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Subject: RE: [legalxml-econtracts] Two Document Types Defined
I had a little different take on it. I thought there was one type of contract, which sounds like the Contract Document that John McClure describes below. It is a blank sheet, not unlike CourtDocument 1.1 in that with a proper authoring tool, a WSYWIG type of document suitable for a contract could be generated easily and suitably outputted. As a general matter it might include the following parts in American practice, that could be resolved to elements and attributes: 1. Parties 2. Consideration 3. Optional preamble 4. Content provisions 5. Breach 6. Remedies 7. Choice of Law and Venue There are probably others that I have missed or forgotten. The list is not intended to be exhaustive. Beyond this kind of "blank sheet" type of contract, for example where the negotiating power of the parties was largely disparate, as in an enterprise dealing with consumers, form contracts largely with boilerplate and certain transaction specific form inputs might be useful. These could be used to output an XML contract possibly at a server. In such contracts, contract administration needs could lead to other elements and attributes being added to the outputted XML document that would aid in determining such matters as tracking key version differences, extracting basic price and other transaction specific information for reports, etc. The Policy Document that John McClure discusses possibly could be an application for negotiation that would make use of the Contract Document to generate standard clauses, useful to lawyers in generating drafts and fallback positions. The trick here could be to identify the elements and attributes of the Contract Document that would be useful or necessary to such applications so that they would be standardized and could interoperate. I hope this is helpful. -----Original Message----- From: John McClure [mailto:jmcclure@hypergrove.com] Sent: Saturday, February 22, 2003 3:27 PM To: 'Legalxml-Econtracts' Cc: LEXML Subject: [legalxml-econtracts] Two Document Types Defined >From our last phone call, it appears that there are two (2) separate types of documents that this group would like to standardize. This memo is about circumscribing the scope of these different types of documents. 1. Contract Document This document contains nothing but the contract, with the exception of (1) optional links to a "Policy Document" and to stylesheets; and (2) optional Dublin Core metadata. 2. Policy Document This document contains the negotiating parameters that one side of a negotiation would like to share with the other, as well as certain workflow information. This document contains current forecast numbers, minimum, maximum, and average numbers for key contract provisions, expressed as they will be in dollars or days; what goods, premises, or other items are negotiable and which are not; what clauses have been agreed to in principle vs those agreed specifically; what new information is in the contract given a previous draft; what the negotiating timeline must be; what the contact information is for each of the negotiators; the set of minimum information (the "contract parameters") that must be marked-up in the contract; a link to governing law for the contract; statements of alternative clauses; and other items. My understanding from the call is that forthcoming requirements statements will be focusing on the content of the "Policy Document", not a "Contract" document. Again, I'd like to see a Contract be legally=acceptable whether encoded in XHTML, XSL-FO, SVG, or whatever dialect is appropriate to its creating application, perhaps an application specifically chosen by the parties to the contract. I continue to believe that it is not within the scope of LegalXML to dictate what encoding must be used for contracts, in the face of available techniques such as annotating an XML element with a legal:names attribute which contains a representation of structured XML elements, e.g., <xxxx legal:names='Contract.Party.FirstName.en'>John</xxxx>. That said, the encoding of a <ContractPolicy> element is well-within the purview of this group. Comments? John ---------------------------------------------------------------- To subscribe or unsubscribe from this elist use the subscription manager: <http://lists.oasis-open.org/ob/adm.pl>
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