CRIV CONNECTION

Author: Laurel Moran, Assistant Director, Legal Information Management, San Diego Law Library

As an acquisitions librarian and purchaser of legal information for my library, I often review contracts, licenses, and terms and conditions that are geared more toward law firms than public libraries. Each renewal, I must look through documents for potential changes in language from the last year, add terms and conditions for the licenses, etc. It is a pain point and takes time manually red-lining and then asking for modifications when needed for our library. We do not always have ready access to counsel to review these unless there are very problematic terms.

I have been paying attention to and admiring all the legal tech available to law firms and lawyers. Most of those products are not suitable for our public law library or even available to us yet. However, I got an idea to trial one vendor’s product, Spellbook, to see if I could potentially use it to help in contract review.

Spellbook is an AI-powered contract review tool built for the legal profession. They were open to my idea and a trial was readily available. I appreciated the open information on how the company treats information, privacy, and more available on their site. I was not planning on entering any information other than publicly available vendor terms and conditions anyway, but it was reassuring for this trial to read the terms “zero data retention” and “encryption in transit and at rest.”

My test plan was to input one document: the public terms and conditions for one of our licensed subscriptions. The terms and conditions are those we have reviewed and requested modifications already for our public law library. Often, we must adjust generic terms that apply to law firms. The test was whether Spellbook would catch the same issues we had identified, or would AI find more?

Spellbook works as a Microsoft Word add-in, so our IT department approved the trial and installed the add-in to Word on my computer. I then got an authentication key for the trial and was up and running with a quick in-person tutorial. While Spellbook does offer drafting help, I was most interested in asking questions and reviewing particular clauses. My trainer suggested a custom review with the question posed “Are there problematic clauses for public libraries in this document?” Spellbook made four suggestions. The first two deemed high priority or critical are clauses for which we have secured a vendor modification to the wording in our order/contract. The affirmation of our prior review was gratifying.

Here are a few examples of the details that Spellbook flagged with this inquiry.

1. The first clause requires subscription products purchased on behalf of an organization may only be accessed by employees or individuals with a formal relationship to the entity making the purchase.

Of course, our question with this language was whether library walk-in patrons were deemed to have a sufficient formal relationship? We did get language to modify this term. What did Spellbook say?

“This clause creates significant ambiguity around whether library patrons qualify as authorized users. The term “formal relationship” is vague and could be interpreted to exclude regular library patrons who do not have formal membership or employment relationships with the library. This could severely limit the library’s ability to provide access to its patrons.”

Spellbook also offers the ability to redline and make negotiating points on clauses like this.

• The additional terms of the agreement defines reasonable use as 500 pageviews and 100 printed pages per day.

That term was not going to work for a public library with multiple users and we of course have already negotiated higher limits. What did Spellbook think of this clause? It did flag this as a high priority and commented:

“These usage limits could be problematic for public libraries serving multiple patrons throughout the day. The per-day limits do not account for multiple users accessing the system through shared library resources.”

There were a few other items identified as potential issues which I reviewed and determined were fine for us. Overall, I was intrigued by this type of tool for use in acquisitions and see a definite possibility for future application in reviewing contracts, particularly when a lot of renewals come up. Of course, human review and human context will always be warranted. But as a double-check and another set of “eyes,” why not?