Patent Application
20170364374
This invention relates generally to contract negotiations between two parties, and more specifically relates to systems that assist parties in contract negotiations.
Contracts are often negotiated between two parties where a first party presents a draft contract to a second party. In many cases, the second party objects to one or more contract terms and communicates concerns to the first party regarding these terms. As part of reasonable business practices, often the first party consults with legal counsel regarding proposed contract changes and comments by the second party.
Disclosed herein are embodiments of systems, apparatuses and methods pertaining to the assistance of a party during contract negotiation. This description includes drawings, wherein:
Elements in the figures are illustrated for simplicity and clarity and have not necessarily been drawn to scale. For example, the dimensions and/or relative positioning of some of the elements in the figures may be exaggerated relative to other elements to help to improve understanding of various embodiments of the present invention. Also, common but well-understood elements that are useful or necessary in a commercially feasible embodiment are often not depicted in order to facilitate a less obstructed view of these various embodiments of the present invention. Certain actions and/or steps may be described or depicted in a particular order of occurrence while those skilled in the art will understand that such specificity with respect to sequence is not actually required. The terms and expressions used herein have the ordinary technical meaning as is accorded to such terms and expressions by persons skilled in the technical field as set forth above except where different specific meanings have otherwise been set forth herein.
The following description is not to be taken in a limiting sense, but is made merely for the purpose of describing the general principles of exemplary embodiments. Reference throughout this specification to “one embodiment,” “an embodiment,” “some embodiments”, “an implementation”, “some implementations”, “some applications”, or similar language means that a particular feature, structure, or characteristic described in connection with the embodiment is included in at least one embodiment of the present invention. Thus, appearances of the phrases “in one embodiment,” “in an embodiment,” “in some embodiments”, “in some implementations”, and similar language throughout this specification may, but do not necessarily, all refer to the same embodiment.
Generally speaking, pursuant to various embodiments, systems, apparatuses and methods are provided herein useful to assist parties in contract negotiations. In some embodiments, a system for use by a first party in contract negotiation with a second party comprises: a control circuit; and a contract term playbook database accessible by the control circuit; wherein the control circuit is configured to: receive, from a user of the first party via a user interface, feedback from the second party regarding a contract term of a draft contract; access the contract term playbook database using the feedback; and output, to the user via the user interface, guidance for response to the second party regarding the contract term and preapproved by the first party.
In some embodiments, the systems and methods described herein assist parties in contracting with other parties and help ensure that consistent party approved responses and adherence to legal standards are provided. In a typical contract formation scenario, a first party (e.g., a person, company or other legal entity) may seek to enter into a contract with a second party (e.g., a person, company of other legal entity). In many cases, the first party presents a draft contract to the second party and, as is quite common, the second party often rejects or pushes back on one or more proposed terms of a contract. A prudent first party should seek legal advice regarding this push back. Such legal advice may be provided by a legal professional that is an employee of the first party or may be provided by a legal professional independent of the first party (e.g., a legal professional from a law firm). Such responsive legal advice may vary as different legal professionals may be hired by the first party, each having varying degrees of knowledge of the relevant legal and factual considerations. Often, one legal professional may be engaged to provide guidance when such guidance has already been provided for a similar issue in the past. Consultation with legal professionals may be costly and introduce delay in the contracting process. In view of this and in some circumstances, contracting persons of a first party may not always seek the proper legal guidance which may result in a contract entered that is not ideal from the view of the first party. Additionally, some first parties negotiate many similar contracts in a given time period such that it is necessary to hire legal advice from a variety of legal service providers in parallel.
In some embodiments, the systems and methods provided allow for prompt and consistent feedback to users negotiating for the first party. This feedback can include guidance and options for the user when presented with a specific pushback to a specific contract term. In some embodiments, the guidance and options are pre-approved from the legal and/or business perspective of the first party. In some embodiments, the guidance is advantageously provided consistently since it is a function of the contract term playbook database and less susceptible to variations due to input from different legal professional viewpoints. Additionally, it can be appreciated that that the speed in responsiveness of the users of the first party to the second party is increased since the traditional delay with legal consultation is avoided. From the view of the first party, contracts are entered more consistently, with less time and variation and for less legal fees. Users can more confidently enter contracts and make decisions (e.g., deciding how to respond when options are presented). Adherence to use of the contract term playbook database system helps to ensure consistent responses and communications to second parties despite different second parties and different users of the first party. Users get access to approved terms and clauses without the expense of seeking legal support. The system helps ensure consistent contract responses and makes it easy for users to follow all required legal processes when negotiating contracts on behalf of the company.
It is noted that processes, methods, techniques, circuits, circuitry, systems, devices, functionality, services, servers, sources and the like described herein may be utilized, implemented and/or run on many different types of devices and/or systems.
As is also illustrated, each control circuit 114, 118 and 122 is coupled to a respective memory 116, 120, 124, which can be accessed by the respective control circuit, and typically includes one or more processor readable and/or computer readable media accessed by at least the control circuit/s, and can include volatile and/or nonvolatile media, such as RAM, ROM, EEPROM, flash memory and/or other memory technology. Further, the illustrated memories 116, 120, 124 are shown as internal to the respective servers 106, 112 and user interface 110; however, they can be internal, external or a combination of internal and external memory. Similarly, some or all of the memory can be internal, external or a combination of internal and external memory of the control circuits 114, 118, 122. The external memory can be substantially any relevant memory such as, but not limited to, solid-state storage devices or drives, hard drive, one or more of universal serial bus (USB) stick or drive, flash memory secure digital (SD) card, other memory cards, and other such memory or combinations of two or more of such memory. The memories can store code, software, executables, scripts, data, content, lists, programming, programs, log or history data, user information and the like.
The contract term playbook database 108 is illustrated as being coupled to the contract server 106; however, it is understood that it could also be a part of the contract server 106 or may be coupled directly or indirectly to the admin server 112 and/or the user interface 110. It is understood that the contract term playbook database can be one or more general purpose or specific purposes databases implemented on one or more computer based or memory based devices and having data stored in any known structures or formats and may be managed by one or more database management systems. The contract term playbook database may be any navigational, relational or post-relational database or other database model or structure.
It is noted that the communication network 126 couples the contract server 106 with the user interface 110. It is understood that this communication network may be any wired and/or wireless communication connectivity between such devices. For example, the communication network may include one or more communication interfaces, ports, transceivers and the like to communicate over a communication bus, a distributed computer and/or communication network (e.g., a local area network (LAN), the Internet, wide area network (WAN), etc.), communication link, other networks or communication channels with other devices and/or other such communications or combinations thereof.
Generally, as described above, and will be described in more detail below, to assist users of the first party 102 in negotiating a contract with a second party 104, a user interface 110 is provided to allow the first party to input feedback from the second party regarding one or more contract terms of a draft contract. This feedback is used by the contract server 106 which accesses the contract term playbook database 108 to automatically provide guidance for response to the second party 104, this guidance being pre-approved from one or both of the legal and business interests of the first party.
Reference will now be made to
In some embodiments, the context of the method of
In terms of an example user interface display, the display 300 of
Once the second party feedback has been received at the user interface, the contract term playbook database is accessed using the feedback (Step 204). For example, the feedback provided to the user interface 110 is communicated to the control circuit 114 of the contract server 106 which then accesses the contract term playbook database 108. In some embodiments, the contract term playbook database 108 stores data corresponding to one or more of: a plurality of contracts (templates), a plurality of contract terms (e.g., the relevant lists of contract terms for each contract), a plurality of possible objections by opposing contracting parties to contract terms, a plurality of response options preapproved by the first party, a plurality of responsive contract term language alterations preapproved by the first party, a plurality of complete contracts including responsive contract term language alterations preapproved by the first party, and a plurality of draft responsive communications to opposing parties preapproved by the first party. When referring to an option, guidance or response option being preapproved, the option stored in the database has already undergone business and/or legal scrutiny and is acceptable from the viewpoint of the first party with respect to a given contract term. In some embodiments, the control circuit 114 accesses the contract term playbook database to match the feedback to the guidance stored in the database 108. In some embodiments, the guidance comprises one or more of: a response option preapproved by the first party, a set of response options preapproved by the first party, a responsive contract term language alteration preapproved by the first party, a complete contract including the responsive contract term language alteration preapproved by the first party, and a draft responsive communication to the second party preapproved by the first party. Further, in some embodiments, a response option comprises one or more of: a rejection of the feedback, an acceptance of the feedback, a contract term alteration preapproved by the first party, and a proposed alternative to the contract term preapproved by the first party.
Next, the guidance for response to the second party regarding the contract term and preapproved by the first party is output to the user via the user interface (Step 206). For example, the control circuit 114 retrieves the guidance and forwards it to the user interface 110 for display to the user representing the first party. The guidance may be any of the guidance options described above and as stored in the contract term playbook database 108.
In terms of an example user interface display, the display 500 of
As indicated above, the guidance may include a narrative description of the overall response options available to the user and/or selectable response options. And depending on the options and guidance, the guidance may include specific modifications to contract term language and/or a replacement contract including the modifications to the contract terms that are associated with the feedback of the second party. In some embodiments, such as illustrated in the user interface display 800 of
In accordance with several embodiments, users of the first party are provided with prompt and consistent guidance for most feedback (pushback) situations that are likely to be encountered when negotiating contracts on behalf of the first party. The guidance is advantageously provided consistently since it is a function of the contract term playbook database and less susceptible to variations due to input from different legal professional viewpoints. Additionally, it can be appreciated that that the speed in responsiveness of the users of the first party to the second party is increased since the traditional delay with legal consultation is avoided. From the view of the first party, contracts are entered more consistently, with less time and variation and for less legal fees. Users can more confidently enter contracts and make decisions (e.g., deciding how to respond when options are presented). Adherence to use of the contract term playbook database system helps to ensure consistent responses and communications to second parties despite different second parties and different users of the first party. Users get access to approved terms and clauses without the expense of seeking legal support. The system helps ensure consistent contract responses and makes it easy for users to follow all required legal processes when negotiating contracts on behalf of the company.
As an optional next step, a user selected option responsive to the guidance is received from the user of the first party via the user interface (Step 208). In this case, the control circuit 118 receives the selected option and forwards data corresponding to this selection to the control circuit 114 of the contract database 108. The control circuit 114 then accesses the database to retrieve corresponding to retrieve additional guidance. Then, the additional guidance for response to the second party regarding the contract term is provided to the user via the user interface (Step 210). This additional guidance may be presented in any number of ways such as those described thus far or otherwise.
It is noted that the contract term playbook database may not always have a matching selectable second party feedback. For example, the pushback or feedback is new or a function of a different sets of facts or circumstances. In some embodiments, the user has the ability to enter this feedback and receive guidance. For example, as described above, the may select “Other issue” in the selectable list 402 of
Referring back to
Next, as an optional next step, the contract term playbook database is updated based on one or both of the feedback and an option selected by the user in response to the guidance (Step 214). For example, this step may be performed as a part of Step 212 or as a separate step in parallel to Step 212. In some embodiments, the contract term playbook database is updated with new guidance based on the feedback not being one of the selectable known feedback options (e.g., not included in the selectable list 402, and defined through the input of “Other issues”). Once the appropriate legal and/or business professionals or representatives of the first party consider and determine an approved response to the other issue, the contract term playbook database 108 is updated. For example, in some embodiments, one or more of the selectable list 402, the guidance 504, the selectable response option list 506, the documents (
Next, as an optional step, reports regarding the feedback and the guidance together with additional feedback and additional guidance from negotiations with other parties regarding the contract term are generated (Step 216). In some embodiments, since much of the information entered by users about second party feedback and selected response options, etc. is stored, it is possible to run diagnostic reports spanning multiple contracts entered with multiple different second parties. For example, reports can be run to determine for one or more particular contract templates: the number of times or frequency of times that second parties provide feedback on a specific contract term, what contract terms are most frequently pushed back on by second parties, how often standard contract terms are varied, in what situations are contract terms varied, what contract terms are most frequently conceded by the first party, what contract terms are pushed back on that result in a contract not being formed, how often different response options are selected or not, and how often the consideration changes during negotiation, for example. In some embodiments, analysis of one or more reports, is used to determine one or more contracting trends in contract negotiations with other second parties. For example, these reports may be useful in understanding the contracting behavior of the first party, developing revisions to contract templates to include frequent concessions, including other provisions to protect against certain frequent contract revisions. In some embodiments, the reports may be used for user feedback and performance evaluation. For example, it can be determined if certain users concede to second parties more often than other users. The reports can also be used to determine if certain second parties on average are more or less difficult and thus more or less risky to contract with relative to other second parties. Such contracting trends are difficult to consider and identify when contracts are negotiated and formed in a traditional manner where contracting users independently consult with legal and/or business professionals regarding feedback from second parties. In some embodiments, many benefits of the contract negotiation assistance systems described herein are implemented when the first party executes many contract with many other second parties during a given period of time. However, it is understood that the systems and methods described herein may be beneficial regardless of scale in ensuring consistency in how other party feedback is handled.
It is noted that the systems and methods described herein for use in assisting users with negotiating contracts may be implemented in several models. For example, in some embodiments, a direct model is implemented where the control circuit 114, the contract server 106, the admin server 112 and the contract term playbook database 108 are controlled and maintained by the first party. For example, the first party may be a company that routinely enters multiple contracts with multiple other second parties. The system is provided to users (employees) of the first party via user interfaces 110 that communicate with the server 106 and database 108. In other embodiments, a subscription model is implemented where the control circuit 114, the contract server 106, the admin server 112 and the contract term playbook database 108 are controlled and maintained by a third party that provides a service a plurality of ‘first parties’ to assist the first parties and the plurality of first parties in contract negotiations with other second parties. For example, a given first party may be a small company or individual that does not have the contracting scale to develop such a database, but instead subscribes to a service (e.g., subscription fee, flat fee, commission, etc.) offered by the entity maintaining and controlling the contract server 106 and database 108. In this way, smaller companies that are less sophisticated to contracting have access to contract templates, and known and professionally vetted and preapproved responsive guidance when other parties they are negotiating with provide pushback or feedback to certain terms of draft contracts. In such embodiments, the respective first parties access the contract server 106 and database 108 via their user interface 110 via the communication network 126. Whether in the direct model or the subscription model, one or more of the steps of
Referring next to
In some embodiments, systems, apparatuses, methods, and processes are provided to assist parties in contract negotiations. In some embodiments, a system for use by a first party in contract negotiation with a second party comprises: a control circuit; and a contract term playbook database accessible by the control circuit; wherein the control circuit is configured to: receive, from a user of the first party via a user interface, feedback from the second party regarding a contract term of a draft contract; access the contract term playbook database using the feedback; and output, to the user via the user interface, guidance for response to the second party regarding the contract term and preapproved by the first party.
In some embodiments, a method for use by a first party in contract negotiation with a second party comprises: receiving, at a control circuit from a user of the first party via a user interface, feedback from a second party regarding a contract term of a draft contract; accessing, by the control circuit, a contract term playbook database in communication with the control circuit using the feedback; and outputting, to the user via the user interface, guidance for response to the second party regarding the contract term and preapproved by the first party
In some embodiments, a system for use by a first party in contract negotiation with a second party comprises: a control circuit; and a contract term playbook database accessible by the control circuit; wherein the control circuit is configured to: receive, from a user of the first party via a user interface, feedback from the second party regarding a contract term of a draft contract, wherein the contract term comprises a position of the first party stated in the draft contract; wherein the feedback indicates less than acceptance of the contract term by the second party, the feedback comprising one or more of a rejection of the contract term, a proposed alteration of the contract term, a proposed alternative to the contract term; access the contract term playbook database using the feedback, wherein the contract term playbook database stores data corresponding to one or more of: a plurality of contracts, a plurality of contract terms, a plurality of possible objections by opposing contracting parties to contract terms, a plurality of response options preapproved by the first party, a plurality of responsive contract term language alterations preapproved by the first party, a plurality of complete contracts including responsive contract term language alterations preapproved by the first party, and a plurality of draft responsive communications to opposing parties preapproved by the first party; output, to the user via the user interface, guidance for response to the second party regarding the contract term and preapproved by the first party, wherein the guidance comprises one or more of: a response option preapproved by the first party, a set of response options preapproved by the first party, a responsive contract term language alteration preapproved by the first party, a complete contract including the responsive contract term language alteration preapproved by the first party, and a draft responsive communication to the second party preapproved by the first party, wherein the response option comprises one or more of: a rejection of the feedback, an acceptance of the feedback, a contract term alteration preapproved by the first party, and a proposed alternative to the contract term preapproved by the first party; and cause one or more of the feedback and the guidance to be stored for logging.
Those skilled in the art will recognize that a wide variety of other modifications, alterations, and combinations can also be made with respect to the above described embodiments without departing from the scope of the invention, and that such modifications, alterations, and combinations are to be viewed as being within the ambit of the inventive concept.
This application claims the benefit of U.S. Provisional Application No. 62/352,476 filed Jun. 20, 2016, which is incorporated herein by reference in its entirety.
| Number | Date | Country | |
|---|---|---|---|
| 62352476 | Jun 2016 | US |
