FR2822265A1 - Creation of contracts by non-legal specialists within companies using a software support tool that allows legal document templates and associated clauses to be accessed in a central module to draw up acceptable contracts - Google Patents

Abstract

Tool for helping in the drawing up or wording of contracts comprising a server and a network via which users can connect to the computer from client computers. The server comprises a store of contract templates, each defined by a collection of clauses able to appear in a corresponding contract. The server enables user access to template clauses and means allowing administrators to create new or modify existing contract templates.

Description

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DOMAINE GENERAL
La présente invention est relative à un outil d'aide à la rédaction de contrats. HELP TO DRAW UP CONTRACTS

GENERAL AREA
The present invention relates to a tool for assisting in the drafting of contracts.

 The tool proposed by the invention is particularly suitable for assisting in the drafting of contracts within companies or groups of companies of large dimensions.

 It is in particular intended to allow non-lawyers to draft and negotiate in complete safety, independently - that is to say without the assistance of lawyers - the contracts which they may need for the projects for which they are responsible .

 Thus, the proposed tool avoids having to systematically have to call on a lawyer for each contract.

STATE OF THE ART
We already knew in the state of the art software for help in drafting contracts.

 These are generally software whose application is done on individual microcomputers.

 They are usually intended for lawyers and most often confine themselves to proposing a catalog of clauses from which they can make selections.

 The user is not guided and constrained in his choices, except for information relative to the content of the clauses.

 In addition, it is generally not possible to intervene in the catalog in this regard to modify the clauses listed therein, supplement them, update them.

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PRESENTATION OF THE INVENTION The invention proposes a tool which makes it possible to assist non-lawyers in their drafting of contracts, or even also in the negotiations which they may have to conduct.

 It has the advantage of making the contract service available immediately and at any time in a company, for example through its intranet.

 Yet another advantage of the tool that is proposed is that it allows interactive updating of the clauses, explanations and recommendations that are given to users through it.

 Thus, the invention provides a tool for assisting in the drafting of contracts, characterized in that it comprises processing means and a network by which users can connect to said processing means from individual stations, said means of processing comprising means in which are stored templates of contracts each defined, at least in part, by a set of clauses which may appear in the body of a contract corresponding to this template, said processing means comprising suitable means to allow users to have access to the clauses of these templates, as well as means capable of allowing administrators to create new contract templates and / or to modify or delete already created contract templates.

 Such a tool in particular has the advantage of being able to integrate perfectly into a company's intranet without requiring individual installation.

 Non-legal users have access to simple screens which guide them in their choice of clauses, give them useful information for drafting contracts (warnings on impacts, advice on the values to be entered) and allow them to generate a final file. printable and editable.

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 Lawyers are involved in creating and updating data through specific screens reserved for them.

 It is understood that such a tool which has just been described makes it possible to unload in a significant way the assistance which lavishes generally in a society the jurists for the daily drafting of different contracts.

 In addition, contracts produced by users have the advantage of being standardized and designed by lawyers, and therefore relatively secure.

The tool also makes it possible to build a mass of legal knowledge and has the additional advantage of informing and educating non-lawyers about contractual aspects. DESCRIPTION OF THE FIGURES
Other characteristics and advantages of the invention will emerge from the following description, which is purely illustrative and not limiting and should be read with reference to the appended drawings in which: - Figure 1 is a schematic representation of the architecture of 'A tool according to a possible embodiment of the invention; - Figure 2 is a schematic representation illustrating a possible example of a sequence of screens for the administration module; - Figure 3 illustrates a possible example of a sequence of screens for the user module; - Figures 4a, 4b and following illustrate different screens which can be used by a tool according to a possible embodiment of the invention.

d'un ou plusieurs serveurs, référencés de façon générale par 1 sur la figure 1. DESCRIPTION OF AN EMBODIMENT OF THE INVENTION General architecture
The assistance tool for drafting contracts which will now be described is an intranet tool, the functionalities of which are implemented from

one or more servers, generally referenced by 1 in Figure 1.

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 This server 1 - or this set of servers - is networked to a plurality of individual microcomputers through which: - non-legal users can access the assistance services for drafting contracts which are managed by said server or set of servers 1; - administrators (lawyers) can intervene on the tool to modify its content.

 Furthermore, this server or set of servers 1 notably includes an "administration" module 2, a "user" module 3 and a database 4 in which the "templates" of the various contracts are stored, this database integrating in addition, data libraries listing configuration data necessary for the operation of the application, as well as data that can be reused from one contract to another. It also includes a set of computer files (so-called flat files) containing contract descriptions in XML language. These descriptions are not in the database.

templates
A contract template is a precise definition of its structure.

"conditions particulières", contrat-cadre et pour le cas des contrats cadres"lettre de commande"). It includes in particular: - general information on the contract: 'type of contract (framework contract, one-off contract); 'form of document ("one block" contract, "general conditions",

"special conditions", framework contract and in the case of framework contracts "order letter").

- the hierarchy of articles, paragraphs and paragraphs of the main body of the contract; - the list of annexes - the properties of each component (articles, paragraph, paragraph ...) of contracts: name, description, rank, optional option or not, ...

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- the management rules associated with the components (incompatibility rule between two components in the case of a multiple or optional choice - example: a paragraph A does not exist if the optional article B is not chosen); - the texts of the paragraphs with the input zones which must be integrated there; - comments or information that can guide the user.

Note that access to the template in creation / modification / deletion is open to any legal administrator.

Data Libraries
The data libraries contain information which can be reused from one contract to another (this is particularly the case with appendices to contracts) or configuration data which may be used by the "administration" module. or by the "user" module independently of the templates: list of contracts, list of contract families, list of contracts attached to each family, etc.

 It should be noted in this regard that each contract can be linked to one or more families.

 Examples of families defined by administrators can be the following: confidentiality agreement, commercial purchase, network purchase, distribution, IT, promotion, etc.

Module "administration"
As illustrated in FIG. 2, the administration module 2 allows an administrator (lawyer) to have access, via a main screen 10, to statistical consultation screens 11, for entering families 12, for entering contract names 13, entering annexes 14, and managing templates 15.

 The template management screen 15 returns the user to definition screens.

 A first definition screen is a screen 16 intended to make it possible to enter general information concerning the template.

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 Other screens 17 which can be accessed after this general definitions screen are screens allowing the administrator to enter the various articles, paragraphs and paragraphs.

Module "user"
Module 3 allows the user to have access to a main screen allowing him to choose from a selection of contracts.

After selecting a contract name, said module 3 presents the user with a welcome screen allowing him, if necessary, to select the type or form of the contract from the different types of contracts and possible forms for it. He can define this contract as a favorite: it will be accessible directly thereafter
After selecting the type and form of the contract, the user is presented with a screen giving him the summary of the articles.

 From this screen, the user can enter the header and end of contract information, select each optional article, paragraph and paragraph and complete the entry fields for each article, paragraph and paragraph. that are provided for and to make choices (optional or multiple choice component).

que l'illustre la figure 1, soit l'imprimer, soit le stocker, soit encore le transmettre par e-mèl. The resulting file is an RTF file and it is possible, after conversion, to manipulate in a conventional way for, for example, thus

as illustrated in Figure 1, either print it, store it, or send it by e-mail.

Description of the screens and the functions associated with them
Successive screens presented either to an administrator or one to user by the modules 3 and 4 will now be described with reference to FIGS. 4 and following.

Home screens
The home screen illustrated in FIG. 4a is a screen which presents the administrator with a banner on which is displayed, from left to right, the various managements to which he can have access: family management,

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 names management, appendices management, templates management, statistics consultation.

 The home screen on the user side, represented in FIG. 4b, allows the user either to select a contract from a list of favorites, or to select a contract by family, by contract name or by keyword.

'' Contract families
The contract families are created by the administrators from a "family management" screen (figure 5a) to which they can access from the home page.

 To define a family, the administrator enters a label by which the family will be referenced.

He enters a description giving the type of contract to which this wording is addressed.

As illustrated in Figure 5b, the list of families appears on the user's home screen when he selects the "ALL FAMILIES" section.

'' Contract names
When the user selects a contract family, he is presented with a series of contract names which are attached to this family.

 The contract names are entered by a legal administrator from the "name management" screen to which he has access from the home screen.

 This "name management" screen (FIG. 6a) presents the administrator with an "contract name" input area, as well as a sub-screen in which the names of contract families are listed to which he can attach the new name of contract he creates.

 By creating a contract name, he also has the possibility of attaching it to keywords.

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To this end, when the administrator selects the "choice" icon next to the "keywords" section, a sub-screen appears in which the keywords stored in the library are listed.

 It is possible for the administrator to check boxes to the left of these keywords to select them for the new contract name he creates. Icons are also provided on this sub-screen to allow the administrator to add, modify or delete keywords in the list stored in the database 4.

 All of the keywords stored in said database are presented to the user when the user wishes to make a selection by keyword from the home screen (FIG. 6b).

 The user ticks the selection boxes that appear to the right of the words to which he thinks he can relate the type of contract he wishes to build.

 The 3 user module then searches for the contracts which are attached to these keywords and presents a list to the user so that he can select the one that interests him.

Explanations, warnings, help in drawing up contracts
By adding a new contract name from the "administrator name management" screen, fill in the explanations and warnings sections, help in drawing up contracts (figure 7a).

 The text entered by the administrator for each of these different headings is that which appears on the screen page to which the user has access when he has chosen a contract name.

l'utilisateur sous les rubriques conditions à remplir , les enjeux du contrats , aide à l'élaboration du contrat (figure 7b). In particular, these texts appear respectively for

the user under the headings conditions to be fulfilled, the stakes of the contracts, helps in the development of the contract (figure 7b).

 With regard to this last section, it should be noted that it is presented to the user in the form of a bubble which appears when the user selects on his screen the icon of the help section.

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 The user then has the option of scrolling through the entire content of this help bubble.

 Generally, this section gives him elements on the different fields he will have to fill in the contracts, as well as information on negotiation and on the importance of the clause.

The user can optionally move it and keep it while writing, except when he moves to another article. has appendices
With regard to the appendices, these are drawn up under WORD (registered trademark) and are saved in the form of files in RTF format.

To add an annex, the administrator saves from the screen page management of annexes (figure 8) the name of the RTF file of the new annex that he wishes to integrate by associating it with contract names if necessary. '' use them as filters and also by filling in description and comment fields. m templates
An example screen that is offered to administrators for managing templates is illustrated in Figure 9a.

 This screen allows you to associate a contract name with a type of contract (framework, punctual) and a form of contract (a block, general conditions (CG), specific conditions (CP), order letter (framework contract only)) .

 In addition, the administrator also fills in a comments section which is intended to appear in the form of a help bubble which is proposed to the user in his form screen, next to the frame choice of form which is proposed to him ( Figure 9b).

 In this comments section, the administrator gives the user advice intended to enable the user to correctly choose the type and form of his contract.

 In addition, on this screen (Figure 9a) by which the administrator gives general information on the template associated with the contract name,

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 the administrator also provides a title which will be the one which will appear on the contract which will be edited and which may be different from the name of the contract which will appear on the screens of the user.

'' Header and articles
Once these general template definitions have been given, the administrator defines the header and then the articles of the contract.

 From a first "header" screen, the administrator completes three text headings introducing the parties and defining the text of the preamble of the contract (Figure 10a).

qui apparaissent à cet effet sur ces écrans (figure 1 Ob). For each of the text headings, the administrator also enters a comment text which will appear to the user in the help headings bubbles, if he selects them by clicking on the icons.

which appear for this purpose on these screens (Figure 1 Ob).

The text headings are presented to the user as texts which he cannot modify, but in which he can fill in the input zones (called tags) introduced for this purpose by the administrator within the texts of header or articles.

 Note that such an input area is defined on the administrator's side by a field defining the type of data to be entered (text, date, number, alpha numeric, etc.), as well as by a certain length.

 When going to the screen allowing him to define articles, paragraphs or paragraphs, an administrator indicates the article, paragraph or paragraph number, as well as its title for the article only (figure 11 a).

 A window presents him with the list of articles which are provided for the selected template, with a numbering of these articles which corresponds to the order in which they must appear successively if they are all selected.

 In the case where several articles, paragraphs or paragraphs have the same number, this results on the side of the user by a choice among several possibilities.

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 A choice section then appears on the user's screen (Figure 11b).

 Of course, the administrator also has comments fields to fill in which are accessible by the user when he selects the help sections.

 Also, by creating a new article, paragraph or paragraph, an administrator can specify that it is "optional".

 In this case, the article appears on the user's screens with a box allowing him to select this article by checking in the said box (figure 11 c).

 The administrator can have a preview of his template by clicking on a button.

'' Attachment of annexes to a template
In addition, the administrator has the option of attaching annexes to a template.

 On the screens presenting the paragraphs attached to an article, a window is provided which allows an administrator to select annexes to which it is appropriate to refer (FIG. 12a). The administrator must choose these appendices from those previously entered in the appendix library.

 It is also possible at any time when it is in "template management" to have access to an appendices screen allowing it to add or delete appendices for a template (figure 12b).

The administrator then refers to these annexes from the paragraph texts using an annex tag. The renumbering of the annexes is automatic according to the choices made (optional articles, ...).

'' Compatibility rules
Furthermore, once the header, articles, paragraphs, paragraphs have been defined, the administrator must define compatibility rules for the case in particular where articles corresponding to several choices are present.

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It may indeed be that any choice of component (article, paragraph, paragraph) is incompatible with the presence of other components in the contract.

 To this end, when the administrator selects the "rules" screen, he is presented with a list of existing rules in a window, a list which he can modify by adding, deleting and modifying rules (figure 13).

 This screen also displays for the rule which is selected in the aforementioned window a sheet which summarizes all the articles, paragraphs, paragraphs and appendices of the template.

 Boxes that the administrator can check appear on the left side of this screen, next to each article or paragraph or paragraph which is either a multiple choice or optional.

 Also, boxes appear on the right side of the screen next to each of the paragraph or appendix articles and paragraphs.

de connaître le nombre de connexions au service, et le nombre d'accès par contrat et gabarit. Mais aussi d'avoir un détail sur : - Le nombre de contrats générés après une saisie complète ; - Le nombre de contrats générés sans saisie des informations ; - Le nombre d'accès à l'aide à l'élaboration du contrat. a Fin de contrat
Du côté utilisateur, il est prévu un écran de saisie de fin, dans lequel l'utilisateur saisit le nom des signataires et le lieu et la date qui doivent apparaître en fin du contrat. By checking the boxes on the left, the administrator indicates that if the corresponding articles or paragraph, paragraph or appendix are not retained, then the articles or paragraph or annex paragraphs checked on the right side. If an article or paragraph paragraph or annex for. m Viewing statistics
The administrators have the possibility of having access to a screen of consultation of the statistics which allows them for a given period

to know the number of connections to the service, and the number of accesses by contract and template. But also to have a detail on: - The number of contracts generated after a complete entry; - The number of contracts generated without entering information; - The number of accesses to help in drawing up the contract. a End of contract
On the user side, an end entry screen is provided, in which the user enters the names of the signatories and the place and date which must appear at the end of the contract.

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When the user has arrived at a contract which he considers complete, he clicks on a button to request generation and then selects in a banner which he has on the last page of the different screens of the contract which he has selected the link function. on the file to recover the final RTF file.

At the generation request, the server 1 then performs a consolidation on the template selected by the user by applying the compatibility rules according to the choices that have been made and by integrating the information that may have been entered by the user. in the input areas ("tags") of the header and articles, paragraphs or paragraphs.

It also completes the final file by adding RTF files corresponding to the appendices in the same final RTF file.

The articles, paragraphs, paragraphs and annexes are then renumbered according to the order in which they will appear on the edited contract.

In the event that the user has not commented on certain choices, each of the possibilities is included in the consolidated file with a note relating to the fact that a choice remains to be made.

A mention is also provided for the input fields which have not been filled.

The contract in RTF format can then be manipulated in WORD format (registered trademark) and in particular be modified by the user at his convenience, be printed, stored transmitted, etc.

Claims (11)

 1. Assistance tool for drafting contracts, characterized in that it comprises a server or a set of servers and a network by which users can connect to said servers or set of servers from individual workstations, said server or set of servers comprising: - a database which stores a plurality of elements called contract templates, each comprising a set of clauses likely to appear in the body of a contract; - a so-called administrator module which manages screens presented to users identified as administrators and who, depending on their entries, creates, modifies or deletes the contract templates in the database; - a module called user module which manages screens presented to other users and which, according to their selections and entries, displays on the screen pages which are presented to said other users clauses of a contract template stored in the database 2. Tool according to claim 1, characterized in that the administrator module comprises means allowing an administrator to enter alphanumeric texts by introducing there areas intended to appear on the screens presented to other users as input areas, the module administrator comprising means allowing an administrator to define a type of data to be

 entered, as well as the length of the entry area and in that the user module includes means capable of displaying on screen pages presented to non-administrator users the alphanumeric text entered by one or more administrators, with the input entered, the user module allowing entry in these areas, by non-administrator users, of data corresponding to the type and length defined by one or more administrators. <Desc / Clms Page number 15>  3. Tool according to one of the preceding claims, characterized in that the administrator module comprises means capable of displaying on the individual terminal of an administrator screen pages allowing this administrator to enter comment texts which are intended to guide and assist users, the user module comprising means capable of displaying these comment texts on the screens of a user.  4. Tool according to claims 2 and 3 taken in combination characterized in that the user module displays such a comment text on the screen of a user, in the immediate vicinity of an alphanumeric text entered by an administrator.  5. Tool according to claim 3, characterized in that the user module comprises means able to allow the selection by a user of a help function and able to display a text of comments on a screen when a user selects on said screen such a help function.  6. Tool according to one of the preceding claims, characterized in that the administrator module includes means allowing an administrator to enter a so-called family label and to attach one or more template (s) of contracts to it.  7. Tool according to claim 6, characterized in that the user module comprises means able to display on a screen presented to a user a list of contract labels, to allow a user to select one of these labels and to display on a screen presented to the user a list of contract template names attached to the selected labels.  8. Tool according to one of the preceding claims, characterized in that the server comprises at least one database listing annexes usable by several contract templates.  9. Tool according to claim 8, characterized in that the administrator module comprises means capable of allowing an administrator to attach one or more annexes to a contract template. <Desc / Clms Page number 16>

10. Tool according to one of the preceding claims, characterized in that the administrator module comprises means capable of allowing an administrator to create rules of compatibility between clauses of the same template, the server being capable, on command of a user, to edit a contract file which integrates the different clauses selected by the user and in which these different clauses are renumbered according to the order in which they appear in the contract.  11. Tool according to claim 2, characterized in that the texts entered by an administrator and the elements entered by the users in the zones provided for this purpose are memorized by the server, then used to generate a final file in RTF format, said server comprising means for assembling all of these texts and elements entered in the same file in RTF format capable of being converted to be manipulated and in particular modified, printed, stored or transmitted by e-mail by the user.