The ISLA Clause Library & Taxonomy is the result of one year of working group meetings, the purpose of which was to identify, for each of the 2000 GMSLA, the 2010 GMSLA and the 2018 Security Interest over Collateral GMSLA, how members configure and add to the standard provisions of the preprint documents when negotiating them.
Each amendment or addition to the proforma schedule was categorized based upon the business outcome rather than the wording used, and for each business outcome a model clause wording was defined. The intention is that the ISLA Clause Library & Taxonomy is a living document and will develop with the market as new clauses, variants or variable are utilized by members.
The purpose of the ISLA Clause Library & Taxonomy is not to restrict the ability of members to negotiate freely and draft to achieve the desired mutual outcome, but facilitate more efficient negotiations by providing a number of standardized outcomes and drafting to achieve those outcomes. The purpose of this guide is to provide some inspiration as to how to incorporate the ISLA Clause Library & Taxonomy into day to day working practices, including tooling to assist with the GMSLA contract lifecycle.
There are three major ways that ISLA recommends incorporating the ISLA Clause Library & Taxonomy into working practices:
- Template integration: incorporate the ISLA Clause Library & Taxonomy into GMSLA templates
- Negotiation fallbacks and playbooks: develop or enhance your negotiation fallbacks and playbooks to encompass the variants and variables contained within the ISLA Clause Library & Taxonomy
- Portfolio categorization: use the ISLA Clause Library & Taxonomy to categorize each term within your existing portfolio of documents in accordance with the clauses, variants and variables contained within the clause library