01 Jan Information Design: Navigation
I’ve often said that a contract is nothing more than a written description of a business relationship. Often times this relationship can get complex. Maybe you have a contract that is pretty long, such as the purchase or sale of a business. This is usually a very long contract with a lot of concepts, relationships, and moving parts. There needs to be a clear understanding of where things are within the contract. That is where navigating the contract becomes important. These are contracts that are going to be read and reviewed by counsel, particularly when you are dealing with hundreds of thousands or even millions or billions of dollars.
It is helpful to have some way of navigating a contract so that readers can get where they need to be quickly. Most people will tell you that is what a table of contents is for. But what if there is a different way?
One method that I started studying a while back was the use of a topic map. A topic map will look across multiple pages, which could include schedules, appendices, definitions, etc, and summarize that information in a special kind of table of contents.
Let’s take an example. Perhaps we are preparing a merger acquisition. There are multiple things that are going on in terms of assets. Maybe there is some real estate, maybe some intellectual property, or even physical assets such as machinery or vehicles. Spaced throughout the contract in various schedules there will be references to the various kinds of property. Let’s say in this case there are a couple of sections that deal with real estate. Then later on, there is a discussion about owned real estate and leased real estate. Then after, there are some charts and schedules on the location, real property, and also appendices that deal with the lease.
What you can do here is indicate the ten places where real property is discussed. Then, a lawyer who is reviewing the document could focus their energy on real property topics as a whole. It makes it easier to put the pieces together of multiple complex topics that fall into one long contract.
This idea usually is best for longer contracts, but if you are putting together an executive summary for a customer on a smaller contract (fifteen to twenty pages), you can also use this topic summary or topic map to help guide readers into where the relevant information is. You can present this as an alternative table of contents. Rather than a straight page one to twenty, you might have the table of contents categorized into sections such as service delivery and payment, delivery schedules, dispute resolution, indemnification, etc. This would make the table of contents alphabetized with the relevant sections indicated (almost like a glossary).
One of the problems that this is solving is helping the reader find out the information that is most important to them, and guiding them to where that is. If it is going to be in multiple places, you are telling people exactly where it is.
Navigating around long contracts can be almost mind-numbing. But, structuring it in an easy-to-follow fashion will go a long way to help your customers and clients understand the contract that you are presenting to them.
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