clausebyclause

Clausebyclause is a term used in contract drafting and analysis to describe an approach that treats a document on a clause-by-clause basis. It emphasizes evaluating and drafting each clause separately to ensure clarity, defined terms, and consistent cross-references, while maintaining alignment with the contract’s overall purpose. The method is applicable in manual drafting as well as in automated contract review workflows, where software tools generate clause-by-clause checks or annotations.

Origin and use: The phrase appears in contemporary legaltech discussions as a descriptive label for modular review processes. It is not universally standardized but reflects a growing preference for granular analysis in contract management.

Process: Typical steps include listing all clauses with their numbers, summarizing each clause’s function and obligations, verifying definitions and cross-references, assessing risk and enforceability, and harmonizing terminology and party responsibilities. A clause-by-clause report can accompany the final draft, noting deviations and suggested revisions.

Benefits: The approach can improve clarity, reduce ambiguity, facilitate negotiations, simplify updates, and support audit trails and regulatory compliance.

Limitations: It can be more time-consuming for long or highly interdependent documents, requires rigorous numbering and version control, and must be integrated with holistic contract analysis to avoid overlooking interactions between clauses.

See also: contract drafting, contract lifecycle management, clause taxonomy, natural language processing in law.