When you upload an agreement that doesn't contain tracked changes, Gerri automatically analyzes it as a clean agreement and flags any terms that don't match your playbook. This article walks you through how to read that analysis, make decisions on each issue, and draft a response to send back to your counterparty.
NOTE: Gerri automatically runs a clean agreement review on uploaded agreements if the file is a PDF or a DOCX with no tracked changes.
How Gerri Evaluates a Clean Agreement
When Gerri receives a clean agreement, it runs two passes against your playbook.
First, it works through the summary topics defined in your playbook and generates
both a short summary and a detailed breakdown for each one, giving you a plain-language picture of how the agreement handles its key terms.
Second, it evaluates every rule in your playbook against the agreement, flagging anything that runs afoul of your rules as a potential issue.
Understanding the Review Results
Once the analysis is complete, you'll land on the Review details page. The Results section at the top shows a count of potential issues Gerri identified - this count updates as you make decisions on each issue.
The Summary of positions section gives you a plain-language overview of how the agreement handles its key terms. Click Expand all to see the detailed breakdown, including references to the specific sections Gerri analyzed. To add, edit, or remove the topics that appear in this section, go to Playbooks in the left navigation and click Edit your summary topics. See Managing Summary Topics for details.
On the right, the Issues panel lists each flagged topic - things like Assignment, Governing Law, or Limitation of Liability. Only topics with potential issues appear here - if a topic isn't listed, it means the agreement passed that rule and there's nothing to flag.
The Actions panel gives you several options from the review page:
Download - downloads the original agreement as uploaded
Draft a response - generates a summary email of your confirmed issues to send to your counterparty
Rerun with current playbook - re-analyzes the agreement using your latest playbook rules
More > Archive this review - archives the review when it's no longer active
NOTE: Gerri's analysis is based on your active playbook. If you've recently updated your playbook and the results don't reflect those changes, click Rerun with current playbook to refresh the review.
Reviewing Each Issue
Click any item in the Issues panel to open its detail view. Each issue includes:
A plain-language description of what Gerri found in the agreement
Reasoning - an explanation of why this was flagged based on your playbook rules
Possible Remedy - suggested language you could use to address the issue in negotiation
On the right side of the issue detail, you'll see a Your review panel with two options:
Approve for this agreement - the clause is acceptable for this deal and you're comfortable moving forward
Confirm this is a problem - this is a real concern you want to raise with your counterparty
Select one and click Submit decision. The issue's status updates immediately and is recorded in the review history. If you change your mind, click Edit decision on the issue to update it - the History panel keeps a full audit trail of every decision made, including who made it and when.
If you want to change the underlying rule that triggered the flag - for example, so this type of clause won't be flagged in future reviews - click Update your rules to go directly to your playbook.
Ask About This Review
At any point during your review, you can click Ask about this review to open a chat with Gerri. Gerri has full context of both the agreement and the analysis, so you can ask things like what the business impact of a particular clause might be, how significant an issue is, or how a specific term compares to what your playbook expects. Type your question in plain language and Gerri will respond based on the specifics of the agreement.
After All Decisions Are Made
Once you've made a decision on every issue, use Draft a response to generate a summary email. Gerri compiles all the issues you marked as Confirm this is a problem into a ready-to-send email body. Copy the language and paste it into your email client to send to your counterparty.
NOTE: Only confirmed problems appear in the draft response. Issues you approved are not included.
