What are Descriptions?
Smart Data Capture descriptions are instructions you write for the AI. Think of them as:
- What to extract: The specific information you need
- Where to look: Which sections or pages contain it
- How to format: The structure of the output
- Edge cases: What to do when data is missing or ambiguous
Time investment: Spend 5-10 minutes crafting a good description to save hours of manual review across hundreds of contracts.
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Quick Start: If you're new, read sections 0-4 first. Troubleshooting: If you're facing extraction issues, jump to sections 4-5 first. |
0: Basics: How to Add or Edit Metadata Descriptions
- Go to the "Contract Metadata" Section: Hover over "Manage" in the left sidebar and click "Contract Metadata."
- Select the Contract Type: Choose the relevant contract type (e.g., Employment Agreement, Master Service Agreement).
- Choose the Metadata Field: Select the specific metadata field you want to edit (e.g., Term Length, Termination Date, Governing Law). Hover over the metadata field and click the three dots on the right. Click on "Edit Field."
- Write Your Description: Use the guidelines below to craft a clear and accurate description.
- Save: Click "Save" to update the description.
1: Core Principles for Writing Effective Descriptions
The SPACE Framework
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S - Specific: Define exactly what you want, not what you don't want P - Precise: Use legal terms as they appear in your contracts A - Actionable: Tell the AI what to do, not what the field means C - Contextual: Include where and how the information appears E - Examples: Show the AI what good output looks like |
The Three-Part Description Structure
Every strong description should have:
- WHAT: The information to extract "Extract the liability cap amount..."
- WHERE: Location guidance (optional but recommended) "...typically found in the Limitation of Liability section..."
- HOW: Format and edge case handling "...output as a number only. If uncapped, output '0'"
Example
❌ Weak: "Liability Cap: The liability cap"
✅ Strong: "The maximum amount the Supplier is liable to pay the Customer for damages. Typically found in the Limitation of Liability section. Output as a number only (e.g., 100000 for $100,000). If the liability is uncapped or unlimited, output 0. If there are different caps for different breach types, output the general liability cap."
2: Writing Guidelines for Legal Metadata
1. Be Specific About Parties
Legal contracts involve multiple parties with different roles. Always clarify which party you're referring to.
✅ Do: "The maximum liability of the Supplier (also referred to as 'Vendor' or 'Service Provider') to the Customer for any claims arising from this agreement"
🚫 Don't: "The maximum liability of the parties"
Why: The AI might conflate mutual liability caps or extract the wrong party's obligations.
Party Identification Checklist:
- Is this about Customer, Supplier, or mutual obligations?
- Do contracts use alternate terms (Vendor, Client, Provider)?
- Are there guarantors or third-party beneficiaries?
2. Disambiguate Similar Concepts
Legal contracts often have related but distinct concepts. Clarify differences explicitly.
✅ Do: "The initial term length starting from the Effective Date, NOT including any renewal terms. This is the first committed period before any renewals take effect."
🚫 Don't: "The term length of the contract"
Common Ambiguities to Address:
- Initial Term vs. Renewal Term vs. Total Potential Term
- Notice Period vs. Notice Deadline vs. Notice Requirements
- Termination Date vs. Expiration Date vs. Renewal Date
- Payment Terms (net days) vs. Payment Amount vs. Payment Schedule
- General Liability Cap vs. IP Infringement Liability vs. Data Breach Liability
3. Handle Conditional Logic
Many contract provisions are conditional. Specify how to handle "if-then" scenarios.
✅ Do: "Whether the contract automatically renews. Output 'Yes' if the contract states it will renew automatically unless either party provides notice. Output 'No' if renewal requires affirmative action or mutual written agreement. Output 'N/A' if the contract is perpetual with no renewal provisions."
🚫 Don't: "Whether the contract renews automatically"
Conditional Scenarios to Consider:
- If X condition exists, extract Y; otherwise extract Z
- Different values based on contract value or term length
- Graduated terms (e.g., payment schedules that change over time)
- Caps that differ by breach type or time period
4. Specify Output Format Precisely
Especially for short answer fields, format inconsistency causes downstream problems.
✅ Do: "The names and email addresses of all Customer signatories. Output each person on a new line in the format: 'Full Name (Title) - email@domain.com'. Example: John Smith (VP Legal) - john.smith@company.com Jane Doe (CFO) - jane.doe@company.com"
🚫 Don't: "The names and contact info of Customer signatories"
Format Specifications:
- Date formats: "MM/DD/YYYY" or "YYYY-MM-DD" or "DD Month YYYY"
- Number formats: "100000" vs "$100,000" vs "100,000.00"
- List separators: newlines vs. semicolons vs. commas
- Name formats: "Last, First" vs. "First Last"
- Address formats: single line vs. multi-line
5. Identify Alternative Clause Names
Different contracts use different terminology for the same concept.
✅ Do: "The governing law jurisdiction. This may be labeled as 'Governing Law', 'Choice of Law', 'Applicable Law', or found within a 'General Provisions' or 'Miscellaneous' section. Extract only the jurisdiction (e.g., 'New York' or 'California'), not the full clause text."
🚫 Don't: "The governing law of the contract"
Common Variations:
- Liability Cap / Limitation of Liability / Maximum Liability
- Indemnification / Hold Harmless / Defense Obligations
- Confidentiality / Non-Disclosure / Proprietary Information
- Intellectual Property / IP Rights / Ownership of Work Product
- Term / Duration / Contract Period / Agreement Length
6. Provide Section Location Hints
Help the AI focus on relevant contract sections.
✅ Do: "The termination notice period required from either party. This is typically found in the 'Term and Termination' or 'Termination' section, often stated as '[X] days written notice'. Output only the number of days (e.g., 30, 60, 90)."
🚫 Don't: "The termination notice period"
Location Strategies:
- Common section names where data appears
- Proximity to other related clauses
- Typical page ranges (e.g., "usually in first 3 pages")
- Whether in main agreement vs. exhibits/schedules
7. Handle Missing or Ambiguous Data
Tell the AI what to do when information isn't clear.
✅ Do: "The number of days after invoice date that payment is due (Net Terms). Typically expressed as 'Net 30', 'Net 60', etc. Output only the number. If the contract says 'upon receipt' or 'immediate payment', output 0. If payment terms are not specified, output 'Not specified'. If terms vary by payment type or amount, extract the default/standard term."
🚫 Don't: "The payment terms in days"
Edge Cases to Address:
- What if the clause is entirely missing?
- What if there are conflicting values?
- What if the language is ambiguous?
- What if there are multiple scenarios?
9. Use Examples from Your Contracts
If your contracts use specific phrasing or unusual structures, include that in the description.
✅ Do: "The annual software license fee. In our contracts, this is typically listed in 'Exhibit A - Pricing Schedule' as 'Annual SaaS Subscription Fee' or 'Platform License - Annual'. Do NOT include one-time implementation fees or per-user charges unless they're part of the base annual fee."
🚫 Don't: "The annual license fee"
When to Use Contract-Specific Examples:
- Your organization uses non-standard terminology
- You have specific fee structures or pricing models
- Your contracts have unique sections or exhibits
- There's industry-specific language
10. Leverage Multi-Dropdown Fields Effectively
For multi-dropdown fields, you don't need to list all options in the description - the AI already receives them.
✅ Do: "Select all types of breaches that are excluded from the general liability cap for the Supplier. Look for language like 'except for', 'excluding', 'does not apply to', or 'notwithstanding the limitation above'."
🚫 Don't: "Select from: Breach of Confidentiality, IP Infringement, Gross Negligence, Fraud, Death or Bodily Injury, Breach of Data Security"
Why: The AI automatically sees dropdown options. Your description should focus on HOW to identify which options apply.
3. Choosing the Right Field Type
The field type you select dramatically impacts extraction accuracy. Here's when to use each type:
Decision Tree
Is the answer one of a predefined set of options? → YES: Use Dropdown or Multi-Dropdown → NO: Continue...
Is the answer a number with units? → Currency amount: Use Currency field → Time period: Use Duration field
→ Calendar date: Use Date field → Other number: Use Number field → NO: Continue...
Is the answer Yes/No or True/False? → YES: Use Checkbox → NO: Continue...
Is the answer a few words or a sentence? → YES: Use Short Answer → NO: Use Paragraph
Field Type Best Practices
| Field Type | When to Use | Examples | ✅ Best Practice | ❌ Avoid |
|---|---|---|---|---|
| Dropdown | Single selection from fixed options |
• Contract Type: NDA, MSA, SoW • Renewal Type: Automatic, Manual, None • Jurisdiction: California, New York, Delaware |
Keep options mutually exclusive | Having overlapping categories |
| Multi-Dropdown | Multiple selections possible from fixed options |
• Liability Cap Exclusions: IP Infringement, Confidentiality Breach, Fraud • Termination Rights: For Cause, For Convenience, Material Breach • Insurance Requirements: General Liability, Professional Liability, Cyber |
In description, focus on identifying language that indicates each option | Creating too many options (keep under 15) |
| Checkbox | Yes/No or Present/Absent |
• Most Favored Customer Clause Present? • Auto-Renewal Enabled? • Audit Rights Included? |
Clearly define what "Yes" means Example: "Output 'Yes' if the contract will automatically renew unless notice is provided. Output 'No' if renewal requires mutual written agreement or affirmative action." |
Ambiguous boolean logic |
| Date | Specific calendar date |
• Effective Date • Expiration Date • Notice Deadline |
Specify what to do if only month/year provided Example: "Extract the contract expiration date. If only month and year are provided, use the last day of that month." |
Using Date fields for durations (use Duration instead) |
| Duration | Length of time (not a specific date) |
• Initial Term: 2 years • Notice Period: 30 days • Warranty Period: 90 days |
Specify the expected unit Example: "Output the notice period in days. If specified in months, convert to days (assume 30 days per month)." |
Mixing different duration concepts in one field |
| Currency | Monetary amount |
• Contract Value • Liability Cap • Annual Fee |
Specify currency handling Example: "Extract the liability cap amount. Output the number only; currency symbol is handled automatically. If multiple currencies are mentioned, use USD equivalent." |
Leaving ambiguous whether to include taxes, fees, etc. |
| Number | Quantities or percentages |
• Number of Licenses • Service Level Agreement (%): 99.9 • Payment Terms (days): 30 |
Specify units in field name Example: "Payment Terms (days)" not just "Payment Terms" |
Mixing different types of numbers |
| Short Answer | Brief text response (1-3 sentences) |
• Counterparty Name • Signing Authority • Contract Purpose |
Provide exact format Example: "Output as: Company Name (State of Incorporation)" |
When structured field would work better |
| Paragraph | Longer text needed |
• Scope of Services Summary • Termination Conditions • Special Terms & Conditions |
Still provide length guidance Example: "Summarize the scope of services in 2-3 sentences focusing on key deliverables." |
Using for data that should be structured |
When to Split Fields
Sometimes what seems like one field should be multiple:
❌ Single Field: "Contract Parties" ✅ Multiple Fields:
- "Customer Legal Name"
- "Customer Signing Authority"
- "Supplier Legal Name"
- "Supplier Signing Authority"
❌ Single Field: "Liability Caps" ✅ Multiple Fields:
- "General Liability Cap"
- "IP Infringement Liability Cap"
- "Data Breach Liability Cap"
- "Liability Cap Exclusions" (Multi-dropdown)
Why: Separate fields enable better filtering, reporting, and accuracy
4. Iterative Improvement & Testing
Good descriptions are rarely perfect on the first try. Here's a systematic approach to refinement:
The 20-minute Improvement Cycle
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Write Initial Description (5 min)
- Start with SPACE framework
- Include What, Where, How
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Test on Sample Contracts (5 min)
- Run on 5-10 representative contracts using the AI Sandbox
- Check AI Explanation for reasoning
- Note patterns in errors
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Identify Failure Patterns (2 min)
- Wrong value extracted
- Value not found when it exists
- Wrong format
- Ambiguity in similar clauses
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Refine Description (3 min)
- Add disambiguation
- Clarify edge cases
- Improve location hints
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Re-test & Validate (5 min)
- Test on same samples
- Check if improvements worked
- Test on new edge cases
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Deploy & Monitor (ongoing)
- Check extraction quality periodically
- Gather feedback from team
- Adjust as contract templates change
Using AI Explanations for Debugging
The AI Explanation tooltip is your best debugging tool.
To help you understand how SpotDraft AI makes its decisions, there's an additional output with every metadata extraction that explains the AI's reasoning. This adds a layer of transparency and makes the AI generated results more explainable, so that you can trust them better.
You can find this explanation in the tooltip by hovering over the "Suggested by AI" text next to the extracted value.
SpotDraft AI also outputs a reason for the values it couldn't extract in the contract. This may be because the value isn't present in the contract, or is ambiguous, or the AI simply misunderstood. You can leverage the reasons for such values to understand how the AI is interpreting your description and make necessary changes.
Here's how to interpret it:
Scenario 1: Value Not Found
AI Says: "The contract does not explicitly mention payment terms"
What This Means:
- The AI searched but couldn't locate the information
- Either: Value truly isn't there, OR
- Your description isn't pointing to where it actually appears
Fix It:
- Review contract manually - is the value there?
- If yes: Add section location hints
- If language is different: Add alternative phrasings
- If in non-standard location: Update "where" guidance
Scenario 2: Wrong Value Extracted
AI Says: "Based on Section 5.2, the renewal term is 1 year" Correct Answer: Initial term is 1 year (not renewal)
What This Means:
- AI found a duration but confused initial vs. renewal
- Description lacks disambiguation
Fix It: Add: "The initial term starting from the Effective Date, NOT including any renewal periods. If the contract states '1 year initial term with 1 year renewals', output only the initial 1 year."
Scenario 3: Incorrect Format
AI Says: "The liability cap is one hundred thousand dollars" Expected: 100000
What This Means:
- AI found the right value but wrong format
Fix It: Add: "Output as a number only without currency symbols or commas (e.g., 100000 for $100,000)"
Scenario 4: Ambiguous Answer
AI Says: "The liability cap could be $50,000 under Section 8.1 or $100,000 under Section 8.3"
What This Means:
- Multiple potential values exist
- Need to clarify which takes precedence
Fix It: Add: "If there are different caps for different types of claims, extract the general liability cap. If there is no general cap but only specific caps (e.g., for IP, confidentiality), extract the highest specific cap."
Common Failure Patterns & Solutions
| Failure Pattern | Common Cause | Solution |
|---|---|---|
| Always returns "Not Found" | AI searching wrong sections | Add section location hints |
| Extracts from Definitions section | Not enough context | Specify "Do not extract from Definitions" |
| Confuses parties | Unclear party reference | Always specify "Customer" or "Supplier" explicitly |
| Gets wrong date type | Multiple dates present | Clarify: "Effective Date, NOT Signing Date or Expiration Date" |
| Inconsistent format | No format specified | Provide exact output format with example |
| Extracts old value when amended | No amendment handling | Add: "Check for amendments that supersede original" |
Quality Assurance Checklist
Before finalizing a description, verify:
- Tested on at least 5 diverse contracts
- Extraction accuracy >75% on test set
- Output format is consistent
- Edge cases are handled
- Party roles are unambiguous
- Alternative terminology is covered
- Section locations are specified
- Amendment handling is addressed
- AI Explanation makes sense
- Team members can understand the description
5. Troubleshooting Common Issues
Issue: AI Keeps Extracting from Wrong Section
Symptom: AI finds the term in Definitions or Recitals instead of operative clauses
Solution: Add to description: "Do NOT extract from the Definitions, Recitals, or 'WHEREAS' clauses. Look for the operative provision in the body of the agreement."
Issue: AI Misses Information in Exhibits/Schedules
Symptom: Core data is in exhibits but AI only searches main agreement
Solution: Add to description: "This information may be found in Exhibit A, Schedule 1, or an attached Order Form. Be sure to check all exhibits and schedules, not just the main agreement."
Issue: Inconsistent Results Across Similar Contracts
Symptom: Same contract type giving different results
Causes:
- Templates evolved over time (old vs. new versions)
- Different drafters used different terminology
- Some contracts use non-standard formats
Solution:
- Review 5-10 contracts to identify variations
- List possible alternative phrasings in description
- Create separate metadata fields for substantially different templates
Issue: AI Hallucinates Values
Symptom: AI provides plausible but incorrect values
Common Scenarios:
- Infers implied obligations not stated
- Calculates values that should be extracted
- Makes assumptions about missing information
Solution: Add to description: "Only extract explicitly stated values. If the value must be calculated or inferred, output 'Not stated'. Do NOT make assumptions."
Issue: Multi-Party Contracts Cause Confusion
Symptom: Three-way agreements (e.g., Customer, Vendor, End User)
Solution: Expand party identification: "Extract the liability cap of the Vendor (also called 'Service Provider' or 'Company') to the direct Customer (also called 'Client' or 'Purchaser'). Do NOT include caps related to End Users, Subcontractors, or third-party beneficiaries unless they directly affect Vendor-Customer liability."
Issue: Conditional Clauses Create Ambiguity
Symptom: "If X then Y, otherwise Z" provisions confuse AI
Example: "If contract value >$100K, notice period is 90 days; otherwise 30 days"
Solution: Create separate conditional fields:
- Field 1: "Notice Period (High Value)" - for contracts >$100K
- Field 2: "Notice Period (Standard)" - for contracts ≤$100K OR use calculation logic in your systems post-extraction
Issue: Date Calculations Wrong
Symptom: Expiration Date extracted incorrectly when calculated from Effective Date + Term
Solution: Add: "Extract the explicitly stated Expiration Date or End Date. Do NOT calculate by adding the term to the effective date - find the actual stated expiration date in the contract."
Issue: Currency Conversion Confusion
Symptom: Contracts in mixed currencies
Solution: Add: "If the amount is in a currency other than USD, extract the amount in its original currency. Note the currency in the AI Explanation. Do NOT attempt to convert to USD."
Issue: Gradual Degradation Over Time
Symptom: Descriptions that worked well start performing worse
Causes:
- Contract templates changed
- New contract types introduced
- Company terminology evolved
- New amendments or riders added
Solution:
- Schedule quarterly description reviews
- Update descriptions when templates change
6. Specific Examples by Contract Type
| Contract Type | Field Name | Field Type | Description |
|---|---|---|---|
| Master Service Agreements | Term Length | Text | The initial term of the Master Service Agreement starting from the Effective Date, NOT including any renewal periods or subsequent Statements of Work. This is typically found in the 'Term' or 'Term and Termination' section. Output in years (e.g., if '36 months', output '3 years'). If perpetual until terminated, output 'Perpetual'. |
| Master Service Agreements | Auto-Renewal | Yes/No | Whether the MSA automatically renews for successive terms. Output 'Yes' if the agreement states it will renew automatically unless either party provides notice of non-renewal. Output 'No' if renewal requires affirmative action, mutual written agreement, or execution of a new agreement. Look for phrases like 'shall automatically renew', 'unless terminated by either party', or 'successive terms of [X]'. |
| Non-Disclosure Agreements | NDA Type | Dropdown | Determine whether this is a mutual or one-way NDA. Output 'Mutual' if both parties exchange confidential information and have reciprocal obligations. Output 'One-Way - Company Receiving' if we are only receiving their information. Output 'One-Way - Company Disclosing' if we are only disclosing our information. Look for language like 'the parties agree to mutually exchange' (Mutual) vs 'Company A agrees to disclose to Company B' (One-Way). Options: Mutual, One-Way - Company Receiving, One-Way - Company Disclosing |
| Non-Disclosure Agreements | Confidentiality Period | Text | The duration for which received confidential information must be kept confidential, starting from the date of disclosure. This is typically found in sections titled 'Term', 'Duration of Confidentiality', or 'Survival'. Output in years. If the obligation is perpetual or has no time limit, output 'Perpetual'. Common phrasings include 'for a period of [X] years from the date of disclosure' or 'shall survive for [X] years after termination'. |
| Employment Agreements | Base Salary | Number | The annual base salary of the employee, excluding bonuses, equity, benefits, or other variable compensation. This is typically stated in the 'Compensation' or 'Salary' section. Output as annual amount in USD. If stated as hourly or monthly, convert to annual (hourly × 2080 hours, monthly × 12 months). Example: if '$50 per hour', output '104000'. |
| Employment Agreements | IP Assignment Scope | Multi-Dropdown | Determine what intellectual property the employee assigns to the company. Look in the 'Intellectual Property' or 'Inventions' section. Select all that apply based on the contract language. Options: All Work Product, Work-Related Inventions Only, Excludes Prior Inventions, Excludes Personal Projects |
| Software License Agreements | License Type | Dropdown | Determine the license duration model. Output 'Perpetual' if the license is granted in perpetuity with no expiration (though support may be term-based). Output 'Term-Based' if the license expires after a specific term unless renewed. Output 'Subscription' if the license is granted on a recurring subscription basis (monthly, annually). Look for phrases like 'perpetual, irrevocable license' (Perpetual), 'for a term of [X] years' (Term-Based), or 'subscription period' (Subscription). Options: Perpetual, Term-Based, Subscription |
| Software License Agreements | Concurrent Users vs Named Users | Dropdown | Determine the user licensing model. Output 'Concurrent Users' if the license limits the number of users who can access simultaneously. Output 'Named Users' if specific individuals are licensed regardless of simultaneous use. Output 'Unlimited' if no user limit exists. Output 'Site License' if all users at specific locations are covered. Look in the 'License Grant' or 'Scope of License' section. Options: Concurrent Users, Named Users, Unlimited, Site License |
| Data Processing Agreements | Data Processor Role | Dropdown | Determine our company's role under this DPA. Output 'Company is Processor' if we process personal data on behalf of the other party (the controller). Output 'Company is Sub-Processor' if we are a sub-processor for another processor. Output 'Company is Controller' if we determine purposes and means of processing (rare in DPAs). Look for defined terms 'Processor', 'Data Processor', 'Controller', 'Data Controller' and identify which party is defined as each. Options: Company is Processor, Company is Sub-Processor, Company is Controller |
| Data Processing Agreements | Data Subject Rights | Multi-Dropdown | Identify which data subject rights the processor must assist with. This is typically in sections titled 'Data Subject Rights', 'Individual Rights', or 'Controller Requests'. Select all rights that the processor agrees to facilitate or assist with. Look for references to GDPR Articles 15-22 or CCPA rights like 'right to delete' or 'right to know'. Options: Access, Rectification, Erasure, Data Portability, Restriction of Processing, Object to Processing |
| Sales Order Forms / SOW | Total Order Value | Number | The total amount payable under this specific order or SOW, including all line items but excluding taxes and shipping unless explicitly included. This is typically found in a 'Pricing' section, 'Total' line, or 'Investment' section. Sum all recurring and non-recurring fees for the full term of this specific order. If there are optional items, include only committed items. Output as a number without currency symbols. |
| Sales Order Forms / SOW | Payment Schedule | Paragraph | Extract the complete payment schedule for this order. Include payment amounts, due dates, and conditions. Output format: [Payment X]: [Amount] due [Date/Trigger]. Example: Payment 1: $50,000 due upon order execution; Payment 2: $50,000 due 30 days after delivery; Remaining $25,000 due Net 30 monthly. If the payment is simply 'Net X days after invoice', state that. |
7. Advanced Techniques for Power Users
Technique 1: Using AI Explanation for Data Enrichment
You can instruct the AI to put additional context in the explanation field that you can parse programmatically.
Example: "Extract the termination notice period in days. In the AI Explanation, output the specific contract reference in this format: 'REFERENCE: Section [X], Clause [Y]'."
Use Case: Building citation databases or audit trails
Technique 2: Extraction with Confidence Levels
For critical fields, ask the AI to express certainty.
Example: "Extract the liability cap amount. In the AI Explanation, start with 'CONFIDENCE: HIGH' if explicitly stated, 'CONFIDENCE: MEDIUM' if implied from context, or 'CONFIDENCE: LOW' if ambiguous or inferred."
Use Case: Flagging items that need manual review
Technique 3: Multi-Field Validation Logic
Use AI Explanation to validate related fields.
Example (for Expiration Date field): "Extract the contract expiration date. In the AI Explanation, also state the Effective Date and Term Length you found, so we can verify: Expiration Date = Effective Date + Term Length."
Use Case: Quality assurance and error detection
Technique 4: Handling Tables and Schedules
For fields that reference complex tables.
Example: "Extract the Year 1 total fees from the Pricing Schedule (typically Exhibit A or Schedule 1). This may be presented as a table with columns like 'Year', 'Subscription Fee', 'Support Fee', etc. Sum all Year 1 fees excluding one-time setup costs. If the table uses fiscal years instead of calendar years, extract Fiscal Year 1. In the AI Explanation, specify which exhibit and which rows were summed."
Use Case: Complex pricing extractions
Technique 5: Jurisdictional Variations
When contracts have jurisdiction-specific provisions.
Example: "Extract the applicable data privacy law. Look for references to GDPR, CCPA, PIPEDA, LGPD, or other data protection regulations. If multiple apply based on geography, list all separated by semicolons. If no specific law is mentioned but the contract refers to 'applicable data protection laws', output 'General - [Governing Law Jurisdiction]' using the jurisdiction from the Governing Law clause."
Use Case: Multi-jurisdictional compliance tracking
Technique 6: Amendment Reconciliation
For complex amendment scenarios.
Example: "Extract the current liability cap including all amendments. Start with Schedule A of the original agreement dated [DATE]. Then check for Amendment No. 1 (dated [DATE]), Amendment No. 2 (dated [DATE]), etc. Use the most recent amendment value. In the AI Explanation, specify: 'Original value: $X [from Document Y], Modified by Amendment No. Z to: $A'."
Use Case: Contract amendment audit trails
Technique 7: Negation Handling
When presence vs. absence is critical.
Example: "Determine if there is a Most Favored Customer clause. Output 'Yes' ONLY if there is explicit language guaranteeing the customer pricing equal to or better than any other customer. Output 'No' if no such clause exists or if pricing protection is limited (e.g., 'within same industry' or 'same sized customers'). Look for phrases like 'most favored', 'pricing parity', 'best pricing', or 'no less favorable terms'."
Use Case: Identifying high-risk contractual commitments
8. Quick Reference Guide
Sample Description Template
[WHAT]: The specific information to extract
[WHERE]: Typically found in [Section Name] or [Exhibit X]. May also be labeled as "[Alternative Term 1]" or "[Alternative Term 2]"
[HOW]: Output as [format] (e.g., [example])
[EDGE CASES]:
If [scenario 1], output [value 1]
If [scenario 2], output [value 2]
If not found or ambiguous, output [default value]
[VALIDATION]: In the AI Explanation, include [validation info]Common Patterns Library
Liability Caps: "The maximum amount [PARTY] is liable to pay [OTHER PARTY] for [CLAIM TYPE]. Typically in 'Limitation of Liability' section. Output as number only. If uncapped/unlimited, output '0'. If multiple caps exist, extract [specify which]."
Notice Periods: "The number of days advance written notice required from [PARTY] to [ACTION]. Output in days only. If in months, convert (assume 30 days/month). If 'immediate' or 'upon receipt', output '0'."
Party Names: "The full legal name of [ROLE PARTY] as stated in the preamble or signature block, including entity type (Inc., LLC, Ltd.). Also referred to as '[ALTERNATIVE TERM]' in the agreement. Output without address or jurisdiction."
Dates: "The [DATE TYPE] as explicitly stated in [LOCATION]. NOT the [OTHER DATE TYPE]. Format: MM/DD/YYYY. If only month/year, use [last/first] day of month."
Renewal Terms: "Whether the agreement [RENEWAL BEHAVIOR]. Output 'Yes' if [CONDITION FOR YES]. Output 'No' if [CONDITION FOR NO]. Look for phrases like '[COMMON PHRASINGS]'."
8. Using "Generate Description" or "Enhance Description"
As a starting point, the "Generate Description" button can be helpful for creating your descriptions. It automatically generates a description based on the contract type, metadata type, and label. However:
- AI-generated descriptions are more generic and may not work well for unique or complex metadata fields.
- Sometimes, AI-generated descriptions miss the point or phrase the question differently than intended.
Instead, to ensure better descriptions are created, you can start off with a simple draft in plain english, and use the "Enhance Description" button. This will convert your description into something more suitable for the AI to understand. Manually adding information specific to your context, and letting the "Enhance Description" functionality take over the rest is the best way to make use of this feature. This specific information may look like:
- Any examples that might be relevant. For ex: "Liability cap is $10,000"
- Any special format instructions. For ex: "Capture the number of rooms in the format Room Type: Room Quantity"
- Any hints or cues to where such data might be found in the contract. For ex: "The Liability Cap might be found in the Limitation of Liability Section in the contract"
| Note: Generative AI is experimental and can make mistakes. Smart Data Capture is built to help you significantly reduce the time it takes to extract information from contracts, but any information should be reviewed manually to ensure correctness. |