Examples of Setting up Alternate Clauses

This topic uses the example of jurisdiction clauses to illustrate two different ways of setting up alternate clauses.

Suppose for example, that the standard jurisdiction for your contracts is the State of Delaware but you want to permit contract authors to select the following jurisdictions:

• San Jose, California

• San Mateo, California,

• Miami-Dade County, Florida

There are two ways of setting up the alternate clauses:

• Create a separate alternate clause for each jurisdiction

  During authoring agents must find and select the clause they want to use.

• Create one alternate clause and use a variable to supply the different alternate jurisdictions

  During authoring, agents select the alternate clause and then supply the jurisdiction by entering the variable value while running Contract Expert.

Creating Separate Alternate Clauses

Use this method to create one clause for each jurisdiction. Here is the setup for this example:

1. Create the standard jurisdiction clause for State of Delaware.

2. Associate the standard clause with a Contract Terms Template that will be used to default it into contracts.

3. Create the three alternate clauses:

   • Alternate Clause 1: San Jose, California

   • Alternate Clause 2: San Mateo, California

   • Alternate Clause 3: Miami-Dade County, Florida

   Because you want each alternate clause to have the same title, Jurisdiction, you must use both the Clause Title and the Display Title fields when you create each alternate. Your entry in the Clause Title must be unique, for example, Jurisdiction_1, Jurisdiction_2, and Jurisdiction_3. But you can enter Jurisdiction in the Display Title field to make the same title appear in the printed contract for all the clauses.

4. Specify the alternate relationship between the different clauses:

   • The standard clause is an alternate of Alternate Clause 1

   • The standard clause is an alternate of Alternate Clause 2

   • The standard clause is an alternate of Alternate Clause 3

   • Alternate Clause 1 is an alternate of Alternate Clause 2

   • Alternate Clause 2 is an alternate of Alternate Clause 3

   • Alternate Clause 1 is an alternate of Alternate Clause 3

During authoring, agents are alerted to the presence of the alternate clauses by an icon and can select any one of the alternate clauses to replace the standard clause.

Creating One Alternate Clause with Variables

If you want to minimize the number of alternate clauses you must create to just one, use this alternate setup:

1. Create the standard jurisdiction clause for Delaware.

2. Associate the standard clause with a Contract Terms Template that will be used to default it into contracts.

3. Create one alternate clause with two variables: one for the county and one for the state:

   This agreement is governed by the substantive and procedural laws of [@State of Jurisdiction@] and you and the supplier agree to submit to the exclusive jurisdiction of, and venue in, the courts in [@County of Jurisdiction@] County, [@State of Jurisdiction@], in any dispute arising out of or relating to this agreement.

4. Specify the alternate relationship between the standard clause and the alternate clause.

During authoring, agents are alerted to the presence of the alternate clause by an icon. Agents who select the alternate clause must run Contract Expert and enter the state and county variable values.