Baseline is an ideal tool to allow outside and in-house counsel to collaborate.  Check out our new video on collaboration at Xtranormal (http://www.xtranormal.com/watch/7527353/#).

Check out our new Baseline video made using Xtranormal (http://www.youtube.com/user/baselinesolutions).  Xtranormal is simple to use.  I highly recommend it.  Enjoy!

We think Exari’s Andrew Davis’ response to Rees Morrison’s blog about Baseline is right on point.  Baseline is complementary to Document Assembly solutions.

As Andrew says:  “Baseline sounds like a good complement to document assembly: Legal departments (and their internal clients) use document assembly to quickly produce consistent, legally pre-approved versions of ‘their own documents’; Baseline gives those people a tool to quickly markup ‘3rd party documents’ to incorporate the same sort of consistent, legally pre-approved wording.”

Baseline addresses the documents that come into a company from third parties; while document assembly tools address internally created forms.  Together, Baseline and document assembly tools cover the universe of document creation and review and would ensure consistency whether the company is creating or reviewing documents.

If you have a document assembly tool and are interested in OEM’ing Baseline, we’d love to speak with you.

We were grateful to read coverage of our launch in Charles Christian’s American Legal Technology Insider, March 2010 issue. But were surprised to see that the covered document types included SLA’s. We wanted to let you know that this was a typo and that Baseline covers Services Agreements, not SLA’s.

But this typo got us thinking, what types of documents do you want to Baseline?

We have a bunch of documents that are in the works, but we want to make sure that they are in line with our users needs. So let us know. It’s not too early for us to reprioritize.

I review a lot of commercial agreements in my private practice.  Depending on my client’s viewpoint, some of the clauses in these agreements are acceptable and some are not.  In my head, I know which are and which are not.  Other clauses are not so simple.  They might be partially acceptable or, perhaps, my client and I have worked out a fall back position or thoughts on how to approach a particular clause.  Or perhaps we haven’t and I need to research the clause to see how others have addressed the clause.

My pre-Baseline review of documents required me to maintain my client’s approach to particular clauses in my head or, in the best case, in a Word document.  If a client approached a clause differently than in the third party document, I wouldn’t draft from whole cloth.  I’d go back through my system to find the last acceptable clause we had agreed to use and I’d copy and paste it into the third party document and then correct the parties and certain defined terms.  If I recognized a clause as unfamiliar, I’d research it on-line or via services to which I subscribe to determine how my client should approach the clause.

The problem with this approach is that sometimes things are forgotten – whether they be the client’s philosophy as to the inclusion of a marking clause in an NDA or the client’s predilection to delete all indemnities in an NDA.  Another issue is drafting clauses.  I try hard to work from clauses that my client and I have agreed upon.  But I bet more than once in my 20+ years of practice, I copied and pasted a negotiated provision.  Then there’s the issue of what we don’t know.  What about that residuals clause?  If I don’t know what to look for, I won’t recognize it and I certainly won’t be able to apply my client’s approach to that clause.

These problems are compounded in corporate legal departments or law firms where groups of lawyers are working for the same client but on different transactions.  While contract reviewers may have a clear idea of how they would approach a clause for a client, what is the likelihood that approach is the exact same approach as that used by other contract reviewers in the same organization?  Or that all reviewers are working from the same knowledgebase of their client’s positions and fallbacks.  The result of this is different starting points and negotiating positions which will likely result in very different final documents.  The cost to the client of this inconsistency may be huge.

It struck me that there must be a better way to review documents.  To automatically determine if a clause followed my client’s rules and if not, to insert my client’s preferred clause or to delete an impermissible clause. To incorporate guidance into the document from experts so that I didn’t have to research different approaches to a clause.  And issue spot clauses for me that I might not identify.

After a fair amount of trial and error, we developed Baseline. It does all those things. I now use Baseline to make sure that each document satisfies my client’s base requirements. And then I redline the document. Baseline isn’t perfect. But it does give me a leg up during crunch time and it gives me comfort that my client’s base preferences are incorporated into the third party document at the outset. I can then determine whether the change is necessary or if the third party clause is sufficient. As a result, Baseline makes me a better and more productive lawyer.

In case you missed it, earlier last month Ken Adams wrote anexcellent blog post explaining BaselineNDA at: http://adamsdrafting.com/system/2008/09/20/baselinenda/.  Ken concluded by stating “…I think that BaselineNDA is certainly a worthy addition to the information-technology tools available to those who toil in the contract process; I encourage you to check it out.”

Yesterday, Legal OnRamp (www.legalonramp.com – an invitation only lawyer’s networking site) announced the availability of BaselineNDA as a new Partner Service from the Legal OnRamp site.  We are excited about this opportunity and look forward to working with Legal OnRamp.