law and venue, net 45 payment terms, mutual no set-off, the platform carve-out at 8.2, the insurance structure, the 72-hour breach notice, the officer certification on deletion, and source code escrow, which Devon has deleted himself.
The open issues are the liability cap, where Devon has countered at 18 months, which the playbook permits us to accept; data incident liability, where he proposes a cap of 2 times fees; the indemnity, where consequential damages have been restored; termination for convenience, at 50 percent of remaining fees; the deletion period, which he holds at 7 days; a consent requirement for offshore subprocessors; and on-site audits under the security addendum.
Two matters are not mentioned in Devon's cover note. First, section 12 of the MSA now appears as clean text in the form of Halcyon's original audit clause, permitting audits at any time on 5 business days notice at our cost. Our round 1 revision has been removed and the removal is not marked as a change. The cover note states that the audit position was accepted, and the text does not reflect that. Second, clause 4.3 reinstates the most favored customer clause as a tracked insertion. The margin comment describes it as limited to comparable customers, whereas the inserted text applies to any customer. I have recorded both as new issues with the relevant text quoted.
Leela
Leela renders the issues list on demand. A request for status does not need a document attached.
Where do we stand on Halcyon?
Dear Asha
Halcyon's round 3 documents arrived this morning. Of the 21 issues raised at the outset, 17 are closed, 3 remain open and 1 is new. The liability cap has settled at 18 months, the most favored customer clause has been deleted, and the audit clause has been restored to our language with Devon's comment "as agreed" in the margin. The open issues are the audit cost shift on overbilling findings, the regulatory examination notice and the notice address. The new issue is in Exhibit B, section 5, where the service credit claim window now reads ten days. It read thirty days in every earlier version and the change is not marked. Devon has asked to arrange signature this week. I recommend that Exhibit B is corrected before signature.
Leela
The issues list is the record of the negotiation. Positions that have been agreed remain agreed in it, and the state of the deal can be read from it at any point without reconstructing it from the correspondence.
The range of tasks
The same email handles a variety of simple to complex tasks. These are representative instructions.
Dear Leela
Please summarise the attached shareholders agreement on one page: parties, term, transfer restrictions, reserved matters, exit provisions and anything unusual.
Best,
Priya
Dear Leela
Northfield has sent a revised DPA. Please compare it against the version we sent them on the 12th and list every change, which side each change favours, and its commercial effect.
Best,
Priya
Dear Leela
Northstar's counsel has asked for this side letter to be signed at closing on Wednesday. Please check each provision against the executed term sheet and, for each, state whether it was agreed, agreed in a narrower form, or not agreed, quoting the term sheet.
Best,
Renata
Dear Leela
Attached are the five NDAs we signed last year. Please draft our playbook from them, with the standard position, the fallback and the walk-away for each issue, citing the clause each position is taken from.
Best,
Asha
Dear Leela
The numbering in the attached is broken from clause 9 onwards and several cross references point to the wrong section. Please repair the numbering and cross references without altering the language, and rename "Service Provider" to "Supplier" throughout.
Best,
Marcus
Each instruction produces a Word document, a memo or both, delivered in the thread in which it was given and filed to the matter it concerns.
Where she excels
Leela does not replace lawyers. She takes care of many tasks that were hitherto handled by lawyers or interns. In many of these tasks she excels where humans might struggle, such as keeping track of how a specific risk or control provision is kept consistent across hundreds of pages and multiple contracts in a transaction package.
Dear Leela
The SPA, the disclosure letter, the shareholders agreement and the two side letters are attached, about 400 pages in total. Please confirm whether the seller's knowledge qualifier is defined and applied consistently across all of them. List every place it appears, what it covers in each case, and where the definitions diverge.
Best,
Charisma
Leela returns a table listing every occurrence of the qualifier with its document and clause, the definition that governs it in each, and the places where the group of persons whose knowledge is attributed differs between documents.
What remains with the lawyer
Leela sends her work only to members of the team she works for. Nothing reaches a counterparty unless a person forwards it, from their own address and under their own name.
Where the answer is not in the documents or the instructions, Leela stops and asks. An acquirer's standard confidentiality agreement with a 7-year term and an 18-month exclusivity obligation under the heading "Standstill" is reported to the person who sent it, with the relevant paragraph quoted, rather than redlined. A security questionnaire of 120 questions is answered from the policy pack, and the 15 questions the pack cannot answer are listed as gaps.
Leela does not give legal advice. She prepares the work and proposes a course; the lawyer decides.
Concerns lawyers have. Answers we built for.
- Your contracts are never used to train our models or anyone else's.
- Every issue is cited to its clause. Every redline ties to an issue.
- Every action and version is preserved. The review history is reproducible.
- Only members of the team can email Leela. Mail from anyone else is not read.
- Documents are encrypted at rest and in transit and processed in the United States. SOC 2 Type II is in progress. The security page has the detail and the subprocessor list is public.
- A tool for lawyers, not a substitute. Same posture as Word or Westlaw.
Who builds Leela
Leela Works was started by two lawyers. Tripti Mody Sheth practised for 15 years and ran legal functions inside large companies. Vivek Durai left practice to build legal software, and first tried to get a machine to read a contract properly in 2007. In the legal teams we have worked in, and in the ones we build for now, the slow part was never the thinking. It was the first read, the markup, and remembering where everything stood. Leela takes care of those. Humblepaper, Inc. builds her from New York. About Leela Works
Starting
Setup requires a work email address. The verification link leads to a first screen that shows Leela's address and opens a pre-filled draft. She creates the matter from the first email, naming it after the transaction and identifying the counterparty from the document.
The trial is 14 days and no card is required. Thereafter the price is $149 per seat per month on a single plan with every feature, reducing at 5 seats and again at 10 and 15. A seat is a person who emails Leela.
Start with your next contract.
Setup