Leela Works

Manage your contract negotiations entirely via email. Get a powerful agent that tracks everything across drafts and counterparties.

What Leela is

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. The threads below are one legal team's quarter with her. Meridian and its counterparties are fictional. The documents and the work are real.

Issues first

She reads the draft and identifies each issue together with the clause it arises from and the position the playbook takes on it.

Then the redline

She prepares the markup that gives effect to those positions. The issues list is the primary work product, and the redline is derived from it.

Status on demand

She tracks status internally, from the first review through to signature, and renders an up-to-date issues list whenever asked.

Contract review

Reviewing a counterparty draft.

The instruction 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. The playbook is attached. Leela replies in the same thread with the issues list, a redline for each document and a memo. The issues list cites each issue to its clause, states the drafting problem, the legal risk and the negotiating significance, records the playbook position and carries a status. The redline is tracked changes and margin comments on the counterparty's own paper, with its formatting, numbering, cross references and tables preserved.

Leela Received. I am reviewing the three documents against the Meridian playbook. 10:43 AM

Reviewed against the playbook: 21 issues, 9 with no fallback

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

W Halcyon MSA - issues list.docx84 KBW Halcyon MSA - redline.docx261 KBW Halcyon DPA - redline.docx103 KBW Halcyon security addendum - redline.docx81 KBW Halcyon package - memo.docx46 KB

Redline rounds

Comparing the return against what was sent.

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. A change that is not marked as a change is reported with the text quoted. The issues list is the record of the negotiation, and a request for status needs nothing attached.

Leela Received. I am comparing Halcyon's return against the round 1 documents. Thu 9:16 AM

Compared against the version sent: 12 issues closed, 7 open, 2 new

Issues list rendered as of 25 September

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

W Halcyon MSA - issues list (as of 25 September).docx90 KB

Counterparty markup

Sorting the other side's changes.

When the other side returns our paper with tracked changes, Leela works through each change and sorts it: accept as it stands, push back with the standard language, or hold for a decision. The sorted redline comes back with her comments against each of their changes, and the points held for a decision are open on the issues list with the text quoted.

Leela Received. I am working through Bridgeton's changes against the playbook. 4:49 PM

17 changes sorted: 10 accepted, 5 pushed back, 2 for a decision

Dear Daniel

Bridgeton has made 17 tracked changes. I have accepted 10 of them in the attached redline, pushed back on 5 with the playbook language and a comment to their counsel, and left 2 for Asha's decision.

The 10 accepted are drafting and timing points within the playbook: net 45, a 60-day cure period, notice by email with confirmation, and the like. The 5 pushed back are the audit frequency, the insurance endorsement, the publicity clause, the assignment carve-out for affiliates, and the data deletion period. The 2 for Asha are the liability cap, where Bridgeton proposes 24 months against a playbook fallback of 18, and clause 8.2, where their change would assign improvements to the platform. Both are open on the issues list with the text quoted.

Leela

W Bridgeton MSA - sorted redline.docx218 KBW Bridgeton MSA - issues list.docx62 KB

Draft comparison

Finding what moved between drafts.

Leela compares two versions of a document, or two documents, and reports every change with which side it favours and what it costs. The comparison is against the version that was actually sent, not against whatever the sender describes. The memo sets out each change with both texts, and the change that matters most comes first.

Leela Received. I am comparing it against the version sent on the 12th. 3:04 PM

14 changes against the version sent on the 12th, 9 in Northfield's favour

Dear Priya

The draft contains 14 changes from the version sent on the 12th. Nine favour Northfield, three are neutral drafting changes and two favour Meridian.

The change that matters most is in clause 6. Our version authorises subprocessors generally with 30 days notice of changes. Theirs requires Northfield's prior written consent for each new subprocessor, which would put every infrastructure change on their approval. The other changes in their favour are a 48-hour breach notice in place of 72 hours, a 14-day deletion period in place of 30, and an audit right on 10 days notice at our cost. The two in our favour are a cap on audit frequency and a clearer definition of personal data. The memo sets out each change with both texts.

Leela

PDF Northfield DPA - comparison memo.pdf61 KB

Clause answers

Answering questions from the signed agreement.

Leela answers questions about signed agreements from the agreements themselves. Each answer cites the clause it relies on, and where an agreement is silent she says so rather than inferring an answer. Where the answer turns on a date, she works it out.

Leela Received. I am checking the signed Kestrel MSA. 1:27 PM

Answered from the signed agreement, clauses 24.1 and 8.3

Dear Daniel

Kestrel gets a say. Clause 24.1 of the Kestrel MSA treats a change of control of Meridian as an assignment, and assignment requires Kestrel's prior written consent. An acquisition by Harrier would therefore need Kestrel's consent for the agreement to continue, and the clause does not say that consent may not be unreasonably withheld.

On pricing, clause 8.3 locks the fees for 24 months from the Effective Date of 10 June 2024, so the lock ran to 10 June 2026 and has now expired. The agreement does not say what happens to pricing after the lock, beyond the general renewal terms in clause 8.

Leela

Playbook building

Building a playbook from signed agreements.

Leela drafts a playbook from the agreements a team has already signed, so the positions she reviews against are the ones the team actually holds rather than a generic checklist. She records the position the signed agreements share as the standard, the furthest any of them went as the fallback, and a walk-away where the agreements are consistent in refusing a term, citing the agreement and clause each position is taken from.

Leela Received. I am reading the five NDAs. 11:41 AM

12 issues drawn from the five agreements, each position cited

Dear Asha

The playbook is attached. It covers 12 issues. For each I have recorded the position the five agreements share as the standard, the furthest any of them went as the fallback, and a walk-away where the agreements are consistent in refusing a term.

Three points for your attention. The term is 2 years in four agreements and 3 years in the Kestrel NDA, so I have recorded 2 years as the standard and 3 as the fallback. None of the five contains a residuals clause or a non-solicit, and I have recorded both as walk-aways; please confirm. Governing law is Delaware in four agreements and New York in the Sable NDA, which was signed on their form, so I have recorded Delaware as the standard and New York as the fallback.

Leela

W Meridian NDA playbook.docx74 KB

Summaries

Summarising a contract on one page.

Parties, term, transfer restrictions, reserved matters and exit provisions, from the document itself. Anything unusual is flagged with its clause.

Summarised on one page, one unusual provision flagged

Dear Priya

The summary is attached. One provision is unusual. The drag-along at 9.3 can be triggered by holders of 55 percent, which is below the 75 percent threshold for reserved matters at 6.1, so a sale can be forced by a group that could not pass a reserved matter.

Leela

W Orchard SHA - summary.docx38 KB

Conformance

Checking the term sheet against the side letter.

Each provision stated as agreed, agreed in a narrower form, or not agreed, with the term sheet quoted. The same check runs on any document that claims to reflect an earlier one.

7 provisions checked against the term sheet

Dear Renata

Seven provisions checked. Two were agreed. One was agreed in a narrower form: the information rights, which the term sheet grants quarterly and the side letter asks for monthly. Four were not agreed, including a fixed $2,000,000 co-invest right where the term sheet grants pro rata only. The memo quotes the term sheet against each provision.

Leela

W Northstar side letter - conformance memo.docx49 KB

Formatting

Repairing badly formatted documents.

Numbering and cross references are repaired without a word of the language changing, and every edit is tracked. A defined term can be renamed throughout, schedules included.

Numbering repaired from clause 9, 14 cross references corrected

Dear Marcus

The repaired document is attached. The numbering is continuous from clause 9 and the 14 cross references that pointed to the wrong section now point to the right one. Service Provider is Supplier throughout, in the definitions, the body and the schedules. No other text has changed, and every edit is tracked.

Leela

W Trellis MSA - draft 7 repaired.docx223 KB

Where she excels

Keeping one provision consistent across hundreds of pages.

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.

Leela Received. I am reading the five documents for the knowledge qualifier. 10:06 AM

31 occurrences across 5 documents, 2 divergent definitions

Dear Charisma

The qualifier appears 31 times across the five documents. The table lists each occurrence with its document and clause, the definition that governs it, and the persons whose knowledge is attributed. The definitions diverge in two places. The SPA attributes knowledge to the four named directors after due enquiry, while the second side letter attributes it to the seller's directors without the enquiry standard. The disclosure letter uses the SPA definition but omits the CFO. Both are quoted in the table.

Leela

X Knowledge qualifier - occurrences.xlsx27 KB

Only your team

Leela writes only to the people who email her and the people they copy. Nothing reaches a counterparty unless a person forwards it under their own name. When the documents or the instructions do not settle a point, she asks.

Your documents

Your contracts are never used to train a model. They are encrypted in transit and at rest, processed in the United States, and every version is kept. More on security.

Lawyer-grade

Leela is built by lawyers who have spent more than a decade building contract automation products. About Leela Works

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