AllSearch can be a useful tool in the sphere of transactional law. AllSearch allows transactional attorneys to create databases of templates or forms of agreements that can be quickly and easily searched to locate useful contract forms or clauses. Additionally, AllSearch can be used to quickly search through due diligence materials during the course of a transaction. These uses are described in greater detail below.
For help on how to create an AllSearch database, please view the following Help Article: How do I use AllSearch?
I. Contract Templates
In the following example, the AllSearch database holds over 200 contracts. The owner of this database (the “User”) uses these contracts as templates for drafting agreements. Here, the User wants to find sample language for a non-compete clause to use in an agreement they are drafting. Therefore, the User searches within their database using a Parallel Search regarding competition, as shown below.
The search sentence may not contain the exact wording the User wants to include in their final draft of the agreement, but it allows them to locate contracts in the database that contain conceptually similar provisions. The results of this search are below:
The User was able to quickly gather a number of sample non-compete clauses and can now review them to find the one that best fits what they are looking for. In this way, the User is able to avoid the arduous task of manually reviewing their templates to locate an appropriate provision.
II. Due Diligence
In this example, the User is representing the Buyer in an acquisition. The Seller has provided the Buyer with hundreds of documents to review for the purposes of the Buyer’s due diligence, including the Seller’s financials, corporate governance documents, and contracts with vendors and customers. The User has created an AllSearch database to house all of these documents. Now, the User wishes to quickly search through all the documents to locate any agreements between the Seller and a third party that require notice or consent of the third party to assign the agreement to the Buyer. The User can use a Parallel Search to locate agreements within the database that have a Change of Control or Assignment clause. For instance, the User might try the below Parallel Search:
The results of this search allow the User to quickly review documents in the database that contain conceptually similar provisions, as shown on the below results page.
AllSearch allows users to quickly locate documents containing certain concepts, even if they don’t know the exact words used within the document. This will be an enormous timesaver when users have to quickly review large volumes of documents.