Checking for Drafting Errors

Contract Tools checks for the following kinds of drafting errors:

Not defined: Capitalized words and phrases that are not uses of a defined term.
Duplicate defined terms: Defined terms that are defined more than once.
Miscapitalized defined terms: Uses of defined terms with inconsistent letter case.
Formatting inconsistencies: Inconsistently formatted provision titles, defined terms, cross-references, and ancillaries (available in Word 2010 and later).
List order: Problems with the order of provision numbers, inline list markers (such as (a) (b) (c) and (i) (ii) (iii)), and defined terms in definitions lists.
Unmatched punctuation: Unmatched parentheses, brackets ([ ]), braces ({ }), curly double quotation marks (“ ”), and guillemets (« », ‹ ›).
Broken Ref fields: Ref fields whose Bookmark property is unknown. For example, if you convert a cross-reference to a field, and then delete the item to which the cross-reference refers, the field is flagged as a drafting error. To learn about Ref fields, search for “ref field” in Word Help.

To learn about	Go to
Provisions	Working with Provisions
Defined terms	Working with Defined Terms
Cross-references	Working with Cross-References
Ancillaries	Working with Ancillaries
Inline lists	Working with Inline Lists and Proviso Lists

Contract Tools ignores some errors by default. To choose the kinds of errors that Contract Tools ignores, show the Contract Tools pane, click the Analysis Settings button, and then use the Drafting Errors controls.

Here are errors that Contract Tools ignores by default:

Adjacent uses of defined terms: When Contract Tools checks for capitalized words and phrases that are not uses of a defined term, it ignores adjacent uses of defined terms.
Duplicate defined terms: When Contract Tools checks for duplicate defined terms, it ignores different forms of the same defined term (for example, “Company”, “Companies”, and “the Company”) that appear in the same paragraph.
Miscapitalized defined terms: When Contract Tools checks for miscapitalized defined terms, it ignores all-uppercase and all-lowercase text. For example, if Material Contract is a defined term, Contract Tools finds material Contract, but not material contract.

Capitalized words and phrases: Contract Tools ignores many kinds of capitalized words and phrases when it checks for those that are not uses of a defined term. To select the kinds of capitalized words and phrases that Contract Tools ignores, click Exclude below Drafting Errors in the Analysis Settings view, and then select the kinds of capitalized words and phrases you want Contract Tools to ignore.

Select this	To make the Proofreader ignore these kinds of capitalized words and phrases
Accounting and finance terms	Goldman, Sachs & Co. PricewaterhouseCoopers Baa3 New York Stock Exchange The Wall Street Journal
Arbitration forums	American Arbitration Association Judicial Arbitration and Mediation Services JAMS
Business entities	Paper Software LLC Paper Software, Inc. OOO Paper Software Paper Software, SA/NV Paper Software s.à r.l.
Business entity terms	Board of Directors Audit Committee Chief Executive Officer Assistant Secretaries Articles of Formation Class A Series B
Canadian government bodies	Bank of Canada Canada Mortgage and Housing Corporation Department of Foreign Affairs and International Trade
Canadian statutes	Bankruptcy and Insolvency Act Food and Drugs Act Winding-up and Restructuring Act
Contact information	Attention Facsimile Email
Dates and times	Midnight Friday December Eastern Standard Time
Government bodies	Consumer Financial Protection Bureau Department of Justice Ministry of Defence
Incentive plans	Approved Share Option Scheme Long Term Incentive Plan Restricted Stock Plan
Intergovernmental organizations	European Union United Nations World Trade Organization
Jargon	Amended and Restated Plan of Merger Article Federal Form of Notice Stock Purchase Agreement Risk Factors
Law firms	Adams and Reese Krieg DeVault Wyatt, Tarrant & Combs
Medical and scientific terms	COVID Good Clinical Practices New Drug Application
Names and honorifics	James Smith, Esq. Dr. Mary Johnson
Places	Central America United States of America British Columbia New York City Bailiwick of Guernsey
Regulations and forms	International Traffic in Arms Regulations Form W‑8BEN Regulation S‑X Rule 144A Schedule 14D‑9
Self-regulatory organizations	Accounting Principles Board Financial Industry Regulatory Authority Public Company Accounting Oversight Board
Statute titles	Bankruptcy Code Companies Act Treaty of Amsterdam
Technology terms	PDF Internet MIT License
UK government bodies	Bank of England Financial Services Trade and Investment Board Her Majesty’s Treasury
UK public general acts	Contracts (Rights of Third Parties) Act Financial Services (Banking Reform) Act Income and Corporation Taxes Act
Uniform laws	National Conference of Commissioners on Uniform State Laws UCC Uniform Gifts to Minors Act
US federal courts	Supreme Court of the United States United States Court of Appeals for the Second Circuit United States Court of Federal Claims Southern District of New York
US federal government bodies	Federal Reserve System Patent and Trademark Office Electronic Data Gathering, Analysis, and Retrieval System Flood Insurance Rate Map
US federal statutes	COBRA Food, Drug, and Cosmetic Act Worker Adjustment and Retraining Notification Act
US state business entity regulators	Delaware Secretary of State Secretary of State of New York Virginia State Corporation Commission
US state business entity statutes	General Corporation Law of the State of Delaware New York Partnership Law Beverly-Killea Limited Liability Company Act
US state courts	Delaware Court of Chancery New York Supreme Court California Court of Appeal for the First District

Contract Tools always ignores the following kinds of capitalized words and phrases when it checks for those that are not uses of a defined term:

All caps: Contract Tools ignores paragraphs set in all uppercase letters (all caps).
Alphanumeric codes: Contract Tools ignores alphanumeric codes (such as B26354).
Capitalized words at the beginning of sentences: Contract Tools ignores capitalized words that appear only at the beginning of sentences. In addition, Contract Tools ignores words commonly used to begin sentences (such as The, Each, and Notwithstanding) when they appear at the beginning of sentences, even if they also appear elsewhere.
Currencies: Contract Tools ignores currencies (such as US Dollars, USD, Euros, and EUR). To learn about the currencies Contract Tools detects, see Finding Amounts of Money.
Numbers: Contract Tools ignores numbers (such as One, One Hundred Million, and First).
Provision titles: Contract Tools ignores provision titles when they appear at the start of a provision and when they appear within parentheses or brackets ([ ]).
Quotation marks: Contract Tools ignores capitalized words and phrases enclosed in double quotation marks (“ ”, " ") or guillemets (« », ‹ ›).
Singular and plural forms of defined terms: You may use singular defined terms in their plural forms, and plural defined terms in their singular forms (for example, you may define Subsidiary but use Subsidiaries). Contract Tools ignores singular and plural forms of defined terms. To learn about defined terms, see Working with Defined Terms.

Note: Contract Tools does not check for drafting errors in comments, footnotes, and endnotes (search for “comments”, “footnotes”, and “endnotes” in Word Help to learn more).

To learn about ways to review drafting errors, see Reviewing Drafting Errors. To learn how to manage drafting errors, including how to ignore drafting errors, see Managing Drafting Errors.