CUSTOMIZING A LEGAL DOCUMENT BY EXTRACTING COMPONENTS FROM A DATABASE
RELATED CASES
[0001] The present application is a continuation-in-part (CIP) of Application No. 09/657,524, filed September 8, 2000.
BACKGROUND OF THE INVENTION
Field of the Invention
[0002] The present invention relates to a method and
apparatus for automatically creating a document and/or providing
information and/or support material. More particularly, but not
exclusively, to creating a legal document relating to intellectual property
and/or providing information and/or support material to that intellectual
property.
Description of Related Art
[0003] When it is desired to create a legal document, for
example a license agreement, there are a large number of variable terms
and conditions that can be incorporated therein. In the case of a patent
license agreement there will be certain standard clauses that the licensor
will always want included in the document and a selection of optional
clauses that are available to the licensee. For example, the licensor will
want to structure the document to focus on selected territories, modes of
royalty payment, duration of the license, ownership of subsequent
improvement patents and many other variables which are part of a
license negotiation. With existing practices the initial drafting of such a
document can be extremely time consuming and is often hindered by
not having readily available a list of options that will be acceptable to
the licensee.
[0004] There is a need to provide a method by which a
prospective licensor can create a license agreement to meet their
specific needs by making choices from a number of options and having
that license agreement automatically checked and amended to produce a
consistent document.
BRIEF SUMMARY OF THE INVENTION
[0005] In one embodiment of the invention there is provided a
system for creating a legal document comprising a legal database that is
accessible by a plurality of users and stores legal data for creating a
legal document; the legal data comprising a plurality of legal
components associated with a plurality of possible legal agreements;
and a user database coupled to the legal database by a computer
network for providing access to the legal database by the user for
extracting legal components from the legal database to create a legal
document specific to the needs of the user.
[0006] A legal database may be a legal database and/or a
document database and/or an information database.
[0007] In a preferred embodiment the system is provided with
software which displays to the user a 'License Walk Thru" in which the
user is shown a series of screens in the form of a route map, for
example for a license agreement. The screens are provided with
prompts to direct the user to relevant data, for example the headings and
clauses in a patent license agreement, and the user can select and add
the clauses to the document being created. The system software can
also allow the user to draw down support information from another
relevant database, for example patent information from a patent
database.
[0008] In a preferred embodiment of the system, an
autochecker device is provided wliich scans the legal document created
by the user to identify clauses which cross-refer to other clauses and
checks if target clauses are present. Similarly the autochecker may have
the functionality of identifying phrases which are normally defined
within the legal document and checks if the definition is present within
the document.
[0009] The system is designed to display to the user any
changes that are being proposed to the legal document. For example,
the autochecker device can display to the user both target and source
clauses and requests the user to indicate if the unselected clause is
required. Similarly can display to the user a 'missing' definition and
requests if the insertion of that definition is required.
[0010] When the autochecker device has completed its steps
of checking for inconsistencies within the document and the user has
inputted their answers, the autochecker device makes a final check of
the legal document, hereinafter described as a Legal Folder, with the
contents in a checklist table. The autochecker device compares the
contents and produces and displays to the user a report of the identified
changes agreed with the user. The user is given the opportunity to
decide if they are satisfied with the Folder contents. If the user declines
the process of determining the license clauses etc can be repeated. If the
user is satisfied with the Folder contents the Folder is "frozen" and
downloaded. At this stage the final form of the document is created by
fitting the agreed clauses into a 'heading Skeleton' which sequentially
numbers the clauses within the document and displays the final
agreement on the user's screen for review, if the user agrees with the
content they accept and the user is provided with an Agreement in
electronic or paper form along with the autochecker report.
[0011] The term "legal document" is used herein to mean a
document in either paper or electronic form.
[0012] As will be appreciated to a person skilled in the art the
system can manage communications and security between the user and
the legal database in a variety of different ways. For example, all
modifications to the document proposed by the user can be
communicated in real time to the host server hosting the legal database.
Alternatively, the user can be provided with an applet which allows at
least some of the amendments to be made at the users server before they
are communicated back to the host server.
[0013] The present invention also provides a method of
automatically creating a legal document from legal data defining
standard and/or variable terms and conditions, the method comprising
creating the legal data in a database; selectively extracting from the
legal database the desired legal data and automatically creating the legal
document from the desired legal data.
[0014] In a preferred embodiment the method includes
displaying to the user a "License Walk Thru" in which the user is
shown a series of screens in the form of a route map, for example for a
license agreement. The screens are displayed sequentially and include
prompts to direct the user to relevant data, for example the headings and
clauses in a patent license agreement, that the user can select and add
the clauses to the document being created.
[0015] In a further preferred embodiment the method includes
the step of automatically checking the legal document created by the
user to identify clauses which cross-refer to other clauses and checks if
target clauses are present. The method may also include the step of
identifying phrases which are normally defined within the legal
document to check whether the definition is present within the
document.
[0016] There is also provided a method for creating
electronically a legal document from a plurality of information details
associated with a plurality of legal documents, the method comprising
creating the information details associated with the plurality of legal
documents and storing that information in a database, and extracting
from the database one or more information details from the plurality of
information details and using the extracted information to create the
legal document.
[0017] The database for storing the created information is
associated with a first computer system and the extracted information
details are stored in a second database associated with a second
computer system. The legal document may be a license relating to the
licensing of intellectual property.
[0018] Another aspect of the present invention is a computer
program for creating a legal document for use with the methods and
systems defined above and described hereinafter.
BRIEF DESCRIPTION OF THE DRAWINGS
[0019] The invention will be described further, by way of
examples, with reference to Figures 1 to 8 of the accompanying
drawings.
[0020] FIGURE 1 shows a system schematic of the present
invention;
[0021] FIGURE 2 shows a flow chart illustrating the steps involved
in an on-line licensing model for creating a legal document in
accordance with an example embodiment of the present invention;
[0022] FIGURE 3 shows another embodiment of the present
invention illustrating the steps involved in an on-line licensing model
for creating a legal document in accordance with an example
embodiment of the present invention;
[0023] FIGURE 4 illustrates a high level schematic disclosing
various modules which enable a user to construct a legal document;
[0024] FIGURE 5 illustrates a detailed flow chart identifying the
steps involved in creating a legal document;
[0025] FIGURES 6a-6b illustrate flowcharts identifying detailed
steps involved in creating a legal document in accordance with the
present invention as in FIGURE 4;
[0026] FIGURES 7a-7d illustrate various user interfaces presented to
a user during the process of creating a legal document in accordance
with an example embodiment of the present invention;
[0027] FIGURE 8 illustrates a high level flowchart for building a
legal document in accordance with an example embodiment of the
present invention.
DETAILED DESCRIPTION OF THE INVENTION
[0028] Referring to the drawings Figure 1 shows a preferred
embodiment of a system according to the invention, comprising in
general, a communications network 1 which interconnects system
station 2, and user stations 3 and 4. Although only two user stations are
shown it will be appreciated that more user stations can be provided.
Preferably, there will be many user stations interconnected via the
network to each other and to system station 2.
[0029] In more detail, system station 2 comprises an online
data base 21 which is 20 connected to the network 1 and to system
terminals 22 and system printer 23. User stations 3 and 4 are similar
comprising user terminals 31 and user printer 32 connected via the
network connections 10 to the network 1. The user stations 3, 4 may
have any combination of user terminals and user printers and in
particular although a user station will usually have at least I user
terminal 31 no specific combination of user terminals and user printers
is required.
[0030] In general operation, a user at a user station will access
the online data base in the system station to retrieve data, as described
in more detail below, and to perform operations on that data and/or to
create or modify material created from that data and/or other user data.
The material created by a user may be provided to another user station
via communications network or to the systems station for use within the
systems station or onward transmission to another user station. The
more detailed operation of the system to facilitate online licensing of
intellectual property is described in more detail below.
On-line Licensing Process Model I
[0031] The core concept of the Licensing Process Model is to
provide users with a range of material, which a user can select from, to
gather and/or create material suitable to their needs. This model is
generally illustrated in FIGURE 2.
[0032] In summary, the Licensing Process Model 200
provides users with a graduate series of optional selectable Checklists
and Template(s). An overview diagram of Licensing Support Material
Model is presented below. Users would access the Licensing Process
Model by either requesting the Basic or Active Checklist.
[0033] The Basic Checklist 202 provides one or more lists of
terms and conditions, (3 are currently envisaged), that a
Licensor/Licensee might wish/need to include in a license. The purpose
of the Basic Checklist is to provide a knowledgeable user with a top
level reference document, and allow users with a greater requirement
for support material, typically less experienced users, with on demand
access to more detailed material. The more detailed material will be
available as background material, available — it is proposed — as pull
down menu items by clicking on a Checklist item. Thus, the background
information will be user selectable. Envisaged background information
includes - Term Definition, Prompt Questions, and Sample Clause(s).
[0034] The Active Checklist 204 is a subset of the Basic
Checklist into which User can insert data, Call data down from, or
Select from a range of options. The subset is a set of terms and
conditions (Terms) that, collectively, can form the core or basis for a
license It can be regard as a minimum set - it is not the single minimum
set (nor is there one) — of information needed to form a license. The
Terms, can be divided between Variable terms and Optional terms.
Both Variable and Optional terms will be user determinable. Variable
terms, e.g., royalty rate, will be user provided, or provided by call down
from, e.g. Patent numbers, while Optional terms, such as Exclusivity,
will be selectable from a list - e.g. Non-Exclusive, Exclusive, Sole. The
Active Checklist 202 should be emailable - it could form the basis for a
heads of agreement between parties. It can also be used for the Active
Skeleton License 206.
[0035] The Active Skeleton License 206 is intended to
provide, for example a basic Patent, Manufacture and Sale License.
Users can add to the license or use, with their own data, and subject to
their own choices, the license they have created. The Active Checklist
is intended to be the input template for the Active Skeleton License. As
mentioned above, there are a many potential variables to a license.
Online Licensing Process Model 2
[0036] As shown in the process diagram in Figure 3, a User
can access the online licensing process model 2 at a number of access
points. For example, a user can access the process through a series of
prompt questions as identified at 302, and described in more detail
below, which will give access to basic checklists 304 for the licensing
process 300. These basic checklists 304 will provide a user with
information and examples of terms and conditions for a license by
accessing the data base records containing item definitions 310 and
sample clauses 312. The user can be presented with the option of
selecting sample clauses 312 to create a license generally indicated at
318 or be presented with a "skeleton" license template as indicated at
308 in which user and system data can be incorporated. As an
alternative, a user can be provided with an active checklist 306 which is
a document listing terms and conditions for a license, and into which a
user can input user provided data or data from the system database.
[0037] For example, the system database may contain records
of patents for license and the active checklist may be formed in part by
the selection of data from the data base either under user control or
automatically. Also, a user may provide user data for example a chosen
royalty rate or payment sum and enter this into the active checklist 306.
The active checklist 306 may be used to provide data in one of a
number of formats. The active checklist 306 itself may be (i) provided
to the user as a document, or (ii) it may be provided to another user
station by means of an e-mail document, or (iii) it may be incorporated
into a license skeleton template, i.e., a license document having the
terms and conditions of a license in order to provide a complete or
partially complete license document, which may be provided to the user
creating the document or to another user station. The active checklist
306 may be used in co-operation with the clause selection 314 and user
license build process 318 so that a user can provide data and select data
from the online data base to be included in a license build 318 using the
clause selection process 314.
License Walk Thru
[0038] This business process as described in Figures 4 to 8
allow the user to develop a license agreement to meet the user's specific
needs by making choices from a number of options.
[0039] As a first step to the License Walk Thru the user is
shown a route map 402 for a license agreement. Prompts direct the user
to relevant clauses which can then be selected and added to the License
Folder. Certain clauses will draw information from the relevant
database listing.
[0040] Figure 4 illustrates a high level schematic disclosing
various modules which enable a user to construct a legal document from
a number of options. As a first step to the license walkthrough as
indicated at 402, a user is shown a route map for a license agreement.
The license walkthrough is preferably shown as a series of user
interface templates/screens to the user. The screens are provided with
prompts to direct the user to relevant data, for example, the headings
and clauses in a patent license agreement. These steps are generally
indicated by numerals 404, 409, respectively. The system also enables
the user to import information from other database listings, such as for
example, patent information from a patent database, as indicated at step
406. The legal document created from the collected information is
processed through an autochecker in order to identify clauses within the
legal document that cross-refer to other clauses. This step is generally
indicated at 408. Also, autochecker scans the legal document to
determine the presence of target clauses.
41] Figure 5 illustrates a detailed flow chart 500 for creating a
legal document, a high level description of which is described as above
with reference to Figure 4. Once a legal document is created, and the
user is satisfied that all the necessary clauses are present within the legal
document, the user freezes further the document to prevent any further
modifications to the created document and downloads the same for
further review and processing.
[0042] Figures' 6a-6b show a detailed flowchart illustrating
the various process steps involved in creating a legal document
Referring to Figure 6a, the process of creating a legal document starts
with step 602 wherein a user commences "walkthru", reviews a first
question presented as at step 602 and determines if further information
is required as indicated at step 608. Further information is sought by
reviewing the checklist and considering various options presented to
accept a presented clause, reject a clause, or insert the user's own clause.
These steps are generally shown as indicated at 612 through 622,
respectively. If additional information is desired, such information is
either imported or inserted to the license folder and the process returns
to "walkthru". These steps are generally shown from 624 through 632,
respectively. If the question read at step 606 is not relevant, then the
user returns to "walkthru" as indicated at step 602. In the event that the
user encounters further questions as identified at 634, the above
described process is repeated by directing the user through loop 637.
However, if there are no more questions, then the user is directed to go
to definitions as indicated at 640, appropriate words or phrases are
highlighted and selected definitions are added to a folder as indicated at
642, 644, respectively.
[0043] The assembled document is then passed through an
autochecker for identifying clauses which cross refer to other clauses
and checks if the target clauses are present as indicated at step 648. A
determination is then made as to whether a select clause is required or
not as identified at step 652. Several such delinquent clauses are
identified and processed appropriately. If there are no other delinquent
clauses, then the autochecker identifies phrases which normally are
defined, and then checks if the definition is present at step 656. Missing
definitions are displayed and added to the definition folder. The folder
contents are compared with a checklist at step 664 and a report is
produced as indicated at step 666. If the user is satisfied with the folder
contents, then such contents are frozen and downloaded into a heading
skeleton document. The clauses selected by the user are sequentially
numbered by the "walkthru" process and an agreement is displayed on
screen for review. If the document is acceptable, then it is provided in
electronic or paper form along with an autochecker report. These steps
are generally indicated at steps 670 through 676. If the document is not
acceptable, and the user still has some concerns, then the user is
directed to the "walkthru" process as indicated at step 674.
[0044] As noted above, when the user reaches the end of the
License Walk Thru the contents of the folder are then compared to a
check list. The user is given the option of revisiting the License Walk
Thru or adding their own text. When satisfied the user checks the
"freeze and download" button and is presented with a Draft Agreement
for Review.
[0045] No two situations are identical and it is down to the
Licenser to select an agreement which meets his particular
circumstances. This Walk Thru does not replace the Professional
Advice which the 'User can obtain from its own advisors especially on
patent, legal and taxation matters Use of any documentation created
using the Walk Thru is the responsibility of the Licensor.
[0046] When the final document is produced after going
through the Autochecker, the clauses will be hung onto a skeleton/frame
document in order to produce a coherent document rather than a random
selection of clauses. Other rules may be applied within the skeleton
which could also include virtual headings (i.e. ones which fix a location
without appearing on the face of the document — the overt headings).
[0047] Figures 7a-7d illustrate various user interfaces
presented to a user during the process of creating a legal document in
accordance with an example embodiment of the present invention.
Figure 8 illustrates a high level flowchart for building a legal document
in accordance with an example embodiment of the present invention.
[0048] On-line negotiation of a license agreement may be
facilitated when both the licenser and licensee have access to the
document creator/license "Walkthru". One party should have full access
rights and ownership while the other may have read only access, limited
editor access or full access.
[0049] The method as disclosed in present invention provides
a way to handle dialogue during license negotiation between a licensor
and a licensee. For example, a first draft agreement may be provided by
A (e.g. licensor) to B (e.g. licensee). The autochecker report may be
made visible only to the originator of the report. However, from this
point on further reports (license negotiation tracking reports) may be
produced which will in whole or part be visible to one or other or both
parties. In particular, the record of changes and arguments for those
changes, if any, put forward by the initiator will be visible to both
parties, while private annotations will not.
[0050] The licensee (B) reviews and makes counter proposal
with additional or substitute clauses. The auto-checker checks the
consistency of the new report, and when the initiator is satisfied, the
initiator produces a revised document and license negotiation tracking
report. The revised document and the report are sent to licensor (A).
The licensee (B) reviews and responds in the same manner as the
licensor (A). This process continues until both sides are exhausted, or
until a consensus is reached. It may also be possible for the tracking
report to indicate whether or not the sides are approaching a consensus
or moving apart. In a simple form, this would be by counting the
number of words in the amendments and arguments, and then plotting
the trend.
[0051] In a more complex form, weighting factors could be
applied to certain clauses or words (e.g., the word 'not' which would
reverse the intent of a clause, and thus would be given a high
weighting). The final draft/engrossment would be held as a matter of
record along with the amendments which led to it. The process would
take place over secure or encoded links with the usual log-on and
password protection arrangements, with a possibility of a number of
people being allowed to amend but only one person from each side
authorized to 'sign off on each stage before revisions are sent to the
other party. This procedure is helpful either as a follow on to the initial
document creation, or in more conventionally produced documents as
outlined below.
[0052] Since there could be a free text capability on any
clause (only constrained by the need to provide certain background
information or tags to allow the clause to be placed in the correct
position on the 'skeleton'/document frame and to put it in the right
context for the autochecker), this process could be used as a way of
tracking and tracing the development of legal agreements produced
through conventional means. Almost invariably, lawyers will produce
an agreement from a previous or standard agreement, adding and
amending to suit particular circumstances. This method can be applied
in a wider context - e.g. other legal agreements (as envisaged), or other
assessments and reviews and specifications.
53] While the invention has been described in connection with
what is presently considered to be the most practical and preferred
embodiment, it is to be understood that the invention is not to be limited
to the disclosed embodiment, but on the contrary, is intended to cover
various modifications and equivalent arrangements included within the
spirit and scope of the appended claims.