5. Technical Requirements.
An XML representation of an "eContract" cannot be constrained to a single dialect designed by
this Technical Committee. An "eContract" may be represented using any XML
dialect mutually agreed-upon by the parties to the contract. So as to achieve the TC's
functional goals for the use of contractual material in contexts unrelated to its authoring,
the TC establishes standards that accommodate contractual material created in other XML dialects.
An "eContract" is not construed to represent the entire legal agreement that exists between
its parties. An "eContract" represents a single legal instrument that, often only in concert
with other legal instruments, constitutes the entirety of a legal agreement. This Technical
Committee makes no requirement that an "eContract" must be representative of a "four corner" legal
instrument of a contractual relationship between its parties.
The operating definition of an XML-encoded eContract naturally relates to the definition
of a contractual legal instrument, not to the definition of a legal agreement. Legally relevant
information is implicitly represented by the legal instrument when it is recorded by a paper medium.
When parties to a contract instrument indicate their assent to the legal instrument, they
are giving their assent not only to the information represented within the contract, but also
to certain meta-information which devolves implicitly from the fact that the instrument is recorded
on paper:
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that the representation of the content of the contract instrument, is acceptable;
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that the medium used to record the contract instrument, is acceptable;
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that the layout of the content within the contract instrument, is acceptable;
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that subsequent representation of the instrument's content, is acceptable;
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that the method used to authenticate assents by parties to the contract instrument,
is acceptable;
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that material "included by reference" (either physically attached to the contract
instrument, or as a citation to documents of record), is acceptable.
In short, both the XML dialect used to represent the content of the contract instrument
and the meta-information about the contract are subjects of mutual assent.
Failure to duplicate such meta-information within a digital eContract renders it insufficient
as a vehicle for an authentic legal contract instrument. This section discusses the technical
aspects of these requirements, regardless of whether the XML datastream is encoded or not using
the XML dialect designed by this Committee.
For instance, parties to a digital eContract can explicitly accept that the
"look and feel" of a subsequent display of the contract, using specific software products and
hardware configurations, may vary in ways insubstantial to the agreement.
An eContract needs to make the mutualities of assent that are implicit in the paper medium,
as explicit as possible in the digital medium.