A Reader Question Regarding Voluminous Schedules

Today I received the following inquiry from a reader:

I’m in a transaction involving an asset purchase agreement that provides for many schedules, and those schedules will consist many pages listing assets owned, licensed, etc. If we print and attach all of the lists the final document will be many inches thick.

There has to be a way to capture the details in an electronic format (disk or portable drive) and then refer to the format as being part of the agreement.

So it’s about (1) what technology to use to capture the data, and (2) how to describe the technology in the agreement and incorporate the contents into the agreement?

What are transactional lawyers doing these days over these issues? I appreciate any comments or direction you might have.

I’m sure that some of you out there would be better placed than I am to suggest how this could be handled. I invite you to comment.

Updated 6:00 p.m., June 26, 2013. Two suggestions on Twitter:

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on “A Reader Question Regarding Voluminous Schedules”

  1. I’d be interested in others thoughts, but I’d be inclined to avoid any type of electronic media, which has the chance of failure (e.g., if you use a hard drive or thumb drive, and it dies, then what happens?). I think a CD or DVD might be acceptable, but those have the chance of becoming obsolete and decay over time. One possibility might be to upload the files to Google Docs, DropBox or similar site, and then say that the files at the listed URL are incorporated into and made part of the agreement. You could also include language that would allow the parties to change the URL from time to time upon notice, just like a notice provision.

    • Evan, I agree about not using a thumb drive. For long-term storage, even optical media such as CD-ROMs and DVDs can be problematic.

      I also see a problem with using Google Docs and DropBox as the permanent archival copy: You have to have a Google or DropBox account to upload the documents. If for some reason that account is terminated (e.g., if the account holder stops paying), then the documents might be purged.

      The Internet Archive (archive.org) seemed promising, but it appears that anything uploaded there is publicly available, which likely would be a problem.

      Another solution might be to distribute the problem: One side attaches an electronic PDF copy of the schedules to an email and sends it to the other side, asking the other side to reply with an email confirming that the PDF was indeed what they expected. (Acrobat Pro has a document-comparison feature that should be useful.) That way, each side has a putatively-accurate copy sitting in its email servers. Any future disputes about whether one side’s archival copy is still accurate can be sorted out (or fought out) in the usual way; the possibility of a document copy being corrupted isn’t unique to electronic formats.


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