"Legal Markup" Requirements

Information item name: Contract Party
Short description: Details of a party to the contract - name, address, organisation type, role, statutory id number (eg Social security number, Australian business number) etc
Relevant contract types: ALL
Optional or Mandatory in that type? Mandatory
Why capture this?
  • Search
  • Management of this contract - for example, to send notices to the party
  • Contract law says a contract must have 2 or more parties
Characteristics to capture
  • Party Name
  • Self-explanatory
  • Party Address
  • Self-explanatory
  • Party Id Number
  • Self-explanatory
  • Party Role
    • Required for search and contract management.
    • Not clear yet whether choice should be from a restricted list or not.
    • More than one party can be in the same role
  • Solicitor/attorney
  • Is this required?
  • Party Phone/Fax/Email
  • Self-explanatory
    Notes Hopefully can import a pre-existing model.
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    This Agreement is made between Walpiri Media Association Inc (here after called WMA) of Yuendumu via Alice Springs, NT. and LP P/L of 1 Collins Street, Melbourne (hereinunder called the Company) this first example...
    The Federal Ministry of Education and Research of the Federal Republic of Germany and the Department of Energy of the United States of America recognizing... ...
    This Agreement is an agreement between you and XYZ Inc and applies to your use of the services provided. This Agreement affects your rights and you should read it carefully. In this Agreement, "you" or "your" means any person or entity using the Service ("Users"). Unless otherwise stated, "XYZ Inc" "we" or "our" or "us" or "site" will refer collectively to XYZ Inc and its affiliates, directors, officers, employees, agents. In this example, one of the parties is not specifically identified.


    Information item name: Effective Notice
    Short description: Requirements for effective notice on a party
    Relevant contract types: All contracts with a notice clause
    Optional or Mandatory in that type? Optional?
    Why capture this?
    • Search? No
    • Management of this contract - send notices in the specified manner
    Characteristics to capture
  • What types of notice are valid (eg hand delivery, fax, email)
  • (insert reason)
  • When notice deemed received
  • (insert reason)
  • Party to which this information item relates
    • Reference to a party
    • One-to-one or one-to-many relationship with a party?
  • Person to whom notice should be sent
  • (insert reason)
  • Address to which notice should be sent
  • (insert reason)
    Notes (insert note)
    See Also A Notice
    Example Clauses/Articles
    Text of clause (or link) Commentary
    NOTICES: Notices given by Licensor to you will be given by email or by conventional mail. Notices will be sent to the email address or mailing address you provide Licensor as part of the registration process, or to updated addresses which you provide Licensor by notice given consistent with this provision. Notices given by you to Licensor must be given by email and addressed to legal@mindbleeders.com, by conventional mail sent to MindBleeders.com, Inc., Attn: Legal Department, 999 33rd Avenue, New York, or by telecopied letter sent to 1-234-567-8910, Attn: Legal Department, or such updated addresses which Licensor may provide you by notice given consistent with this provision. this first example...
    second example this second example...


    Information item name: A Notice
    Short description: A particular notice a party may give
    Relevant contract types: All contracts ...
    Optional or Mandatory in that type? Optional?
    Why capture this?
    • Search? Yes
    • Management of this contract - ..
    Characteristics to capture
  • Notice title
  • (insert reason)
  • Which party may give it
  • (insert reason)
  • Recipient party
  • Notes The circumstances in which a notice may be given are defined separately, as is the effect of giving the notice.
    See Also Effective Notice
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Contract Period or Duration
    Short description: Commencement, duration and expiration of the contract
    Relevant contract types: ALL
    Optional or Mandatory in that type? Optional - if a contract is silent on duration, the law will imply a "reasonable time"
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • Commencement date
  • (insert reason)
  • Conditions precedent
  • Conditions which must be satisfied before the contract enters in to force.
  • Expiration date or duration or perpetual or unspecified
    • Note that the contract could be expressed to expire on the happening of some event - it may be sufficient to model this under termination.
    • Note that the contract could be perpetual.
    Notes
    • Need legal expertise to refine the terminology here
    • Need "period or duration of operation" at clause level as well
    See Also Termination
    Contract Renewal
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Contract Renewal
    Short description: Procedure, time periods etc to extend the term of the contract.
    Relevant contract types: All
    Optional or Mandatory in that type? Mandatory - if contract is silent or renewal is not permitted, this should be specified.
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • Which parties may renew
  • (insert reason)
  • Notice period
  • Number of days or months notice
  • Preconditions
  • eg may only renew if sales exceed $1M
  • Procedure for renewal
  • Must a party give notice etc? Or will the contract renew automatically UNLESS .. ? Are there other procedures we need to cover?
    Notes Relationship to Notice, and Event?
    See Also Contract Duration
    A Notice
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Termination
    Short description: Contracts can often be terminated without cause (eg on notice), or with cause (ie on certains breaches)
    Relevant contract types: All, or just those with a termination and/or force majeure clause?
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • An event which can give rise to termination
  • Nature of the event, who can terminate, and what else they need to do to make termination effective.
    Notes
    • Should force majeure be modeled separately?
    • Actions on termination are to be modeled as obligation/permission/ prohibition aka outcome
    See Also Contract Duration
    A Notice
    Obligations Which Survive Termination
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Obligations which survive termination
    Short description: Some obligations may be expressed to survive termination
    Relevant contract types: (ALL or ..)
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • A flag on an obligation?
  • (insert reason)
    Notes This is probably just a characteristic of an obligation (however we model those)
    See Also Termination
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Governing law
    Short description: The law of the state/country which governs this contract.
    Relevant contract types: ALL
    Optional or Mandatory in that type? Mandatory
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • Identify the jursidction
  • Simple case is to specify a particular jurisdiction. But some contracts say the governing law depends on where for example you purchased your licence - how to model this?
    Notes (insert note)
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Jurisdiction
    Short description: The courts which have jurisdiction
    Relevant contract types: ALL
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • Court (one or more)
  • Name of the court, and whether its jurisdiction is exclusive or not.
    Notes (insert note)
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Contract Event
    Short description: An action-based or time-based event which may occur during the life of the contract. When a Contract Event occurs, there is a "state change" which affects the parties.
    Relevant contract types: (ALL or ..)
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search?
    • Management of this contract? Yes, a Contract Event causes a "state change"
    Characteristics to capture
  • The event
  • eg notice received, goods delivered, specified date reached, specified time period elapsed
    Notes (insert note)
    See Also A Notice
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Obligation, permission, prohibition
    Short description: A Party is obliged/permitted/prohibited from doing some action in some time frame.
    Relevant contract types: ALL
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? ??
    • Management of this contract? Yes
    Characteristics to capture
  • Party
  • Party acting
  • Action
  • The action. Types of action need to be explored more. For example is a warranty/representation an action?
  • Deadline or frequency
  • If frequency, then we need a start and an end, which may be absolute dates, or relative.
  • Condition
  • Any condition which must be satisfied before the obligation/permission/prohibition is effective.
  • Event if action occurs
  • Event which happens if the action occurs
  • Event if action does not occur
  • Event which happens if the action does not occur
    Notes
    • This item is based on On Expressing and Monitoring Behaviour in Contracts EDOC2002 (Z. Milosevic1, R.G. Dromey)
    • Very similar to Outcome, but more explicit about time. Pick one!
    • This information item doesn't need to say anything about whether the action can occur after the deadline, because a second model can be used to model that.
    • Need to be clearer about the distinction (if any) between 'action' and 'event'
    See Also Outcome
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Outcome
    Short description: An Outcome specifies what happens if a particular 'event' occurs (and any associated conditions are satisfied. What happens may be another event, or some workflow.
    Relevant contract types: ALL
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? ??
    • Management of this contract? Yes
    Characteristics to capture
  • Outcome
  • The result, which may be an event or workflow
  • Event
  • The action- or date-based event which leads to the outcome.
  • Condition
  • Any condition which must be satisfied before the outcome follows from the event. The condition might relate to timing eg frequency, window, or deadline.
    Notes
    • Very similar to Obligation/Permission/Prohibition. Pick one!
    • If the eContract is to be thought of as describing a finite state machine, then it follows that the XML must describe the valid states.
    See Also Obligation/Permission/Prohibition
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Deliverable
    Short description: A good or service to be delivered under the contract.
    Relevant contract types: Contracts for goods / services
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search?
    • Management of this contract?
    Characteristics to capture
  • Item name, Description, Code
  • (insert reason)
  • Quantity
  • (insert reason)
  • Price
  • (insert reason)
    Notes Placeholder - There are many other things to be considered here! The fact that the information may be found across many clauses suggests this should be broken down in to several different information items, for example "Delivery", "Payment", "Transfer of Title".
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Intellectual Property Rights
    Short description: (description)
    Relevant contract types: Licence Agreement
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search?
    • Management of this contract?
    Characteristics to capture
  • Subject matter
  • (insert reason)
  • Rights granted
  • (insert reason)
  • Sole or exclusive?
  • (insert reason)
  • Royalties or licence fee?
  • (insert reason)
    Notes (insert note)
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...



    Information item name: Clause Details
    Short description: Is this a standard clause, or one drafted specifically for this agreement?
    Relevant contract types: (ALL or ..)
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search? Useful for identifying non-standard contracts.
    • Management of this contract?
    Characteristics to capture
  • Standard or non-standard
  • (insert reason)
    Notes (insert note)
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...
    Information item name: Confidentiality
    Short description: The scope of any confidentiality provision.
    Relevant contract types: Contracts with a confidentiality clauses.
    Optional or Mandatory in that type? (choose)
    Why capture this?
    • Search?
    • Management of this contract?
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes Is confidentiality important enough to model separately from other obligations?
    See Also Example Item 1
    Example Item 2
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...


    Information item name: Dispute Resolution Clause
    Short description: This is a special kind of a contract clause. It specifies activities that should take place in case of a breach of contract - but also in case of a controversy about the interpretation of contract.  Some options for dispute resolution are negotiation, mediation, arbitration and litigation (last two are binding); a dispute resolution can include a staged process, involving more than one of the resolution options
    Relevant contract types: Construction contracts, SLAs, Software contracts ?
    Optional or Mandatory in that type? Optional
    Why capture this?
    • Search?
    • Management of this contract? Yes - either for sending notifications to human decision makers or invoking an expert system
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes There may be subtypes of these clause that correspond to the DR options
    See Also  
    Example Clauses/Articles
    Text of clause (or link) Commentary
    First example: Any controversy or claim arising out of or relating to this Agreement or the breach hereof shall be settled by arbitration in  Dallas, Texas in accordance with the laws of the State of Texas, without regard to the choice of law provisions of such laws. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association before an arbitrator selected jointly by the Executive and the Corporation or, in the absence of agreement as to such joint selection, selected by the American  Arbitration Association. The costs and expenses of the arbitrator shall be borne by the Corporation. The award of the arbitrator shall be binding upon the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.  this first example...
    second example this second example...

     

    Information item name: Agreement (or Signed Contract)
    Short description: This is the outermost modelling element - a container for all clauses or references to them
    Relevant contract types: ALL
    Optional or Mandatory in that type? Mandatory
    Why capture this?
    • Search? Yes
    • Management of this contract? Yes
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes Is confidentiality important enough to model separately from other obligations?
    See Also  
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...

     

    Information item name: Resolution Administrator
    Short description: Details of organisations that have non-binding commitment or legal authority for arbitration, in the latter case, as prescribed by say a Federal Arbitration Act and various state arbitration statutes
    Relevant contract types: All contracts that have Dispute Resolution Clause
    Optional or Mandatory in that type? Optional
    Why capture this?
    • Search?
    • Management of this contract? Yes
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes Concrete types of Resolution Administrator are:  Arbitrator, Mediator, Party to the contract itself (e.g. Architect)
    See Also  
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...

     

    Information item name: Resolution Procedure
    Short description: Specifies the ordering of steps in the dispute resolution process; this may include subsequent review process after initial resolution was made.
    Relevant contract types: All contracts that have Dispute Resolution Clause
    Optional or Mandatory in that type? Optional
    Why capture this?
    • Search?
    • Management of this contract? Yes
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes  
    See Also  
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...

     

    Information item name: Breach Event
    Short description: An event signifying non-fulfilment of an obligation or violation of prohibition
    Relevant contract types: ALL
    Optional or Mandatory in that type? Optional
    Why capture this?
    • Search?
    • Management of this contract? Yes
    Characteristics to capture
  • Who owes the obligation
  • (insert reason)
  • To whom is the obligation owed
  • (insert reason)
  • Nature of obligation
  • (insert reason)
    Notes The concept of "breach" brings in with it a whole lot of questions from a legal perspective. For now, we only define Breach Event as a placeholder for future more elaborate definitions - and as a useful concept to signify start of contract enforcement activities
    See Also  
    Example Clauses/Articles
    Text of clause (or link) Commentary
    first example this first example...
    second example this second example...

     

       
       
       
       
       
     
       
       
       
       
       
     

     


  • Flexibility to allow specific organisations to mark-up additional data relevant to its internal operations.

      Meta Information Requirements

      1. Ability to break the document into clauses, sections, articles and other "modules" so that the status of specific clauses, etc, can be tracked
      2. Ability to identify the changes between different versions of a clause
      3. Ability to identify the changes between different versions of a contract
      4. Ability to capture the reasons for a change, when made, and by whom (for audit trail purposes).

        Other Requirements

        1. Ability to break the document into clauses, sections, articles and other "modules" so that different authors can work on different modules
        2. Ability to check the actions of the parties to determine whether there is (or is likely to be) a contract breach
        3. Ability to analyse history; risk assessment; performance measurement of trading partners

        Notes

        [Any additional notes].