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Subject: Minutes Draft from the OASIS Legal XML Member Section Electronic Contracts Technical Committee Secretary


                     Minutes Teleconference of March 26th
     Organization for the Advancement of Structured Information Standards
                                    (OASIS)
                           Legal XML Member Section
                       E-Contracts Technical Committee (TC)

Present

Rolly Chambers
Dan Greenwood
Jason Harrop
Jim Keane
Laurence L. Leff, Ph.D.
Sergio Maldonado
John Messing
Zorran Milosovic

4:01 Eastern Time

The Technical Committee discussed the minutes.  There was a draft minutes
submitted by the Chairperson; also Jason Harrop, co-chair submitted
his own recollections of the March 12th meeting.

The committee decided to use the term "Structural Markup" instead of
"Clause Model."  It also decided to use the term "Legal Markup" instead of
"Obligation Model"  The latter will include workflow processes and
sequencing.  At first, Mr. Greenwood submitted a motion to Table
the minutes while the co-chairs and secretaries resolved the best
way to word the minutes.  However, this motion was removed and the TC
committee decided Mr. Harrop's recollections would be appended to the
minutes as already prepared by the Technical Committee's secretary.

Mr. Harrop walked the participants through the template for an information 
item, as found in the latest draft of the Enterprise Contract Scenario, 
posted March 25th.  This was marked up with the new "data dictionary"
elements.
(http://lists.oasis-open.org/archives/legalxml-econtracts/200303/msg00008.html). This included

It was agreed, that we would use the template attached thereto for capturing
an information item used in one or more scenarios.  However, there may be
suggestions later after we try it out.
It was also anticipated that the members would try this out on various
scenarios as discussed in the March 12th minutes.

Some information items may only be relevant to specific contracts.  This might
be specified by naming a scenario  simply as "all contracts
with" specific terms.  

Mr. Keane said that the Online Dispute Resolution Technical group was 
excited about how dispute clauses in contracts could be marked up for
Online Dispute Resolution and also how a cluase gets into the ODR
process.  The e-Contracts Technical Committee decided it will work with
the ODR committee with Messrs. Chambers, Greenwood, Keane and Milosovic
leading the way.  In particular, they will look at dispute resolution
clauses in contracts from construction.  Mr. Chambers will provide sample
clauses.

Also, Dr. Leff will forward information to the list about work being
done by Michael Merz on electronic contracting for the construction
industry.  Furthermore, he will contact Mr. Merz as Technical Committee
Secretary to get the best URL and to follow up on intellectual property issues.

This began a discussion regarding issues in intellectual property
for information submitted to the Technical Committee and the licensing
arrangements possible for information that was to be put in the standard.
This might be different for information brought to the attention of the 
technical committee but which might not be part of a standard.

At 1659, the Secretary excused himself from the teleconference to teach
his class.

In order to understand some of the issues which are likely to arise in 
filling out the template for any given information item, we looked at 
the "Contract Term" item as an example.

- we changed its name to "Contract Period or Duration", in part to avoid 
confusion between Contract Term, and a term of a contract.  Some debate 
as to which of "period" and "duration" is preferable.

- Sergio Maldonado noted that the concept of commencement and duration is also 
relevant at the level of an individual term (ie clause) of a contract, 
since obligations might commence and cease at different times.

- we changed this item to "Optional", given that a contract may be 
silent as to duration (in which case the law will imply a reasonable 
time) 

- where the contract is silent as to duration, this information item 
could have a value of "open" or "unspecified", since it is useful to be 
able to search for such contracts.

- "management of a contract" as a reason for capturing this item, was 
seen as perhaps to broad a rationale to be useful.  More detail was 
suggested, one example being the time-based events commencement and 
expiration can triggger.

Discussion flowed over to the "Contract Event" information item.  Mr. Chambers
noted that the significance of a Contract Event is that when one occurs, 
there is a "state change" which affects the relationship between the parties.

Members noted that noted that there are different 
concepts of type, including a fixed point in time (a date), and an 
interval/duration. W3C XML Schema has a data type for representing 
duration.

It was agreed that two extra fields would be added to the template for 
an information item:

1. "See Also", which is hyperlinks to information items related to this one.

2. "Example Clauses/Articles", which is a place to put the text (or a 
hyperlink to the text) of clauses which contain the information, along 
with any commentary or notes the author wishes to add.

Mr. Harrop is to post a revised version of the Enterprise Contract Management 
Scenario containing these extra fields.

It was agreed that HTML should be the format we continue to use for the 
scenarios as we add information items to them.

We didn't have time to talk more specifically about the time line 
for completion of this work. The agenda for the next 
teleconference will include discussion of information items authored 
over the next fortnight.  On the Structural Markup front, the agenda 
will include choosing between recursive and hierarchical clause models.

The possible face-to-face meeting times/places contained in the agenda 
were discussed very briefly and inconclusively.  The possibility of ABA 
in San Francisco, in August, was also suggested.  The importance of 
organising a room soon was noted, if ABA is to be our choice.

Next two teleconferences as per minutes of 12 March teleconference, namely:

April 9th 16:00 Eastern, 21:00 GMT
April 23rd 16:00 Eastern, 21:00 GMT

Meeting closed.

** List of Action Items **

Rolly Chambers, Dan Greenwood, Jim Keane, Zorran Milosovic -- working with
the Online Dispute Resolution Technical Group

Rolly Chambers - provide sample clauses for dispute resolution in contracts,
particularly those relating to construction contracts

Laurence Leff - forward information to the list on work being done by 
Michael Merz on electronic contracting.  He will also find out about
intellectual property issues related to this work.

Jason Harrop -  prepare two extra fields for the template for 
an information item and post a revised version of the Enterprise 
Contract Management scenario containing these fields:

1. "See Also", which is hyperlinks to information items related to this one.

2. "Example Clauses/Articles", which is a place to put the text (or a 
hyperlink to the text) of clauses which contain the information, along 
with any commentary or notes the author wishes to add.


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