Note: Descriptions are shown in the official language in which they were submitted.
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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.
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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.
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[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.
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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
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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.
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[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
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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
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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,
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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
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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.
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[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.
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[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
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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
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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.
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[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
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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
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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
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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.
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[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
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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'
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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
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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-
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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.
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[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
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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
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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
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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.
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