[legalxml-econtracts] File Transmission WIUScenarioOne

["Dr. Laurence Leff" <D-Leff@wiu.edu>]

Scenario: Click-Through Contracts for Software Downloads

Name: The MIT Click Through Contracts
Principle Stakeholders: Companies that provide services on the web,
     particularly products that can be downloaded
     Companies where employees frequently download other software or
     use electronic services (in their official capacity)
Scenario Owner: Laurence Leff, Ph.D. Western Illinois University
Draft Number 1
Draft Date Feb 23
Contributors: Laurence Leff, Ph.D. Western Illinois University
              Imtinan Ahmad, Western Illinois University

                                Introduction

We have all downloaded software and electronically agreed to a licensing
agreement.   Although we usually do this with little thought, these do
constitute a legal contract.  When an employee of a corporation downloads
and software and clicks-through the contract, they potentially obligate
their firm under the law of agency.  Presumably, this contract could be
enforced in a court of competent jurisdiction.

The chief counsel of  a firm may be concerned about their legal obligations.
They need a way to collect, track, and query the contracts under which their
firm is held.  I thank the Electronic Commerce Architecture Project for
suggesting that Western Illinois University work on this project.

Mr. Ahmad at Western Illinois University prepared software and DTD for a
solution to this problem. (http://www.wiu.edu/users/mflll/imtinan_masters_project_for_web.doc)

                             Scenario Statement

An employee of a firm, call it X, downloads software from a web
site.   That web site asks for the user to sign a contract.  Assume, the 
company providing the software and the web site is called Y.  

An employee of X saves a copy of the software agreement in a designated 
directory of their hard drive.  (We anticipate that the browser would be 
configured to allow a specific signed applet to have access to this directory.)   
Periodically, the information from this directory would be gathered up from
the computers of each of the employee and forwarded to the legal department
of Company X.

Since this information would be marked up in a standard manner, X's legal
staff could search it. For example, they could display
the restrictions and choice of law for every click-through contract 
electronically signed in the last month.

At Company Y, a standard utility will provide a Graphical User Interface
to prepare the contract.  This utility would allow the existing contract
(probably in ascii) to be imported and used to prepare the XML-form of
the contract.  Then, this XML would be put along with a standard applet
on Y's web site.  This would be the applet on which X's employees would
click when they wanted to download the software and assert their assent
to Y's standard licensing agreement.



                      Summaries of Key Benefits to Stakeholders

The Legal Department at the Corporation can now determine the obligations
to which it is subject because employees are downloading software in the course
of their business.  This can be collected using signed applet technology with
little or no inconvenience to the employees who need to download software to 
do their jobs.


                               Functional Requirements

01:  A contract format containing places to markup for the following
     information:
      a) Company Name 
      b) Product Name
      c) Copyright 
      d) TradeMark
      e) Terms
      f) Restrictions
      g) Warranty Disclaimer 
      h) Liability Limitations 
      i) Termination Conditions
      j) Jurisdiction 
      k) Export Control information
      l) Information Specific for Government Agencies downloading software
      m) An AddIn tag for special purpose activities
      n) Date Signed
      o) electronic signature

Please see the above-cited report for a sample DTD, the ability to download
the software, and some marked up agreements of this type, as well as a longer
description for this scenario.