CA2638045A1 - Method and system for automatically generating customized documents - Google Patents

Abstract

A system and method is described for capturing contract information and deal information, automatically selecting and inserting applicable clauses to be included in a document based on the contract information and deal information, populating the document with the necessary contract information and deal information, and thereby generating a customized document.

Description

METHOD AND SYSTEM FOR AUTOMATICALLY GENERATING CUSTOMIZED
DOCUMENTS
CROSS-REFERENCE

[0001] This application claims the priority of U.S. Provisional Patent Application No.
60/950,338 filed on July 17, 2007, which is incorporated herein by reference in its entirety.
BACKGROUND OF THE INVENTION

[0002] This invention relates generally to a method and system for generating customized documents and more specifically, for collecting pertinent information from disparate sources to be used in generating the customized documents, such as contracts and addendums and amendments to contracts.

[0003] Currently, it is common for businesses to go through several iterations of negotiations and amendments before finalizing an agreement. In addition, it is also typical for such agreements to require review and approval by more than one department and/or unit at the business during this process, e.g., sales, due diligence, contract administration, legal, finance etc.

In the case of large companies that are processing large quantities of agreements, it is also common to enter multiple copies of the agreements or the significa.nt business points for such agreements on behalf of each of the departments or units that review the agreements into multiple internal systems.

[0004] In addition, in instances where new contracts are required for existing customers, it is common for businesses to access contract information that may be stored in internal legacy systems and to create new contracts manually.

Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 SUMMARY OF THE INVENTION

[0005] A system and method is described for capturing contract information and deal information, automatically selecting and inserting applicable clauses to be included in a document based on the contract information and deal information, populating the document with the necessary contract information and deal information, and thereby generating a customized document.

[0006] A better understanding of the objects, advantages, features, properties and relationships of the invention will be obtained from the following detailed description and accompanying drawings which set forth an illustrative embodiment and which are indicative of the various ways in which the principles of the invention may be employed.

BRIEF DESCRIPTION OF DRAWINGS

[0007] For a better understanding of the invention, reference may be had to the following Figures, which further describe an embodiment of the present invention and which include drawings and exemplary dynamic forms therefor:

[0008] Figure 1 depicts a computer network on which an embodiment of the present invention may be operated.

[0009] Figures 2-12 show exemplary dynamic forms for extracting contract information for use in generating customized documents or contracts.

[0010] Figures 13-18 show exemplary dynamic forms for extracting deal information for use in generating customized documents or contracts.

[0011] Figure 19 shows an exemplary version of a generated contract.

[0012] Figure 20 shows a list of exemplary dynamic forms, contract shells and clauses that may be used in connection with generating customized documents or contracts.

Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 [0013] Figure 21 depicts exemplary flowcharts outlining the main steps for generating customized documents or contracts.

[0014] Figure 22 shows an exemplary table outlining the different guarantee provisions that may be required in generating contracts.

[00151 Figure 23 shows an exemplary workflow for generating customized documents or contracts.

[0016] Figure 24 shows an exemplary screen shot of a merchant or customer search window.
[0017] Figure 25 shows an exemplary flowchart for determining which clauses may be dynamically inserted into a customized contract.

[0018] Figures 26 and 27 show exemplary sub-forms and code for making the sub-forms dynamic within a PDF document.

[0019] Figure 28 shows an exemplary flowchart for using plain English questions to generate customized contracts 12.

[0020] Figure 29 shows an exemplary menu for selecting a type of contract.

[0021] Figures 30 and 31 show exemplary unsigned and signed signature blocks respectively.
[0022] Figures 32 and 33 show exemplary unsigned and signed electronic signature boxes respectively.

[0023] Figures 34 and 35 show exemplary screenshots of the selection of the Sequential Signing option.

[0024] Figures 36 and 37 shown exemplary screenshots of valid and invalid signatures on a contract respectively.

Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 DETAILED DESCRIPTION

[00251 Turning now to the Figures, wherein like reference numerals refer to like elements, there is illustrated a system 10 and method for dynamically generating customized documents or contracts 12, such as agreements, amendments and addendums, and gathering information necessary for creating and executing such agreements. Although not required, the system and method will be described in the general context of a computer network 20, as is well known in the industry, and computer executable instructions being executed by general purpose computing devices within the computer network 20. In this regard, the general purpose computing devices may comprise one or more remote computers 22a, and one or more server computers 22b, hosting a software application 30 for generating customized contracts 12. The server computer 22b can also include one or more databases 40 for storing contract information 90A or deal information 90B. Contract information 90A and deal information 90B, which will be described in more detail below, may include names, addresses, deal terms, legal status of contracting parties, etc.

[0026) The sofl.ware application 30 may be a client side application that is stored on the user computer, which may be a remote computer 22a. The user may be a salesperson, a contract processing agent or any other individual who works with agreements, forms or complicated paperwork or requires access to contract specific information. The software application 30 may be operated on an online or offline basis. It should also be evident that the software application 30 may reside on the server computer 22b.

[0027] To create and integrate an intelligent document that may be used with enterprise applications, business processes and the system 10, a document management program such as Adobe Document Services may be used. The Adobe Document Services software includes Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 two components: Adobe Reader and Adobe LiveCycleTM, a line of J2EE-based enterprise servers and design tools. The enterprise applications may include a proprietary or commercial workflow tool or a data repository, both of which are well known in the industry. Although other combinations of software may be utilized to provide the functionality embodied by the present invention, below is an exemplary list of software that may be included as part of the system 10.

= Java 5 = NET
= Spring 2 = Adobe LiveCycle Designer on Microsoft Windows;
= Adobe LiveCycle Reader Extensions;
= Adobe LiveCycle Forms;
= Apache Tomcat 5.5 application server = Hibernate 3 = Jibx = Ibatis = ComfyJ and JXL
= MS SQL Server 2000; and = Microsoft Windows 2003 Server Enterprise Edition.
[0028] To allow each of the remote computers 22a to access contract information 90A and deal information 90B stored on the system 10 and utilize the system 10, users may access the system 10 via an internet browser 60, which may act as an interface between the operating system of the server computer 22b and the operating system for the remote computer 22a.
Although the operating system for the server computer 22b is preferably Windows based, it should be understood that the server computer 22b could employ any one of the currently existing operating systems, such as LINUX , UNIX , MAC OS , Mozilla , etc. In addition, it should be appreciated by those with skill in the art that other applications besides the browser may also be utilized to act as an interface between the server computer 22b and the remote computers 22a.

Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 [0029] For editing, populating and maintaining the databases 40, the system 10 may include a database management tool 62, such as MS-SQL Server Enterprise Manager or other relational database tools. The database management tool may be further comprised of various menu bars, drop-down menus, buttons and display windows as are well-known in the industry.

[0030] As will be appreciated by those of skill in the art, the computers 22a, 22b need not be limited to personal computers, but may include hand-held devices, multiprocessor systems, microprocessor-based or programmable consumer electronics, minicomputers, mainframe computers, personal digital assistants, cellular telephones, MP3 players, GPS
devices or the like depending upon their intended end use within the system. For performing the procedures described hereinafter, the computer executable instructions may be written as routines, programs, objects, components, and/or data structures that perform particular tasks.
Within the computer network 20, the computer executable instructions may reside on a single computer 22a, or server computer 22b, or the tasks performed by the computer executable instructions may be distributed among a plurality of the computers 22a, 22b. Therefore, while described in the context of a computer network, it should also be understood that the present invention may be embodied in a stand-alone, general purpose computing device that need not be connected to a network.

[0031] To efficiently provide users with access to the software application 30, the server computers 22b and the underlying framework for the computer network 20 may be provided by the service company itself or by outsourcing the hosting of the software application 30 to an application service provider ("ASP"). ASPs are companies that provide server computers that store and run a software application for a third party entity, which is accessible to the third party entity's users via the Internet or similar means. It should be understood, however, that ASP
models are well-known in the industry and should not be viewed as a limitation with respect to Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 the type of system architecture that is capable of providing a computer network 20 that can properly operate the software application discussed herein.

[00321 To perform the particular tasks in accordance with the computer executable instructions, the computers 22a, 22b may include, as needed, a video adapter, a processing unit, a system memory, and a system bus that couples the system memory to the processing unit. The video adapter allows the computers 22a, 22b to support a display, such as a cathode ray tube ("CRT"), a liquid crystal display ("LCD"), a flat screen monitor, a touch screen monitor or similar means for displaying textual and graphical data to a user. The display allows a user to view information, such as, code, file directories, error logs, execution logs and graphical user interface lo tools.

[00331 The computers 22a, 22b may further include read only memory (ROM), a hard disk drive for reading from and writing to a hard disk, a magnetic disk drive for reading from and writing to a magnetic disk, and/or an optical disk drive for reading from and writing to a removable optical disk or any other suitable data storage device. The hard disk drive, magnetic disk drive, and optical disk drive may be connected to the system bus by a hard disk drive interface, a magnetic disk drive interface, or an optical disk drive interface, respectively, or other suitable data interface. The drives and their associated computer-readable media provide a means of non-volatile storage for the computer executable instructions and any other data structures, program modules, databases, arrays, etc. utilized during the operation of the computers 22a, 22b.

[0034] To connect the computers 22a, 22b within the computer network 20, the computers 22a, 22b may include a network interface or adapter. When used in a wide area network, such as the Internet, the computers 22a, 22b typically include a network interface, such as a router/modem or similar device. The modem, which may be internal or external, may be connected to the system Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 bus for the computer via a serial port interface or other communication port.
It will be appreciated that the described network connections are exemplary and that other means of establishing a communications link between the computers 22a, 22b may be used.
For example, the system may also include a wireless router/modem that receives and transmits information via a wireless communications medium, such as via radio frequency ("RF") technology, a cellular communications network, a satellite communications network, or another similar type of wireless network. It should also be appreciated that the network interface will be capable of employing TCP/IP, FTP, SFTP, Telnet SSH, HTTP, SHTTP, RSH, REXEC, etc. and other network connectivity protocols.

[0035] As mentioned above, in one embodiment, the software application 30 may reside on each of the remote computers 22a and the database 40 may reside on the server computer 22b. Those with skill in the art will understand, however, that the software application 30 and database 40 may both reside on the remote computer 22a or both reside on the server computer 22b. The software application 30 and database 40 may also reside on different computers. The internet browser 60 may load web pages via HTTP or HTTPS or any other suitable format and displays those web pages on the browser 60.

[0036] While the software application 30 may be programmed in any software language capable of producing the desired functionality, it is envisioned that the software application 30 will be programmed using object-orientated programming languages or other languages that supports XML types and database connectivity, such as JAVA, .NET, Perl,. RPG, etc.

[0037] The database management tool 62 may also include a graphical user interface 62a for allowing the user to perform standard text editing functions, including mouse placement of the cursor, click-and-drag text selection and standard Windows key combinations for cutting, Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 copying and pasting data. In addition, the graphical user interface 62a may allow users to access, copy, save, export or send data or files by using standard Windowsg file transfer functions. It should be understood that these editing and file transfer functions may also be accomplished within other operating system environments, such as LINUX , UNIX , MAC OS , Mozilla , etc.

Login Page [0038] For maintaining the security associated with the software application 30 and databases 40, a unique login window 100 may be maintained for each company/user. The login window 100 may also be used to control the access privileges for various levels of users. Each login window 100 may also require a user name and password. For security purposes, the user names and passwords may be kept separately for each company that is accessing the software application 30. To gain access to the software application 30, the user must enter a proper user name in the user name field I 10 and password in the password field 112 and press the submit button 114. If the user has forgotten the password 108 or user name 110, the system 10 may employ commonly known methods for reminding the user of its password 108 or user name 110, such as by sending the required information to the registered user e-mail.

[0039] To provide additional security with respect to the contract information 90A, deal information 90B and customized contracts 12, the system may employ various encryption techniques, exchange such information 90A, 90B and customized contracts 12 via secure networks, and/or include firewalls and similar technology for preventing unauthorized access to the system 10 and its database 40. Examples of encryption techniques are PGP, SSL and AES, but it should also be understood that other encryption techniques may also be used, which are well-known in the industry. Other encryption techniques may also be employed without Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 departing from the teachings of this application. Examples of secure networks are virtual private networks and local area networks.

[0040] It should be appreciated that different login procedures may be employed, which are well know in the industry, on an as-needed basis, including login procedures that employ biometrics, such as fingerprints, retinal scans, etc.

1. Contract Generation [0041] The system 10 may be used to capture information, automatically pre-populate information and aggregate information used to generate new or renewal contracts. For purposes of this application, however, the term contract is meant to have a broader definition and may refer to any document that is of a standardized nature (not just legal documents), including, but not limited to leases, licenses, loan agreements, policy agreements, amendments, addendum and other form documents, including credit agreements, loan applications or agreements, credit applications and amendments to existing agreements.

A. New Contracts.

[0042] To generate new contracts, a user must first access the software application 50. If there are updates or patches available at this time and if the user is operating the software application 50 on an online basis, the updates or patches will be automatically uploaded to the remote computer 22a. If the user is operating the software application 50 on an offline basis, no updates or patches will be accessible. Once the software application is started, the user may choose to start a new contract, work with an existing contract or renew an existing contract. The following contract selection box 100 may be used to present these options to the user.
For example to start a new contract, the user would select the start a new contract package button 102 in the selection box 100 shown in Fig. 29.

Serial No.: Not Yet Assigned Atty Docket: 15328.02US1 [0043] To generate a new contract, the user must first enter deal information 90B into the software application 50. Although there are many ways for entering client and deal information 90A, 90B into the software application 50, the software application 50 may use a deal sizing module 200 and a contract module 202 to prompt users to enter such information 90A, 90B. The deal sizing module 200 and the contract module 202 are available on the remote computer 22a and may include one or more dynamic fomLs 210 for generating contract information 90A and deal information 90B. The deal sizing module 200 and the contract module 202 may be created using the following software:

= Java 5 = Spring 2 = Microsoft Excel = Adobe LiveCycle Designer on Microsoft Windows;
= Adobe LiveCycle Reader Extensions;
= Adobe LiveCycle Forms;
= Apache Tomcat 5.5 application server 0 Hibernate 3 = Jibx = Ibatis = ComfyJ and JXL
= MS SQL Server 2000 or MS SQL Server 5 or other relational DBMS; and = Microsoft Windows 2003 Server Enterprise Edition = Any third party software or commercial software which supports XML.

[0044j Once the deal is sized appropriately, all data is transferred electronically into the contract module 202 of the software application. Dynamic forms 210 are forms that may be accessed on an online (via the internet or any public or private computer network) or offline (via software that is stored on a stand alone computer) basis and that include data fields that may be populated with data that is provided directly from a user, with data that is mined from existing contracts, or with data that is stored in the database 40 of the system 10. Dynamic forms may also be internet enabled forms, Adobe LifeCycle Reader Extended forms, Java Swing forms, iText forms, etc.

Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 [0045] For entry of such information 90A, 90B from the user, the dynamic form 210 may include active boxes and drop-down menus capable of accepting data from the user. Once the user enters data into the boxes in dynamic form 210, the data may be extracted from the dynamic form 210 and loaded into the software application 50 for processing. Although sample forms are shown in Figs. 2-18, it should be understood that the dynamic forms 210 may request different information or may be presented in different formats without departing from the tenets of this invention.

[0046] For example, Figs. 2-12 depict additional dynamic forms 210 for extracting various types of contract information 90A, such as corporate information (Fig. 2), address information (Fig. 3), lo legal and accounting information (Fig. 4), contact information (Fig. 5), general location information (Fig. 6), owner information (Fig. 7), fund location owner information (Fig. 8), member appreciation information (Fig. 9), bank information (Fig. 10), location processing information (Fig. 11), processor or merchant inforrination (not shown), and restaurant equipment information (Fig. 12). In addition, Figs. 13-18 depict dynamic forms for extracting various types of deal information 90B, such as contract and deal information (Fig. 13), merchant data (Fig. 14), days/hours/holiday participation information (Fig. 15), personal guarantor information (Figs. 16 and 17), and corporate guarantor information (Fig. 18). It should be obvious that the foregoing list is merely exemplary of the type of information that may be used by the software application 50 to generate the contract and that other dynamic forms 210 may also be utilized to extract different information that is suitable for a different type of deal or transaction, such as real estate information, lease information, financial information, policy information, or any other type of information that would be needed to generate a standardized contract or document. To ensure that necessary information is provided, the contract module 202 may also notify users if any Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 dynamic forms 210 have not been completed in fu1l, have been completed incorrectly, or if any critical information is missing.

[0047] Once the contact or deal information 90A, 90B is loaded by the software application, the user may select a generate contract button 212, shown in Fig. 18. The process for generating the contract will be discussed in more detail below. Once the generate contract button 212 is selected, a contract will be generated. An exemplary version of a generated contract is shown in Fig. 19. After the contract is generated, the user may edit the contract by selecting the edit contract before signing button 214 shown in Fig. 19, and execute the agreement by selecting the sign PDF button 216 shown in Fig. 19.

[0048] A contract may be executed by having the applicant digitally sign the contract and related documents in multiple places sequentially. For allowing applicants to provide multiple sequential signatures, a signature module 204 may be provided.

[0049] To receive electronic signatures, the remote computers 22a may include hardware such as Topaz e-signature pads, signature hardware that is included on Toshiba tablet laptops, or any other similar hardware that may exist in the industry or developed in the future. Once all required contract and deal and contract information 90A and 90B is captured, the user may click a`Sign' button. The relevant number of electronic signatures is dynamically created depending on the number of applicants and/or authorized signatories there are for the contract and any related documents 12. Then, the electronic signatures are dynamically inserted into the customized contract and related documents 12 when the contract 12 is generated.

[0050] Once the `Sign PDF' button is clicked, the user cannot return to the contract module 202 to make any changes. The form is locked at this point and is ready for signature by the appropriate parties. The applicant and/or authorized signatory then signs each signature area Serial No.: Not Yet Assigned AttyDocket: 15328.02US1 individually (one at a time). The signature areas are only visible after the 'Sign PDF' button is clicked in the Digital Contract. For example, Fig. L shows what the signature box at the bottom of a newly generated contract 12 may look like.

[0051] To electronically sign the contract, the applicant and/or authorized signatory inserts the Topaz pad into the USB port of the remote computer 22a. Then, he or she clicks on the signature block with the tablet pen. The applicant or authorized signatory will be presented with an area to sign which will look like the signature box in Fig. 32. Notice that the owner title and name are in the signature box. There is also a statement which reads "'I, <owner name>, am executing this agreement as an authorized signatory on behalf of <merchant legal name>
<timestamp>. The 1o signature will appear in the box as shown in Fig. 33 and in the contract as shown in Fig. 31.

[0052] To capture multiple signatures, the software application 50 dynamically determines the number of signatures that are required and automatically employs the sequential signing function provided in Adobe to provide the required signatures. Sequential signing is a function that exists in Adobe Reader, which eliminates the back and forth between the user and the applicant or authorized signatory when signing a contract 12 electronically. To use the sequential signing feature that may be included as part of the software application 50, click the `Sign PDF' button at the top of the customized contract 12. Remember once the `Sign PDF' button is clicked, a user cannot return to the contract module 202 to make any changes._ The form is locked at this point and is ready for signature by the appropriate parties. Next, the software application 50 will determine the number of signatures that are needed and use this information in connection with the sequential signing feature to present the necessary signature blocks.
Finally, click on the `Sign-It' link at the top of your Adobe Reader as shown in Fig. 34, select the `Tools' option and select `Sequential Signing' as shown in Fig. 35.

Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 [0053] Once the `Sequential Signing' link has been selected, the first signature box will automatically pop up. Finally, after the applicant or authorized signatory signs the signature area and clicks `Ok' the next signature box will pop up automatically_ This process will continue until all signature spots are complete. When all signatures are captured, the signature box will no longer appear automatically.

[0054] Once the customized contract 12 has been locked for signature the user cannot change any of the information in the customized contract 12. If the customized contract 12 has been tampered with, the final signature in the customized contract 12 will not be valid. The user can tell if the document has been tampered with by holding the mouse over the final signature captured in the digital contract as shown in Fig. 36. If the last signature is invalid the signature box may appear as shown in Fig. 37. A customized contract 12 that has been tampered with maliciously may also show each signature with a big red `X' over the signature, or use other means to signify that the customized contract 12 has been tampered with.

[0055] Once the customized contract 12 has been uploaded into the system, the following files may be saved onto the storage area network (SAN): A Flattened Contract File -The dynamic, customized contract 12 is a large file. When the contract 12 is loaded into the system 10, the file may be `flattened' to reduce its size and make it easier to work with. The flattened PDF is just like a paper contract that is scanned as a PDF; and an Original Digital Contract - The original file with all of the original electronic signatures.

[0056] Software for capturing electronic signatures is offered by companies such as CIC.
Additional information about CIC and its products may be located at http://www.cic.com/products/signit/. CIC signature capture areas are embedded dynamically into the customized contract 12 depending on the deal type and deal specific parameters. The Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 CIC software allows an applicant to sign electronically exactly where the contract would be signed if it were pen and paper.

[0057) Prior to generating a contract, the user may enter deal information 90B
into the deal sizing module 200 and the deal sizing module 200 may conduct a deal sizing analysis to determine the financial constraints that may apply to the underlying transaction for a particular applicant. It should be understood that the term applicant, as used herein, may be used to describe individuals, merchants, businesses or other entities that are entering into a contract with the user or its employer. The deal sizing analysis may be conducted for a variety of transactions, including loans, mortgages, credit facilities, insurance coverage, supply agreements, etc. To conduct deal sizing analysis, the user may first complete an initial application 240 that requests general information about the applicant, its financial history, its business, its credit history, its requested funding amount, etc. After the initial application 240 is completed, the user may advance from the deal sizing step to the contract creation step by clicking on a next page button.
The user may also select a save icon to save partially completed forms that are completed online or offline. To generate customized contracts 202, the system 10 may process information 90A
and 90B from the deal sizing stage through to the contract creation/generation stage. The initial application 240 may be used strictly for deal analysis and basic data collection. When the deal sizing step is completed, all information captured in the initial application 240 may be automatically populated into the Digital Contract.

[0058] For extracting contract information 90A and deal information 90B from the dynamic forms 210 or the application 240 for use in generating the desired contracts, the system 10 may employ middleware. To extract deal information 90B from the deal sizing module 200, the system 10 may employ Java-COM bridge technology and save the information on a remote Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 computer. At this point, the file is readable by a JXL API. To extract values of interest from the XLS into the java beans for processing by the system 10, the software application 50 reads a proprietary XLS/java bean mapping file. Next, the java beans are pushed through a Jibx API, which utilizes Jibx mappings to generate XML data based on the values in the java beans. To import the XML data from the Jibx API into a blank version of the customized contract 12, the software 50 may use the Adobe XPAAJ API. Other middleware capable of processing java beans, or similar modules, and generating XML data, or similar data, may also be used without departing from the teachings described herein.

[0059] It is common when entering into an agreement that amendments to the agreement may be necessary to satisfy special terms of the deal at hand. It is also common for an agreement to consist of a master agreement and several amendments which are all signed as part of the contract execution process. To reduce the need for amendments and to create a more cohesive document, the software application 50 may dynamically insert amendments as clauses or dynamically insert sub-forms into the master agreement by leveraging application business rules.

A master form may be a digital representation of a standardized paper document, including loan agreements or applications, mortgage agreements or applications, credit agreements or applications, insurance agreements, policies or applications, supply agreements, etc. An exemplary flowchart showing how clauses may leverage business logic to be dynamically inserted into a customized contract 12 is shown in Figure 25.

B. Existing Contracts.

[00601 The previously mentioned buttons and icons allow a user to navigate back and forth between the deal sizing and contract generation steps as necessary to satisfactorily size a deal and generate a customized contract. To provide secure document retention, users may only Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 access and edit contracts that have not been signed. Once the contract has been signed, the system 10 may lock the contract and restrict modifications or amendments thereto. The system may also restrict modifications or amendments to contracts if a contract is uploaded in the database 40 for the system or if the sign PDF button 216 is selected. If a contract is locked, it 5 may also be archived by the system 10.

[00611 Once the contract is signed by the applicant, the contract may be uploaded to the database 40, which may be stored on the server computer 22b, the remote computer 22a or another general computing device 22. The user will also have an option to print partially or fully completed forms, or to e-mail forms to applicants or others. In addition, once a contract is signed by an =

10 applicant, the applicant has indicated that he is agreeing to the terms of the contract and the terms of the contract cannot be changed without the applicant's permission. Various procedures may be put in place for effectuating post-signing changes, such as requiring the contract to be printed out, faxed to the applicant, initialed by the applicant, and uploaded into the database 40 of the system 10. Once the contract is uploaded into the system 10 the workflow may be automatically initiated and routed to the appropriate work queue. Figure F shows an exemplary workflow for generating a new or renewal contract 12.

1. Renewal Contracts.

[0062) To renew existing contracts, a user must first access the software application 50. In this instance, the user may need to be online and connected to a virtual private network or local area network. Again, updates or patches will be automatically downloaded as necessary during online use. Once the software application is started, the user may choose to renew an existing contract by selecting the renew an existing contract button 104 in the contract selection box 100, as shown in Fig. 29.

Serial. No.: Not Yet Assigned Atty Docket: 15328.02US1 [0063] To determine the contract that the user would like to renew, the user may search a list of existing merchants from the merchant search box 110, as shown in Fig. 24. For example, the user may enter a search term in the merchant name box 112 of the merchant search box 110. If the desired merchant is listed in the merchant search box 110, the user may select the desired merchant and select the action button 114. It should be understood that the term merchant as used in this specification also refers to applicants as those terms are used synonymously herein.
[0064] After an applicant is selected from the merchants listed in the merchant search box 110, a contract may be downloaded from the system 10 and the user may edit or update the information as necessary. All merchant specific information is pulled from the legacy system and populated into the customized contract 12. Once all the information is accurate, the user may select a generate contract button 212.

[0065] If additional or updated contract information 90A and deal information 90B is needed, the software application 50 may use the contract module 202, described above, to prompt users to enter such information 90A, 90B. As mentioned above, the contract module 202 may be stored on the remote computer 22a and may include one or more dynamic forms 210.

D. Document Management.

[0066] The system 10 may also serve as a document management system, whereby users may access any contracts that were generated by or that are stored on the system 10. This will include the ability to access contracts that were migrated from legacy systems into the system 10, as discussed in more detail below. In addition, the contracts may be stateless and document centric, which means that any changes to contract information 90A, deal information 90B
or other information will be repopulated across all relevant contracts or documents within the system 10 Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 without any manual data re-entry. This will eliminate data entry mistakes by eliminating redundant data entry within the contract process.

[0067] In addition, when an applicant is ready for renewal, the contract information 90A and deal information 90B may be automatically extracted from the system 10 and automatically pre-populated in the applicable dynamic forms 210 at this time. For example, the user may access the system 10 (which again may be an AS400 system or any other data repository system) directly from the remote computer by using the software application 50. Then the user would select an existing applicant for processing. For choosing a particular existing applicant and contract, the software application 50 may include an interface for conducting real time searches of the database 40 for applicants/merchants that are up for renewal. The user may then scroll through the search results and select an applicant and/or contract. The contracts and dynamic forms 210 forms associated with the selected applicant will be uploaded to the user and become accessible by the user, along with any contract information 90A and deal information 90B
associated therewith. The contract information 90A and deal information 90B
may also be electronically inserted into the applicable dynamic forms 210 at this time.

[0068] To upload contracts into the database 40 for the system 10, contracts may be uploaded directly from the software application 50 to a contract tracking workflow system 230. While it is preferred that the contract tracking workflow system 230 is stored on the server computer 22b, the contract tracking workflow system 230 may also be stored on the remote computer 22a or other general purpose computing devices. It is also envisioned that the contract tracking workflow system 230 will be capable of interfacing with any documents that are created in any type of format or environment, including in connection with proprietary or `shrink wrapped' Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 software. When the contract is uploaded into the contract tracking workflow system 230, the following happens:

(1) The contract is uploaded into contract tracking workflow system 230;

(2) The dynamic forms 210 are uploaded into contract tracking workflow system 230;
(3) The database 40 is automatically populated with contract information 90A
and deal information 90B from the dynamic forms 210 and contract;

(4) An appropriate approval level for the contract is set by the system 10;
and (5) An email notification is sent to a contract coordinator advising that there is a new contract in the queue which requires review.

Lastly, although the present invention utilizes a document management environment, it is also possible that the system 10 and software 50 may operate in a manner that does not necessitate document management functions or that does not require a document management system.

E. Legacy Systems.

[0069] The software application 50 is designed to integrate contract information or supporting deal terms into the system 10, which may include any industry-recognized data repository system, as are well known in the industry. Integration into the system takes place after a contract is fully vetted on the business end.

[0070] Initial vetting of the contract is done in the deal sizing module 200.
To identify an acceptable deal size, the deal sizing module 200 accepts merchant specific information such as credit history, credit card sales and geography. Once the work flow for generating a customized contract 12 enters the contract generation step, the contract module 202 presents a dynamic form 210 for capturing contract information 90A. The dynamic form 210 for capturing contract information 90A is presented in an intuitive manner. All contract specific questions are asked in plain English (e.g., how many owners are there?). In addition, the software application 50 is Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 designed to leverage internet best practices to eliminate mistakes, such as by identifying required form fields with a red asterisk, not allowing null entries for required form fields, checking form fields for correct data types (numeric fields, `@' in email addresses..
.etc.), enforcing business rules as part of the information collection process (i.e., not allowing incorrect answers to questions, and not allowing the system 10 to generate a contract if all required form fields are not populated). An example of enforcing a business rule as part of the information collection process is of the software application 50 asks, "what type of entity is this location?" and "what is the owners title?" If the answers to the previous questions are, "corporation"
and "owner", the system will indicate an error because "owner" is not an acceptable title for a corporation. The combination of asking questions in plain English and leveraging internet best practices helps eliminate contract mistakes, which helps to establish consistency in contract data as it flows into the systems. An exemplary flowchart showing how plain English questions may be used to generate customized contracts 12 is shown in Figure 28.

[0071] At this point, all approved contract information 90A and deal information 90B (which has already been digitally inserted into the contract tracking workflow system 230) is digitally inserted into the data repository, which may be an AS400 system. No manual intervention or data entry is necessary. Although the foregoing example contemplates integrating contracts into an AS400 system, the software application may also be designed to interface with any legacy system currently available or similar systems that may become available in the future.

F. Contract Type.

[0072] In addition to populating the dynamic forms 210 with the necessary contract information 90A and deal information 90B, the software application 50 may also employ a contract structure form 220. The contract structure form 220 may use sentence based questions with use of drop-Serial No.: Not Yet Assigned AttyDocket: 15328.02US1 down boxes to elicit intuitive answers from the user that may be used to dynamically generate customized contracts 12. Based on the answers to the contract structure form 220, a particular contract shell 222 will be loaded by the software application 50 and relevant contract amendments 224 will be embedded in the contract as dynamic clauses 226. The sentence based questions promote internal consistency and avoid "mistakes" because they employ pre-approved business rules. Dynamic clauses 226 are clauses that are automatically selected and entered into a contract.

[0073] For completing the contract structure form 220, a navigation panel 228 may be provided.
The navigation panel 228 may allow the user to move around in the contract structure form 220 and answer questions that are particularly pertinent for the contract that is being generated.

Depending on the product type, whether the contract is a new or renewal contract, or whether an amendment is being generated, various contract shells 222 and dynamic clauses 224 may be required, and examples of the possible contract shells 222 are shown in Fig.
20. The contract structure form 220 may also assist in determining the dynamic clauses 224 that should be included as part of the contract. Once this determination is made, the dynamic clauses 224 will be built into the initial contract as amendments for both the renewals and new deals. Although an unlimited number of potential amendments exist, some sample amendments that may be included as dynamic clauses 224 are listed below:

= Renewal Amendment;
= Term Amendment;

= Pricing Amendment; and = Third Party Payment Amendment.

Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 [0074] Contract structure forms 220 may be dynamic in nature for capturing contract information 90A, supporting multiple products, supporting multiple amendments for multiple products and supporting dynamic clauses 224 for multiple products and contract types that may be processed by the contract module 202. There may be two types of contract structure forms 220 in the software application 50, the data capture form 220a and the contract output form 220b.
The data capture form 220a is a collection of dynamic forms 210 used to capture information relevant to the agreement. The contract output form 220b is a dynamic digital representation of a legally binding contract. The data capture form and the contract output form may be dynamic in nature and both may be built dynamically based off of answers from plain English questions presented by the contract module 202. Each answer to a plain English question may also trigger a business rule, which may cause the contract module 202 to (1) dynamically insert a sub-form into a master agreement, (2) dynamically create a data capture area to gather contract information, or (3) create a contract amendment for insertion into the customized contract 12.
Below is an example of this process.

Example: If we wanted to create a renewal contract 12 for seven Acme Widget stores, three of which are in Illinois and three of which are in Florida, the process for creating such a contract 12 would be as follows:

1. Question #1 - What type of Product would you like to create a contract for?
<option>Widgets</option> selected <option>Yo-yos</option>
<option>Pet Food</option>

Business rule triggered - By selecting the product type `Widgets' the `Widget Master Agreement' is identified as the contract shell or master form.
2. Question #2 - Is this a new contract or a renewal contract?
<option> New</option>
<option>Renewal</option> selected Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 Business rule triggered - By selecting `Renewal' a custom renewal discount percentage is inserted into the contract shell. A dynamic clause or a sub-form is inserted into the master agreement to satisfy this requirement.

3. Question #3 - How many merchant locations are included in this contract?
<option> 1 </option>
<option>2</option>
<option>3</option>
<option>4</option>
<option>5</option>
<option>6</option>
<option>7</option> selected <option>8</option>
</option>9</option>
<option> 1 0</option>

Business rule triggered - By selecting <option>7</option> as the number of merchant locations, the data capture area for merchant specific contract information is dynamically replicated seven (7) times. The data capture form initially has one (1) area identified to enter merchant information. By selecting seven (7) merchant locations, six (6) additional merchant data information sub-forms may be dynamically created. Conversely if the number of locations is changed to five (5), the number of merchant data capture areas will be reduced to five (5) and so on. This may also dynamically change any fields that relate to the number of locations in the customized contract 12 to correlate to the new data for the number of locations. This may also cause any areas where merchant information needs to be displayed on the contract output form to be dynamically changed to suit the number of locations chosen in the data capture area. In this case there will be seven merchants who are part of the contract 12 and any required amendments to or clauses for the customized contract will be dynamically created with sub-forms and populated with the relevant merchant information captured in the data capture forms.
4. Question #4 - Are all of the merchant locations in the same state?
<option>Yes</option>
<option>No</option> selected Business rule triggered - If this question is answered `No', then a new question is added to the data capture form. A sub-form may be dynamically inserted into the data capture form immediately after this question. The new question reads `Are any of the merchants located in Illinois?' 5. Question #5 - Are any of the merchants located in Illinois?
<option>Yes</option> selected <option>No</option>
Business rule triggered - If an Illinois location exists a dynamic clause will be added to the Master Agreement. By answering this dynamically generated question, `Yes', a clause (sub-form) will be dynamically inserted into the Master Agreement. If the question had been Serial No.: Not Yet Assigned AttyDocket: 15328.02US 1 answered `No' then no dynamic clause would have been added to the Master Agreement with respect to the location of merchants in Illinois.

In the PDF documents that are used to generate the contract 12, the components that make up the PDF may be contained inside sub-forms, which may be contained inside other sub-forms. To make the PDF form dynamic, the system may add logic into the different component events. In the sub-forms that are shown in Figures 26 and 27, there is JavaScript in the change event of the different Address drop down component that will hide and unhide the posDBAAddress sub-form.

[0075] A renewal amendment is an amendment that seeks to renew the contract on the same terms as the existing contract. A term amendment is an amendment that seeks to alter the term of an existing contract. A pricing amendment is an amendment that seeks to alter the price or payment obligations of an existing contract. A third party payment amendment is an amendment that directs one party to an existing contract to satisfy a payment obligation of the other party to a third person or entity.

[0076] To assist in formulating sentence based questions that will elicit answers that enable the software application to generate customized contracts 12, a general outline may be provided to outline the structure of the dynamic forms 210. As shown in Fig. 21, this starts with determining the deal type, adding the required contract information 90A, deal information 90B and product information 90C, producing a product, and building the customized agreement.

G. Personal Guarantees.

[0077] To address credit concerns with respect to applicants/merchants, the system 10 may also require personal and/or corporate guarantees or security agreements. Since the rules for determining the need for a personal/corporate guarantee vary on an agreement-by-agreement Serial No.: Not Yet Assigned Atty Docket: 15328.02US 1 basis, the system may include tables that outline the types of guarantee provisions that are need with various forms 210. An exemplary table for such guarantee provisions is shown in Fig. 22.
[0078] While specific embodiments of the present invention have been described in detail, it will be appreciated by those sldlled in the art that various modifications and alternatives to those details could be developed in light of the overall teachings of the disclosure. For example, the processes described with respect to computer executable instructions can be performed in hardware or software without departing from the spirit of the invention.
Furthermore, the order of all steps disclosed in the figures and discussed above has been provided for exemplary purposes only. Therefore, it should be understood by those skilled in the art that these steps may be rearranged and altered without departing from the spirit of the present invention. In addition, it is to be understood that all patents discussed in this document are to be incorporated herein by reference in their entirety. Accordingly, the particular arrangement disclosed is meant to be illustrative only and not limiting as to the scope of the invention which is to be given the full breadth of the appended claims and any equivalents thereof.

Claims (20)

1. A method for generating customized contracts, the method including the steps of receiving contract information and deal information at a software application;

populating a database with the contract information and deal information;
selection by the software application of a contract shell;

selection by the software application of various clauses and addendum to be included as part of the contract based on the contract information and deal information that is received; and generating the contract in accordance with the contract shell and including the clauses and addendum that were selected by the software application.

2. The method of claim 1, further comprising the step of analyzing a proposed transaction for underlying financial constraints based on the deal information.

3. The method of claim 1, further comprising the step of uploading the generated contract into a document management system for future access and modification.

4. The method of claim 1, wherein the contract information and deal information are received through a dynamic form.

5. The method of claim 4, wherein the information requested by the dynamic form is selected based on a predetermined set of rules.

6. The method of claim 1, wherein the contract shell is selected based on the contract information and deal information.

7. The method of claim 1, wherein the contract information comprises corporate information, address information, legal and accounting information, contact information, general location information, owner information, fund location owner information, member appreciation information, bank information, location processing information, processor or merchant information and restaurant equipment information.

8. The method of claim 1, wherein the deal information comprises merchant data, days and hours of operation information, personal guarantor information and corporate guarantor information.

9. The method of claim 1, further comprising the step of allowing the user to edit or modify the generated contract.

10. The method of claim 1, further comprising the step of displaying a digital version of the contract to be generated.

11. A system for generating customized contracts comprising:

a server for storing contract information and deal information;

at least one user interface for inputting contract information and deal information;
a plurality of pre-stored contract shells and contract clauses; and software enabling the generation of a contract through selection of a specific contract shell and specific contract clauses based on contract information and deal information received from a user.

12. The system of claim 11, wherein the at least one user interface is a computer.

13. The system of claim 11, wherein the at least one user interface is comprised of a first interface and a second interface.

14. The system of claim 13, wherein the first interface is remotely displaced from the second interface.

15. The system of claim 11, wherein the at least one user interface is remotely displaced from the server.

16. The system of claim 11, wherein the at least one user interface and the server are in communication.

17. The system of claim 11, wherein the contract information comprises corporate information, address information, legal and accounting information, contact information, general location information, owner information, fund location owner information, member appreciation information, bank information, location processing information, processor or merchant information and restaurant equipment information.

18. The system of claim 11, wherein the deal information comprises merchant data, days and hours of operation information, personal guarantor information and corporate guarantor information.

19. The system of claim 11, further comprising a document management system for storing and accessing generated contracts.

20. A computer readable medium encoded with software enabling the generation of customized contracts through the selection of a pre-stored contract shell and set of contract clauses based on user inputted contract information and deal information.