TenderMatrix / Shall statements
Shall statement extraction from an RFP
Shall, must and should are how a solicitation says what is binding. This page lists the words TenderMatrix reads, the type each one gives a row, which cue wins when a sentence has two, and the cases it gets wrong.
What a shall statement is
A shall statement is a sentence that creates an obligation on a named party, most often a bidder or the successful contractor. In procurement writing the convention is that shall and must are binding, should is desirable, and may is permission. A compliance matrix needs each of them as its own row, because the bid manager has to answer every shall and has to be able to show that none was missed.
The convention is not universal. Some documents define the words in a glossary and some use them loosely. TenderMatrix applies the common convention to every document and shows the word it relied on, so a reviewer can overrule a row in seconds.
The words that decide a row's type
These are the cue lists the converter applies. The Signal column in your matrix shows the cue that decided each row.
Mandatory
| Wording | Example | Signal |
|---|---|---|
| shall | The Contractor shall provide a service desk. | shall |
| shall not, must not | The Contractor shall not subcontract without written consent. | shall not |
| must | Tenderers must hold ISO 9001 certification. | must |
| is / are required to, obliged to | Personnel are required to hold clearance. | required to |
| is / are required | Proof of insurance is required. | is required |
| has to, have to, need to, needs to | The supplier needs to confirm stock levels weekly. | has to |
| is mandatory, is essential, is compulsory, or the word mandatory | Attendance at the site visit is mandatory. | mandatory |
| may not (lower case) | Bidders may not contact evaluators during the process. | may not |
| will followed by an action verb such as provide, deliver, ensure, maintain, submit, comply | The Offeror will provide a named project manager. | will provide |
Desirable
| Wording | Example | Signal |
|---|---|---|
| should | The system should support single sign-on. | should |
| is / are expected to | Bidders are expected to attend the briefing. | expected to |
| desirable, highly desirable | Experience in the education sector is desirable. | desirable |
| is / are encouraged, recommended, preferred, desired | Joint bids are encouraged. | encouraged |
| preferably, ideally, preferred | Ideally, the platform integrates with Jira. | preferred |
| nice to have | Offline mode is nice to have. | nice to have |
| would be an advantage, beneficial, welcome, valued, a plus | Training would be an advantage. | would be an advantage |
| ought to | The design ought to follow the style guide. | ought to |
| the Authority (or buyer, client...) would like, prefers, expects, encourages | The Authority would like weekly updates. | would like |
Informational
| Wording | Example | Signal |
|---|---|---|
| optional, optionally | Phase 2 is optional. | optional |
| may (see the note below the table) | Bidders may submit a variant bid. | may |
| for information, for reference, for awareness | This section is for information only. | for information |
| please note, note that, N.B. | Please note that the portal closes at noon. | note |
| is / are permitted to, allowed to, entitled to, free to | Bidders are permitted to attend by video. | permitted |
| at the sole discretion | Extensions are granted at the sole discretion of the buyer. | discretion |
| a buyer as the subject with shall, must, will or should | The Authority shall provide access to the site. | buyer: shall |
Question
| Wording | Example | Signal |
|---|---|---|
| the sentence ends with a question mark | Do you hold ISO 27001 certification? | ends with ? |
| opens with Describe, Explain, Outline, Detail, State how, Confirm whether, Identify how, How do..., What is... | Describe your approach to onboarding. | starts with describe |
Notes on the cue lists
- Should is not read as Desirable when it is conditional: Should the Contractor fail to deliver, ..., if the system should fail and it should be noted are not preferences.
- May counts as Informational inside numbered clauses, list items and tables, and in a sentence that opens with a bidder-type subject (Bidders may...). A buyer right such as The Authority may terminate produces no row at all.
- Will followed by an action verb is Mandatory. The action verbs are provide, deliver, supply, ensure, maintain, submit, comply, perform, support, implement, meet, demonstrate, include, offer, furnish, notify, report, host, train, install, configure, guarantee, warrant, certify and a few more of the same kind.
- Mandatory as a word counts, but non-mandatory and not mandatory do not.
Tags and table flags
Some RFPs mark the type themselves. A tag at the start or end of a sentence overrides every wording cue, and a flag column in a requirement table decides the row.
| Tag | Example | Type |
|---|---|---|
| (M) or [M] at the start or end of the sentence | Single sign-on support (M) | Mandatory |
| (D) or [D] | Single sign-on support (D) | Desirable |
| (O) or [O] | Single sign-on support (O) | Informational |
| Column header | Cell values | Type |
|---|---|---|
| M/D/O | M, Mandatory, Must, Shall, Essential, Required, Critical, Compulsory, Pass | Mandatory |
| M/D/O | D, Desirable, Should, Preferred, Recommended, Important | Desirable |
| M/D/O | O, Optional, May, Info, N/A, Reference | Informational |
| Mandatory? | Y, Yes (only under a Mandatory or Required header) | Mandatory |
| Mandatory? | N, No (only under a Mandatory or Required header) | Desirable |
| Priority | High, Highest, 1, P1, Critical (under a Priority header) | Mandatory |
| Priority | Medium, 2, P2 | Desirable |
| Priority | Low, 3, P3 | Informational |
| MoSCoW | Must have | Mandatory |
| MoSCoW | Should have | Desirable |
| MoSCoW | Could have, Won't have | Informational |
A table row is typed in this order: its flag, then its own wording read like any sentence, then the heading above the table. If none of those decides it, a column headed Question gives Question and a column headed Criteria gives Informational. A row that is still undecided is listed as Mandatory, with a note on the row and a warning on the desk, because an unflagged row in a requirement table is more often binding than not. Check those rows first.
The heading rule also applies outside tables. List items and short clauses with no modal verb that sit under a heading such as
Mandatory requirements, Desirable, Optional or Questions for bidders take that heading's type,
with the signal heading: mandatory (or desirable, informational, question) and a note on the desk.
When a sentence has more than one cue
The first match in this order decides the type.
- An explicit (M), (D) or (O) tag.
- The buyer as the sentence's subject with shall, must, will or should: Informational. A buyer may produces no row.
- A sentence that ends with a question mark: Question.
- A mandatory cue.
- Will followed by an action verb: Mandatory.
- A desirable cue.
- An informational cue.
- A question opener such as Describe or Explain: Question.
So The vendor shall provide training and should offer a manual is Mandatory, and Describe how the Contractor shall manage risk is Mandatory too, with the row also marked as asking for a written answer. A cue beats a question opener, but not a question mark.
A worked example
This clause group goes in:
## 4. Service levels 4.1 The Contractor shall maintain a service desk available 24 hours a day. 4.2 The Contractor should offer a named account manager. 4.3 The Authority shall provide access to the site within 5 working days of award. 4.4 Bidders may propose a variant bid. 4.5 Describe how the Contractor will escalate a failed fix. 4.6 Response time: 4 hours for priority 1 incidents.
This is what comes out. The table is produced by the same code the converter runs.
| Clause | Text | Type | Signal |
|---|---|---|---|
4.1 | The Contractor shall maintain a service desk available 24 hours a day. | Mandatory | shall |
4.2 | The Contractor should offer a named account manager. | Desirable | should |
4.3 | The Authority shall provide access to the site within 5 working days of award. | Informational | buyer: shall |
4.4 | Bidders may propose a variant bid. | Informational | may |
4.5 | Describe how the Contractor will escalate a failed fix. | Question | starts with describe |
4.6 | Response time: 4 hours for priority 1 incidents. | No row | no modal verb, nothing to read |
Clause 4.6 is a real requirement and it produces no row. That is the main way the method fails, and it is why the Mandatory rows are a first pass to read against the RFP, not a substitute for reading it.
From PDF to typed rows
- Mark the pages If the converted text carries page markers, rows get a page number. Running headers and page footers that repeat on every page are removed first.
- Set aside contents pages Contents entries, dot-leader lines and footer lines are skipped and counted, so they never become requirements.
- Read the structure Headings, clause numbers (3.2.1, C.3.1), sub-items ((a), (1), (i)) and the document's own IDs (REQ-101, Q4) give every sentence a section.
- Read the tables A table with a Req ID, Requirement or M/D/O column becomes one row per table row, keeping the table's own IDs and flags. Other tables, such as price schedules, are left alone.
- Classify each sentence Each sentence is checked against the cue lists on this page, in the order shown below, and the first match decides the type. The matched word is kept in the Signal column. A row with no cue takes the type of the heading above it, when that heading names one.
- Expand lists When a clause with a modal verb introduces a list, each list item becomes its own row, typed by the lead-in.
- Merge, trim and count Identical wording that repeats is merged into one row with a note. Text longer than 600 characters is cut with a visible note. Totals by type and by section are counted.
Where the rules go wrong
- No modal verb, no row. Specifications written as facts (Response time: 4 hours, Delivery within 30 days) are missed unless they sit in a requirement table, under a lead-in with a modal verb, or under a heading that names a type.
- Conditions stay in the text. If the Contractor subcontracts, it shall notify the Authority is one Mandatory row. The condition is not modelled, so read it before you mark the row not applicable.
- Cross-references are not followed. The Contractor shall comply with Schedule 4 is one row. Schedule 4's own obligations become rows only if Schedule 4 is part of the PDF you uploaded.
- Buyer duties that do not open the sentence. Following award, the Authority will provide access can be typed Mandatory, because the buyer check looks at the start of the sentence.
- Two obligations in one sentence stay in one row. Split them in Excel if your owners differ.
- Notices that use should. Bidders should note the closing date is typed Desirable, because the word should is there. Delete such rows in Excel.
- Defined terms. A glossary that redefines shall or should is not read.
- Headings can mislead. A row typed from its heading is only as good as the heading. The Notes column and the desk's notes say when it happened.
- English only. The cue lists are English.
- Page numbers exist only when the converted text carries page markers.
- Long clauses are cut at 600 characters with a note and the source line.
- Scans and multi-column layouts. Reading order errors can join sentences from two columns, and a misread word can hide a shall. Check scanned documents row by row.
By hand, by text search, or with typed rows
| What you need | Manual highlighting | Generic PDF-to-text | TenderMatrix |
|---|---|---|---|
| Finding every shall | Read and highlight. A tired reader on page 140 misses some. | Search for the word shall, one hit at a time. | Every sentence is checked against the same cue list, so the same wording gets the same type every time. |
| Consistency between reviewers | Two readers type the same sentence differently. | No typing at all. | One rule set. The Signal column shows which word decided each row. |
| Prohibitions | Easy to skip as 'not a requirement'. | Found only by searching for shall not. | shall not and must not are kept as Mandatory rows. |
| Buyer obligations | Mixed in with the bidder's duties. | Not separated. | A sentence that opens with the buyer as its subject is typed Informational, so it does not inflate the mandatory count. |
| A requirement with no modal verb | Caught if the reader is careful. | Missed. | Missed, unless it sits in a requirement table, under a lead-in that has a modal verb, or under a heading that names a type. |
| Audit trail | Your highlighting. | None. | Section, page when known, source line and signal on every row. |
Questions bid teams ask
What is a shall statement?
A sentence in a solicitation or contract that creates an obligation, usually by using the word shall. In most procurement documents shall marks something binding, should marks something desirable, and may marks permission. The convention is common but not universal, which is why a document's own definitions section outranks any tool's default.
What is the difference between shall, must, should and may in an RFP?
Shall and must are binding on the party named as the subject. Should is a preference that is often scored but not required. May grants permission and does not oblige anyone. TenderMatrix types the first two as Mandatory, the third as Desirable and the last as Informational.
How does TenderMatrix find shall statements in a PDF?
The PDF is converted to structured text, then the text is read sentence by sentence against a fixed list of cues, with tables and lists read as rows. The steps and the cue lists are on this page. There is no language model deciding a row's type, which is why the same text always gives the same rows.
Is will treated as a requirement?
Only when it is followed by an action verb such as provide, deliver, ensure, maintain, submit or comply, and the sentence does not open with the buyer as its subject. The Contractor will provide weekly reports becomes a Mandatory row with the signal will provide. The Authority will review proposals becomes Informational.
Why is a sentence starting The Authority shall marked Informational?
Because it binds the buyer, not you. Those rows stay in the matrix so dependencies and assumptions are visible, but they are not counted as mandatory work. A buyer duty that does not open the sentence, such as Following award, the Authority will provide access, can be typed Mandatory by mistake. Filter Mandatory and read it.
Can it find requirements that have no shall or must?
Not from plain prose. Response time: 4 hours and Delivery within 30 days contain no modal verb, so they produce no row. They are found when they sit in a requirement table, in a list under a lead-in that has a modal verb, or under a heading such as Mandatory requirements, where they take the heading's type. Read the RFP's specification sections for statements like these.
What if the RFP defines shall and should differently?
The rules do not read a definitions section. If the document says that should is mandatory, or that shall applies only to the supplier's subcontractors, treat the Type column as a starting point and change it in the downloaded file. Type is not editable in the browser desk, which edits Owner and Status.
What does the Signal column show?
The word or flag that decided the row's type: shall, must, will provide, should, M, High, ends with ?. It lets a reviewer see why a row was typed the way it was and spot a wrong call quickly.
How accurate is the extraction?
We do not publish an accuracy percentage, because it depends on how the RFP is written. Documents with numbered clauses and clear modal verbs come out well. Documents with requirements in running prose, scans, or multi-column layouts need more checking. Every row shows its source line so you can verify it.
Does it work in languages other than English?
No. The cue lists are English. A document in another language will produce few rows, mostly from tables with M/D/O style flags, and the notes on the desk will say how many sentences were checked.
Are shall not and must not kept?
Yes. A prohibition is an obligation, so shall not and must not become Mandatory rows with those words as their signal. A lower-case may not is also read as Mandatory.
How much of an RFP can I check for free?
Free: 1 file per day, up to 10 pages, no account. A file over 10 pages is converted up to page 10. Pro converts up to 150 pages of a file.