Document Assembly—Q&A with Laura N. Williams, General Counsel and Director of Legal Professional Services, Ixio Corporation

One unfortunate aspect of my life as a drafting ronin is that my workload is so utterly varied and unpredictable that I’m not able to use most of the information-technology tools that promise to brighten the life of the contract drafter. I’ve remained outside the candy store, with my nose pressed against the window.

In particular, I’ve long admired from a distance Ixio Legal QShift, which offers many of the advantages of the interview-driven document-assembly engines without the significant infrastructure that goes with them. (It’s currently in version 1.9.)

But several months ago David Munn, senior counsel at Fair Isaac Corporation and an Ixio Legal QShift power user, introduced me to Laura Williams of Ixio Corporation. (Click here to see David’s post about QShift version 1.8.) Since then, Laura has taken the time—probably more than she bargained for—to give me demos of QShift and discuss document-assembly generally. I’ve also been able to pick the brains of Martin Pagel, Ixio’s chief technology officer.

One result is that this fall, one session of my Penn Law contract-drafting class will be devoted to QShift, with David and Laura participating online and by telephone.

With this background, I thought it high time that I do a Q&A with Laura. Here it is:

Q: Laura, what is Ixio Legal QShift’s value proposition?

A: Ixio Legal QShift allows you to quickly generate a document using internally pre-approved text that is explained in commentary at the clause level. The end result is free of harmful metadata and exhibits consistent formatting. So as compared to the traditional “Open File—Save As” system of document drafting, Ixio Legal QShift offers the advantages of speed, improved quality-control, and a reduced likelihood of metadata mishaps.

Q: Why is there a need for QShift?

A: Drafting documents, whether it be an employee handbook, a lease agreement, or a software license agreement, can be a tedious and onerous process, especially if the drafter isn’t clear on which template or precedent to use. QShift provides a company, law firm, or other organization with a centralized location where users can draft documents from approved document models created collaboratively by approved authors (whether in-house lawyers or outside counsel). Guided by commentary provided by authors, users can select optional or alternative clauses.

Q: What features have your users found particularly useful?

A: For one thing, they appreciate that Ixio Legal QShift is easy and intuitive to use. In less than an hour, users can learn how to draft documents from pre-determined models.

Another important feature is that the “reusable answer file” allows drafters to enter variable data (such as party names and contact information, payment amounts and dates, and beginning and end dates) once for a particular matter or transaction, regardless of the number of document drafts generated. The answers are then automatically applied to the document draft in the appropriate places. Answers can be saved in a file in XML format for record-keeping and for drafting other documents related to the same matter or transaction.

Additionally, one clause can be shared across several documents, and if an author edits a shared clause for purposes of one document, those changes will be reflected in the other documents that contain that clause.

And by providing commentary, authors can guide drafters on the purpose of a given clause and whether to select a given optional clause. (Authors are those who input the content and design the document models; drafters are those users who use the system to create Word documents from the authors’ models. Authors are also drafters.)

Q: How does QShift compare with interview-driven, or “black box,” solutions such as HotDocs and DealBuilder?

A: Most document-assembly applications provide drafters with information and drafting decisions via a questionnaire-like dialog that is outside of a target document. This is also referred to informally as the “black box” method of document drafting, in that the drafter isn’t able to view the text of a document until a draft is generated based on the “answers” provided. Consequently, you don’t have access to optional clauses or other selections that might be available and relevant to a particular matter or transaction. By contrast, Ixio Legal QShift makes available to document drafters all mandatory and optional clauses and any background information (including Internet or Intranet links) the author entered at the document model or clause level. Also, black-box systems generally are logic-based systems with very high programming costs.

Note that because QShift is clause based rather than logic based, any information provided in the answer file is used to complete variable data (or fields) in a document; the answers can’t also be used to automatically select alternative clauses based on the answers.

Q: How does QShift tie in with other information-technology solutions that are being applied to contract work?

A: Ixio Legal QShift integrates with Microsoft Word (including Word’s style templates) to create documents with consistent, internally approved formatting. It can also integrate with other workflow solutions that use XML data, such as contract-lifecycle-management solutions (which track the contract approval process and variable data such as deadlines, expiration, and renewal dates) and document-management solutions (which index and store documents).

Q: What kind of deal workload is best suited to QShift?

A: Transactional lawyers in corporate law departments have been quick to recognize the value of Ixio Legal QShift. The work they do requires repeatedly creating new documents based on models, and it often involves creating multiple documents containing the same party names and other transaction-specific data. When this kind of drafting is involved, an organization that subscribes to Ixio Legal QShift can be comfortable that its drafters are producing cleanly-formatted documents using approved contract language and are taking advantage of the efficiencies offered by the reusable answer file.

Q: Would QShift be an appropriate solution for businesses of different sizes?

A: We offer subscription pricing—$99 per month per author and $59 per month per drafter. As a result, Ixio Legal QShift is affordable for a single user as well as a large law department, law firm, or other organization. Because Ixio Legal QShift is an ASP-hosted solution, our customers don’t need to rely on internal IT resources for implementation or server maintenance. Once they decide to subscribe to Ixio Legal QShift, they can be up and running the same day, regardless of the size of the organization and the number and location of its users. We also provide a broad range of training and implementation services.

Q: Who are some of your clients?

A: Fair Isaac Corporation, Ricoh Corporation, Irwin Home Equities, TVA Fire and Life Safety, Inc., to name a few.

Q: Have law firms expressed interest in QShift?

A: Certainly, in that we have some law-firm clients. But law firms don’t need to be clients in order to buy into QShift—they can provide a valuable service to a corporate client by providing it with law-firm-approved document models, clauses, and commentary (including guidance and regulatory and other updates) that, once loaded onto QShift, could form the basis for the client’s drafting.

Q: What are your expectations for QShift and for document-assembly generally in the legal profession?

A: Drafters of legal documents are increasingly under the microscope, due to an increased focus on corporate governance (including as a result of Sarbanes-Oxley), development of eDiscovery (and the related amendments to the Federal Rules of Civil Procedure), and the continued sensitivity of attorney-client confidences. These considerations require a reliable (that is, auditable) means of tracking who drafted what, when they drafted it, why they made the choices they did, and where it can be found. I think we’re steadily moving in that direction.

Q: Do you think lawyers are ready to embrace document assembly in general and QShift in particular?

A: Yes. We are seeing increasing interest in document-assembly programs in general and in Ixio Legal QShift in particular. As a rule, attorneys have been hesitant to embrace technology that affects their documents. But this reluctance is fading, as attorneys are realizing the benefits, in terms of quality control, efficiency, and malpractice avoidance, of using a centralized knowledge base to draft, quickly and from any location, contracts and other documents that use pre-approved text and formatting. Just as importantly, they’re also realizing the dangers of sticking with the traditional ways while the competition adopts new technologies.

Q: Laura, thank you very much. Anyone who wants to find out more about Ixio Legal QShift should go to www.ixio.com, call at 1-877-ASK-IXIO (877-275-4946), or e-mail sales@ixio.com. Click here to see Ixio’s press release announcing launch of QShift version 1.8; click here to see the press release announcing launch of version 1.9.