JP2006065421A - Contract document creation system - Google Patents

Abstract

<P>PROBLEM TO BE SOLVED: To provide a system for creating a flawless, secure contract document without violation of regulations. <P>SOLUTION: In the contract document creation system, all contract patterns assumed in advance for different types of contracts, cases matching the different contract patterns and indicating parts to be corrected for different items, foreseeable risks, and the like are stored in the DB of a computer. A creator of a contract document selects the type of contract that is similar to an item from the different types of contract by means of the terminal device of the contract document creation system, displays the contract patterns that correspond to the selected type of contract one after another, selects the case required for each of the contract patterns displayed, and if necessary displays the risks or the like that correspond to the patterns and the cases selected. After all selections are complete, the creator corrects the parts to be corrected into words that fit the entire contract document and each item so as to create the contract document. <P>COPYRIGHT: (C)2006,JPO&NCIPI

Description

  The present invention relates to a technical field of a contract document creation system that can easily create a contract document that does not have omissions or deficiencies in the rules.

Conventionally, when creating a contract document, the contract document is created by referring to a template of a collection of contract sentences. A system for automatically creating a contract document is also disclosed, for example, as Patent Document 1, Patent Document 2, and the like. In the standard text, it is only necessary to enter the contractor's name and individual objects, etc. The contract does not correspond to contracts with different contract types or assumptions, and the contract document itself for different cases It does not support the creation of.
By the way, for example, in the case of different types of contracts such as personal property sales contracts and intellectual property rights license contracts, or in the same type of contracts, if a contract document that matches them is created, it is inherent in the transaction. In order to understand the risks and avoid these risks, regulations must be included in the contract document. However, there are cases where the documents are missing or incomplete including the risks.
Japanese Patent Laid-Open No. 2002-150176 JP 11-265433 A

  The present invention has been made in view of the inconveniences described above. When a contract document is created, the risks inherent in the transaction are extracted and analyzed, and items to be included in the contract document are checked in order to avoid these risks. It provides a system that makes it easy to create a contract document that is displayed as a list and that is free of omissions and deficiencies and that can be relieved.

In order to solve the above problems, the present invention is a contract document creation system using a computer, and all contract patterns assumed in advance for each contract type are stored in the DB of the computer for each contract pattern. The case and the pretext and provisions corresponding to the case, checkpoints for each case or the assumed risk or explanation,
The contract document creator selects a contract type similar to an individual item from the contract type using the terminal device of the contract document generation system, reads out the contract pattern corresponding to the selected contract type from the DB, and sequentially displays the contract pattern. Select necessary cases for each contract pattern, read out from the DB, store the preamble and clauses corresponding to the selected case in the storage means, and store the entire contract document after selecting all the contract patterns and cases Read and display from the means, and display and refer to each pattern and checkpoints for each case or possible risks or explanations as necessary, and modify and enter the amended parts of the contract document into words suitable for individual projects. The contract document creation system is characterized in that a contract document is created by a matching means by specifying the contract document clause number and citation clause by order editing. It is a non.

  According to the system of the present invention, when creating a contract document, all the contract patterns assumed in advance for various contract types are prepared, and matters to be included in the contract document in order to avoid the risks inherent in the transaction Can be displayed as a checklist, and the order of the clauses and the quote clauses can be automatically matched to easily create a contract document that can be relieved without any omissions or inadequacies.

A preferred embodiment of the present invention will be described with reference to the drawings.
FIG. 1 shows a flowchart of an operation procedure in a terminal device of a computer of the system of the present invention. When a contract document is created, the system is operated in the terminal device of the contract creator's computer in step 1. Start. First, on the display screen on the Web of the terminal device, for example, a contract type selection screen for a contract such as a property sales contract or an intellectual property license contract is read from the database (DB) of the computer and displayed. In step 2, the contract type closest to the contract case to be created by the contract document creator is selected on the terminal device.
Specifically, the contract types include (1) movable property sales contract, (2) movable property lease contract, (3) sales agent contract, (4) development consignment contract, (5) intellectual property license contract, (6) Software license agreement, (7) Technology development agreement, (8) Confidentiality agreement, (9) Property transfer collateral agreement, (10) Settlement agreement, etc.
Here, as a first embodiment, a process for creating a contract document for a property sales contract will be described. As will be explained, the computer of the data management device 2 (FIG. 3) or the terminal device 3 (FIG. 3) has (1) a trading company for electronic parts as an example of a property sales contract. On the other hand, we decided to start a business to continuously supply electronic parts for digital cameras. X purchases parts from domestic electronic parts manufacturers A and B, and overseas electronic manufacturer C, and delivers them to Y's domestic manufacturing base. Y manufactures digital cameras by combining parts purchased from X with various other parts and sells them domestically and overseas. Prior to the start of transactions, X and Y define basic conditions for sales transactions, and therefore, contract documents that are assumed to conclude sales basic contract documents are stored in a computer database.
Here, on the contract type selection screen in step 2, “(1) movable property sales contract” is selected from the contract types (1) to (10).

Next, when “(1) Property sales contract” is selected in Step 2, a pattern that covers all possible preambles and clauses is displayed in the contract document of the property sales contract, and a pattern to select from these patterns A selection screen is displayed, and the process proceeds to pattern selection in step 3. In the case of moving to step 3, in step 3 ', the contents of the risk, checkpoint, explanation, etc. corresponding to the pattern can be always referred to if necessary.
The pattern to be selected in step 3 is often recognized as the preamble and each clause of the contract document, and all of the patterns that can be considered in advance are stored in the database so that they can be displayed on the terminal device screen. Has been. (1) Possible patterns for property sales contracts are “1. Scope of basic contract” (preamble) “2. Preferential relationship with individual contract” (hereinafter referred to) “3. .Establishment of individual contracts ”“ 5. Delivery method ”“ 6. Inspection method ”“ 7. Handling of rejected products ”“ 8. Transfer of ownership ”“ 9. Transfer of risk burden ”“ 10. “11. Payment Date / Payment Method” “12. Quality Control” “13. Liability for Warranty” “14. Share of Liability among Parties for Product Liability” “15. Obligation to Supply Repair Parts” “16. Intellectual property rights infringement claims ”,“ 17 profits lost for a period ”,“ 18. Contract cancellation ”,“ 19. Validity period ”,“ 20. Dispute resolution ”. Of these patterns, it is not necessary to select a pattern unnecessary for the contract creator on the terminal device, and the item is skipped.
Here, “1. Scope of basic contract” (preface) is selected in the pattern selection in step 3.

Next, when “1. Applicable scope of basic contract” (preamble) is selected, a case selection screen for selecting cases such as specific preconditions is displayed, and the process proceeds to case selection in step 4. In addition, when moving to step 4, in step 4 ′, the contents of the risk, checkpoint, explanation, etc. corresponding to the case can be displayed and referred to whenever necessary.
For the case of step 4, the preconditions of the contract are displayed and the case to be applied is selected. In addition, although not displayed, the concrete preamble and text accompanying these are read from DB and it is preparing to memorize | store in a memory | storage device. Here, when `` Scope of basic contract '' is selected as the pattern, the cases are as follows: `` 1. When limited to trading objects '', `` 2. When limited to transactions performed by a specific department '', `` 3. There is a precondition of “When limiting by sales destination”.
In this case, “1. When limiting by the purpose of sale” is selected as a case.

Next, when “1. When limiting by the object of sale” is selected as a case, the following sentence as “a buyer / stock company Y ” (hereinafter referred to as “buyer”) is given as a specific preamble of step 5. And Seller X Co. , Ltd. (hereinafter referred to as “Seller”) are defined as follows in order to determine the basic conditions for the continuous sale and sale of electronic parts for digital cameras (hereinafter referred to as “objects”). The basic contract for sales is concluded as follows. ”Is read from the DB, and if there is no other case to consider in the same case in step 5 (No), the preamble (clause) will be adopted, and the confirmation process is performed in step 6 and the computer Is once stored in the storage device. Also, if there are other cases to consider in the same case (Yes), other cases will be selected and the preamble (clause) will be adopted, and all the preambles selected and adopted here ( Clause) is finalized in step 6 and temporarily stored in the storage device of the computer.
Then, the process moves on to the next pattern confirmation work. If all patterns have been checked in step 7 and the pattern confirmation work has not been completed yet (No), the same work is performed on the next pattern (clause). Step 7 is repeated until all patterns have been checked.

For example, if “2. Preferential relationship with individual contract”, which corresponds to the normal Article 1, is selected in the pattern of Step 3 in the repeat, “If the priority of the basic contract is given priority in case selection of Step 4” ”,“ When giving priority to individual contracts ”,“ When giving priority to individual contracts, but excluding the standard terms and conditions ”,“ Only when both parties agree in writing, give priority to individual contracts ” Select the appropriate case from "Case".
One of the features of the present invention is that each contract type pattern prepares all contract patterns assumed in advance, and does not proceed to the next step until all patterns have been checked. To create a safe and secure contract document.

If all patterns are checked in step 7 and the pattern is confirmed (Yes), the entire contract document is stored in step 8, for example, by clicking the “Reflect” radio button on the display screen to store the computer. The previous sentence and the text once stored in the device are read and displayed on the display device.
By the way, in the case stored in the computer database, cases for each contract pattern and specific preambles and articles corresponding thereto are accumulated. Although it is accumulated so as to display a portion to be corrected for each case, it is once selected and stored in another storage device.
Therefore, the pretext and the text of the entire contract document read out from the storage device can be corrected while alerting the correction part peculiar to the individual case with a different color or underline.
In step 9, variable item editing means is prepared so that a portion to be corrected is displayed in a list for each individual case, and appropriate words and terms are input, and in this embodiment, batch processing is possible.
This is a contract document draft in which variable items are displayed in different colors in individual cases, but can be replaced on the browser (Web) before executing the download in step 12, which is shown in FIG. When the radio button “Edit variable item” is clicked in step 9, the “Edit variable item” screen as shown in FIG. 2 is displayed. In “(1) Property sales contract”, “ Buyer / Seller / Object / Buyer / Department / Seller / Department / Reseller / Rejection Deadline for Accepting Orders / Delayed Loss Ratio / Delayed Damage Ratio Upper Limit / Inspection Deadline / Unsuccessful Items The handling deadline, price deadline, payment date, etc. are listed as variable items that can be assumed in advance, and the contract document creator can enter appropriate phrases on the text board on the screen. “Stock” as “Buyer” "Company Y", "Seller" as "X Corporation", "Object" as "Digital Camera Parts", "Buyer / Department" as "Purchasing Department", "Seller / Department" as "Electronic Parts Division", “Reseller” as “A Co., Ltd.”, “Deadline for acceptance refusal after order receipt” as “within XX business days”, “Delayed loss ratio” as “XX%”, and “Delayed damage ratio upper limit” as “XX” % "," Inspection deadline "as" Within XX days "," Unacceptable product handling deadline "as" Within XX days "," Price deadline "as" Monthly end of month "," Payment date "as" Deadline date " When the “XX day” is input, the process returns to step 8 and the “Reflect to contract” tag is clicked. The entire contract document draft in which the corrected variable information is reflected is displayed.

At this time, in step 3 ′ and step 4 ′, checkpoints corresponding to patterns and cases, possible risks and explanations can be displayed on the screen for reference. For example, “1. (Preamble), “In some cases, the method of determining the scope of application of a basic contract may be a comprehensive provision such as“ Regarding the sale and purchase of goods between contracting parties ”. It is desirable to limit the transactions covered by the target by the purpose of trading, trading department, sales destination, etc. "Is displayed, suggesting that the target transaction should be specifically limited.
In the case of “resale”, as a check point in step 4 ′, “the buyer is supposed to resell the target product to a specific customer. , Because it is often the case that the specification / standard of the object is specified by the reseller, it is desirable for the buyer to clearly indicate that it is for a specific customer. ” Suggest that is desirable.
In fact, select the clause of “2. Preferential relationship with individual contracts” corresponding to Article 1 and select “If you want to prioritize the basic contract” or “Individual contracts” in the case selection in step 4. From `` When giving priority, '' `` When giving priority to individual contracts, but excluding the standard terms and conditions '', `` When giving priority to individual contracts only when both parties agree in writing '', for example, `` Individual If you select `` When you want to prioritize the provisions of the contract but exclude the standard terms and conditions '' (Case), the specific provisions are `` commonly applied to individual sales contracts for the objects concluded between the seller and the buyer. If the contents of the individual contract are different from this contract, the conditions described in this contract will take precedence.However, if the contents of the individual contract are different from this contract, the provisions of the individual contract will take precedence. To establish a contract, an order form or an order confirmation "The standard agreement described is not included." Is temporarily stored in the storage device (means), and when a checkpoint is displayed in step 4 ', "If an individual contract is to be issued with an order form / order confirmation form" In some cases, the standard agreement (also referred to as the backside agreement) may be included in each document.In such a case, if it is stated that the provisions of the individual agreement take precedence over the basic agreement, Should be considered to exclude the provisions of the Standard Terms and Conditions ”, and with this in mind, place the underlined part (actually different color) in the actual Step Enter and correct words and terms that match the project.

As described above, when the entire contract document is displayed on the screen in step 9 on the Web, the checkpoint displayed in step 3′4 ′ and the assumed risk and explanation are referred to (step 3′4). 'Is displayed at any time until the download in step 12 is completed.), Y Y Co. , Ltd., X Co. , Ltd. , an electronic component for a digital camera (hereinafter referred to as “object”). .)) , The part is subjected to different color processing and replaced with appropriate terms on the batch processing (variable item editing) screen.
This completes the necessary text for the entire contract document and the texts that make up the text. In step 10, it is checked whether there is an error. Re-shuffle, match the number of the citations accordingly, the computer performs document alignment with a well-known sorting processor, and skips the places where there is no pattern check etc. A document is completed.
The completed contract document is downloaded to the database on the terminal device side in step 12, and the contract document downloaded to the DB of the terminal device in step 13 can be read by the contract document creator at any time. Thus, it can be re-corrected whenever necessary, and the contract document completed in step 14 is displayed or printed as necessary, and the process is terminated.

Next, a system for realizing the above flow will be described with reference to FIG.
The outline of the system of the present embodiment is that a contract document data supply device 1 that supplies contract document software and the like, a contract document data management device 2 that manages the data, and a customer who actually creates a contract document using the data The contract document creation terminal device 3 on the creator side.
The contract document data supply apparatus 1 creates data such as contract document basic creation software, contract case explanation data, contract document checklist, related clauses / related precedents / references, contract examples, etc. Update data and update data of information such as contract precedents are created, and these data are transferred to the contract document data management apparatus 2.
The contract document data management apparatus 2 once accumulates the transfer data in the database 21 on the contract document data management apparatus 2 side, sorts the accumulated data into basic information and update information by the analysis apparatus 22, and the contract document data management apparatus 2 side The database 23 includes the contract document creation software (2), the database 24 includes the contract case description data, the contract document checklist, etc., and if necessary, the related clauses, related precedents / references, contract examples, etc. Each contract document data (2) is stored.
These accumulated data are extracted by the extraction / display device 25 via the Internet (communication line) and necessary data is extracted by the terminal device 3 from the contract document creator, and the contract document creation terminal is transmitted via the Internet. Transfer to the device 3 side.
Contract document creation terminal devices 3a to 3z on the side of creators A to Z as customers are provided with a computer (personal computer) and a terminal device DB (database) 31.

In this system, initially, the creation terminal devices 3a to 3z on the contract document creator side start the document creation operation. First, in step 1, the terminal devices 3a to 3z are connected to the computer on the contract document data management device 2 side via the Internet. The basic software for creating the contract document is loaded on the terminal device, and the contract type data is displayed in step 2 on the Web screen of the creation terminal device 3a. Similarly, the processing from step 3 to step 10 is performed by exchanging data between the terminal devices 3a to 3z of the contract document creator and the computer of the contract document data management device 2 from the computer of the management device 2. At this time, the contract document creation software (a to z) and the contract document data (a to z) that have been taken and processed into the terminal device database 31 are stored and accumulated in the terminal device database 31 of each, In step 12, the completed contract text is displayed or printed as necessary, and the process ends.
In this way, when creating a contract document, for each of the various contract types, the items to be included in the contract document to avoid the risks inherent in the transaction are displayed as a checklist, and the order of the clauses is automatically displayed. Contract documents can be created semi-automatically, with no omissions or inadequacies, by aligning citations and quotations.

  One of the features of the present invention is to display, as a check list, items to be included in the contract document in order to avoid the risks inherent in the transaction for each contract type. The case where “(5) Intellectual property license agreement” is selected will be described. As an example, a camera lens manufacturer (Company X) received an introduction from a machine manufacturer (Company Y) for a patent on how to make a plastic lens with a plastic injection molding machine. Company Y has already completed the technology to the point where it can manufacture even lenses for evaluation. Company X wanted an exclusive license (license), but in the case of “Exclusive”, the consideration (royalty) offered by Company Y was too high, so it was unavoidable to obtain a “non-exclusive” license. Contract documents that are assumed to be used are stored in the computer database.

  The pattern of step 3 in this case is as follows: “1. Identification of patent rights subject to license” “2. Scope of license” “3. License fee” “4. Know-how and technical information” “5. ”6. Audit of royalty” “7. Liability for patent warranty” “8 Non-conflict obligation” “9. Improved invention” “10 Infringement response” “11. Registration ”,“ 12. Cancellation clause ”and“ 13. Measures at the end of contract ”, and in the same way as in“ (1) Property sales contract ”, select in step 4 if there are multiple cases. If there is one case, select only the pattern, repeat the same work if there are other cases to consider in step 5, and check the risks and checks in that pattern or case in step 3'4 ' Points and explanations are displayed. For example, checkpoints in “3. Therefore, it is necessary to pay attention to the method of identifying the target item (product) and the method of identifying the price (which is simply referred to as “factory price” in the example) as the basis for calculating the royalty. . As the definition of the price, for example, “the factory shipment price is a price obtained by subtracting the packing fee, the transportation cost, the insurance fee,... From the selling price to the licensee customer”. The checkpoints in “4. Know-how and technical information” indicate that the licensee is familiar with the details and implementation method of the invention even if only the license is acquired. Unless otherwise specified, the licensee will become a treasure rot.Keep the know-how and technical information handed down, and be able to receive technical guidance if necessary. " Is displayed, and the contents are corrected. In step 9, the words are corrected to suit the individual case, and if steps 10 to 14 are executed, the intellectual property right license agreement document that can be relieved at least can be obtained. Automatically completed.

  It should be noted that the present invention is not limited to the above-described embodiment as long as the features of the present invention are not impaired. For example, the system configuration is also a contract document data supply apparatus 1 that supplies contract document software in the embodiment. The contract document data management device 2 that manages the data and the contract document creation terminal device 3 that actually creates the contract document by using the data are divided into a single computer.

It is a figure of the flowchart which shows the operation procedure of the terminal device in the Example of this invention. It is a figure of the "variable item edit" screen in the Example of this invention. It is explanatory drawing which showed the concept of the whole system of the Example of this invention.

Explanation of symbols

(1) ... Contract document data supply device, (2) ... Contract document data management device,
(3) (3a) to (3z) ... Contract document creation terminal device (customer side),
(21) ... Transfer data DB, (22) ... Analysis device (basic information / information update),
(23) ... Contract document creation software DB (2), (24) ... Contract document data DB (2),
(25)… Data extraction / display device,
(31) (31a) .. (31z) ... Terminal device DB

Claims (1)

It is a contract document creation system using a computer, and the DB of the computer has all the contract patterns assumed in advance for each contract type, the pretext and the clause corresponding to the case and the case for each contract pattern, each case Accumulate each checkpoint or possible risk or commentary,
The contract document creator selects a contract type similar to an individual item from the contract type using the terminal device of the contract document generation system, reads out the contract pattern corresponding to the selected contract type from the DB, and sequentially displays the contract pattern. Select necessary cases for each contract pattern, read out from the DB, store the preamble and clauses corresponding to the selected case in the storage means, and store the entire contract document after selecting all the contract patterns and cases Read and display from the means, and display and refer to each pattern and checkpoints for each case or possible risks or explanations as necessary, and modify and enter the amended parts of the contract document into words suitable for individual projects. The contract document creation system is characterized in that a contract document is created by a matching means by specifying the contract document clause number and citation clause by order editing. Beam.

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