# Vercy AI instruction - YAML 1.2 (JSON-compatible) { "vercy": "1.0-draft", "publication": { "status": "research-draft", "adjudicationStatus": "reviewable-draft", "publishableCanonical": false, "generatedAt": "2026-08-25T14:18:51Z", "synthesisSha256": "bd5968c349590f91ed8bd1c8e17d3eac4d52301ebfed4bace4423371250d8ccc", "providers": [ "Claude", "Grok" ] }, "metaModel": { "id": "WM-ECO-006", "registryId": "vr.wm-eco-006", "name": "Commercial Contract", "version": "0.3.0-research.1", "previousVersions": [], "entryKind": "aggregate", "family": "World Models", "category": "Society, people and institutions", "industry": [ "Cross-industry" ], "domain": [ "SOC.ECO.CTR" ], "tags": [ "commercial", "contract", "soc.eco.ctr" ], "status": "research draft" }, "canonicalUrl": "https://ver.cy/models/wm-eco-006-commercial-contract/", "sourceUrl": "https://github.com/ver-cy/world-models/tree/feat/mega-model-registry/research/runs/wm-eco-006", "model": { "registry_id": "vr.wm-eco-006", "model_id": "WM-ECO-006", "name": "Commercial Contract", "entry_kind": "aggregate", "purpose": "Give agents the context needed to identify, form, read, operate and close a legally binding commercial agreement between two or more parties as a jointly owned record, independent of storage format.", "scope_statement": "Covers the agreement record itself: its identity and classification, the party positions and their authority, how it was concluded and executed, the structure and terms of the agreed text, the obligations and schedule it creates, the record of performance, non-performance, remedy, change, notice and termination, and the governance of that record (provenance, integrity, access, retention, interoperability). Scope is business-to-business commercial contracting, following the HCCH Principles' scope of parties acting in the exercise of their trade or profession. External legal norms, the real-world identity of the parties, procurement award processes and dispute proceedings are referenced, not duplicated.", "in_scope": [ "Agreement identity, subject-matter classification and the applicable legal regime declaration", "Party positions, their roles, legal identification and signing authority", "Formation facts: offer, acceptance, conduct, standard-term incorporation, execution and effectiveness", "Addressable clause structure, constituent document set, precedence and authentic language", "Commercial terms: price and payment, delivery and risk transfer, warranty, liability and protective terms", "Obligations expressed as deontic specifications with bearers, source clauses, violations and reparations", "Milestones, due conditions, cure periods and performance/acceptance records", "Non-performance, excuse, remedy, amendment, assignment, notice, termination and survival", "Record governance: provenance, integrity of the executed text, access, retention, disposition and projections" ], "out_of_scope": [ "Consumer contracts and employment contracts (excluded by the HCCH Principles' commercial scope)", "The legal existence, powers and internal governance of the parties themselves (organization/person models)", "The procurement or tendering process that precedes award", "Conduct of litigation or arbitration proceedings and the resulting awards", "Statutory and regulatory norms as such; only their declared applicability to this agreement is in scope", "Payment execution, settlement instruments and accounting entries", "Transfer of property/title, which CISG Article 4 expressly leaves to the applicable national law", "Distributed-ledger execution substrates for smart contracts", "Tax determination, transfer pricing and customs classification" ], "boundary_notes": [ { "neighbor": "world.procurement (O7)", "distinction": "The tendering, evaluation and award process is owned by the procurement model; UBL separates Tender and Contract Award Notice documents from the resulting contract. Award output composes into a new agreement record here.", "source_refs": [ "SRC-015" ] }, { "neighbor": "world.organization (O1) / world.person (H1)", "distinction": "The legal entity and its verified identifier (LEI under ISO 17442) live in the party model; this model holds only the party position, its role and the link plus verification evidence. The registry validation flag 'a contract is not an organization' is upheld.", "source_refs": [ "SRC-006" ] }, { "neighbor": "world.disputeResolution (A19)", "distinction": "The arbitration or jurisdiction clause, the escalation state and the written-form evidence required by New York Convention Article II are in scope; the proceeding, award and enforcement action are not.", "source_refs": [ "SRC-016", "SRC-005" ] }, { "neighbor": "Legislation and regulation models", "distinction": "Overriding mandatory rules and statutory regimes (for example CISG applicability, unfair-term controls under the Data Act) are external norms; this model records only the applicability declaration and any opt-out.", "source_refs": [ "SRC-001", "SRC-014" ] }, { "neighbor": "Trust service and identity models", "distinction": "Certificate issuance, trusted lists and signature-creation devices belong to the eIDAS trust-service domain; this model records the signature type, assurance level and validation evidence attached to execution.", "source_refs": [ "SRC-007", "SRC-009" ] }, { "neighbor": "world.insurance (C8) and financial master agreements", "distinction": "Specialised agreement types EXTEND this model with domain terms and lifecycle events; their product-specific economics are not duplicated here.", "source_refs": [ "SRC-002" ] } ] }, "sources": [ { "id": "SRC-001", "title": "United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG)", "organization": "United Nations Commission on International Trade Law (UNCITRAL)", "url": "https://uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg", "version_or_date": "Adopted 11 April 1980; in force 1 January 1988", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Treaty structure supplies the canonical division into formation (Part II) and obligations, performance, breach, remedies and avoidance (Part III), plus Article 4 exclusion of property transfer and Article 11 freedom from writing requirements." }, { "id": "SRC-002", "title": "UNIDROIT Principles of International Commercial Contracts 2016", "organization": "International Institute for the Unification of Private Law (UNIDROIT)", "url": "https://www.unidroit.org/instruments/commercial-contracts/unidroit-principles-2016/", "version_or_date": "2016 edition", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "General restatement of commercial contract law covering formation, authority of agents, validity, interpretation, content, third-party rights, conditions, performance, hardship, non-performance, assignment and limitation periods; grounds obligation, excuse and remedy structure beyond sale of goods." }, { "id": "SRC-003", "title": "LegalRuleML Core Specification Version 1.0 (OASIS Standard)", "organization": "OASIS Open", "url": "https://docs.oasis-open.org/legalruleml/legalruleml-core-spec/v1.0/legalruleml-core-spec-v1.0.html", "version_or_date": "Version 1.0, OASIS Standard, 30 August 2021", "source_type": "standard", "primary_source": true, "authority_tier": 2, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Normative vocabulary for deontic specifications (Obligation, Permission, Prohibition, Right), Bearer and AuxiliaryParty roles, Violation, Penalty and Reparation chains, and temporal characteristics of norms; used for the machine-readable obligation layer." }, { "id": "SRC-004", "title": "Akoma Ntoso Naming Convention Version 1.0 (OASIS Standard)", "organization": "OASIS Open (LegalDocML TC)", "url": "https://docs.oasis-open.org/legaldocml/akn-nc/v1.0/akn-nc-v1.0.html", "version_or_date": "Version 1.0, OASIS Standard, 21 February 2019", "source_type": "standard", "primary_source": true, "authority_tier": 2, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "FRBR-based Work/Expression/Manifestation/Item IRI scheme and eId/wId attributes give stable addressing of clauses across amended versions of an agreed text." }, { "id": "SRC-005", "title": "Principles on Choice of Law in International Commercial Contracts", "organization": "Hague Conference on Private International Law (HCCH)", "url": "https://www.hcch.net/en/instruments/conventions/full-text/?cid=135", "version_or_date": "Approved 19 March 2015", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Defines the commercial (non-consumer, non-employment) scope boundary, party autonomy, express versus tacit choice, severability of the choice-of-law clause and the scope of the chosen law over validity, interpretation, performance and remedies." }, { "id": "SRC-006", "title": "Introducing the Legal Entity Identifier (LEI) / ISO 17442", "organization": "Global Legal Entity Identifier Foundation (GLEIF)", "url": "https://www.gleif.org/en/about-lei/introducing-the-legal-entity-identifier-lei", "version_or_date": "ISO 17442 first published 2012; Part 2 published 2019; Global LEI Index current", "source_type": "registry", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Governed 20-character global identifier for legal entities, supplying the authoritative party identifier and public verification source for party positions." }, { "id": "SRC-007", "title": "eIDAS Regulation - electronic identification and trust services for electronic transactions in the internal market (Regulation (EU) No 910/2014)", "organization": "European Commission (DG CONNECT)", "url": "https://digital-strategy.ec.europa.eu/en/policies/eidas-regulation", "version_or_date": "Regulation (EU) No 910/2014, as amended by the European Digital Identity framework", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Regional legal effects of electronic signatures, seals, time stamps and registered delivery; source of signature assurance levels and qualified time-stamp evidence used in execution and notice findings." }, { "id": "SRC-008", "title": "United Nations Convention on the Use of Electronic Communications in International Contracts (New York, 2005)", "organization": "United Nations Commission on International Trade Law (UNCITRAL)", "url": "https://uncitral.un.org/en/texts/ecommerce/conventions/electronic_communications", "version_or_date": "Adopted 23 November 2005; in force 1 March 2013", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Rules on time and place of dispatch and receipt of electronic communications, location of parties, invitations to make offers, automated message systems and input errors; grounds the notice, conclusion-time and party-location data elements." }, { "id": "SRC-009", "title": "UNCITRAL Model Law on Electronic Signatures (2001)", "organization": "United Nations Commission on International Trade Law (UNCITRAL)", "url": "https://uncitral.un.org/en/texts/ecommerce/modellaw/electronic_signatures", "version_or_date": "Adopted 5 July 2001", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Technology-neutral, reliability-based criteria for signature equivalence and the principles of non-discrimination and functional equivalence; the global counterweight to region-specific assurance tiers." }, { "id": "SRC-010", "title": "Incoterms(R) Rules", "organization": "International Chamber of Commerce (ICC)", "url": "https://iccwbo.org/business-solutions/incoterms-rules/", "version_or_date": "Incoterms 2020, in force 1 January 2020 (eleven rules)", "source_type": "classifier", "primary_source": true, "authority_tier": 2, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Controlled vocabulary of eleven three-letter delivery terms allocating tasks, costs and risk transfer between seller and buyer; requires an edition and a named place to be interpretable." }, { "id": "SRC-011", "title": "PROV-O: The PROV Ontology", "organization": "World Wide Web Consortium (W3C)", "url": "https://www.w3.org/TR/prov-o/", "version_or_date": "W3C Recommendation, 30 April 2013", "source_type": "ontology", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Entity/Activity/Agent model with wasGeneratedBy, wasAttributedTo, wasDerivedFrom, actedOnBehalfOf and generatedAtTime supplies the format-neutral provenance and audit-trail vocabulary." }, { "id": "SRC-012", "title": "RFC 3339: Date and Time on the Internet: Timestamps", "organization": "Internet Engineering Task Force (IETF)", "url": "https://datatracker.ietf.org/doc/html/rfc3339", "version_or_date": "July 2002", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Normative timestamp profile with mandatory seconds and an explicit Z or +/-hh:mm offset, and the -00:00 convention for unknown local offset; governs every contractual time value." }, { "id": "SRC-013", "title": "ISO 15489-1:2016 Information and documentation - Records management - Part 1: Concepts and principles", "organization": "International Organization for Standardization (ISO)", "url": "https://www.iso.org/standard/62542.html", "version_or_date": "First edition, published 2016", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Records characteristics (authenticity, reliability, integrity, usability), metadata for records, and appraisal, retention and disposition concepts; grounds the record governance bundle." }, { "id": "SRC-014", "title": "Data Act - Regulation (EU) 2023/2854", "organization": "European Commission (DG CONNECT)", "url": "https://digital-strategy.ec.europa.eu/en/policies/data-act", "version_or_date": "Regulation (EU) 2023/2854; in force 11 January 2024; applicable from 12 September 2025", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Regional control on unfair contractual terms unilaterally imposed in business-to-business data-sharing contracts, and essential requirements for smart contracts used to execute data-sharing agreements." }, { "id": "SRC-015", "title": "Universal Business Language v2.4 approved as a Committee Specification", "organization": "OASIS Open (UBL TC)", "url": "https://www.oasis-open.org/2023/10/27/universal-business-language-v2-4-from-the-ubl-tc-approved-as-a-committee-specification/", "version_or_date": "UBL 2.4 Committee Specification, 27 October 2023; UBL 2.1 = ISO/IEC 19845:2015", "source_type": "schema", "primary_source": true, "authority_tier": 2, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Ninety-three interoperable business document types including tendering and contracting documents; the reference projection target for exchanging contract-adjacent documents without exposing clause text." }, { "id": "SRC-016", "title": "Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)", "organization": "United Nations Commission on International Trade Law (UNCITRAL)", "url": "https://uncitral.un.org/en/texts/arbitration/conventions/foreign_arbitral_awards", "version_or_date": "Adopted 10 June 1958; in force 7 June 1959", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T10:00:00Z", "relevance": "Article II requires an arbitration agreement in writing and obliges courts to refer parties to arbitration; sets the evidentiary form requirement for the dispute-forum finding." }, { "id": "SRC-017", "title": "United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) — authentic English text", "organization": "UNCITRAL", "url": "https://cisg-online.org/Text-of-the-Convention/Authentic-English-text-of-the-CISG", "version_or_date": "1980-04-11; entry into force 1988-01-01", "source_type": "legislation", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T12:00:00Z", "relevance": "Normative sales-contract code for formation, seller and buyer obligations, risk, damages, exemption, avoidance and preservation. Official UNCITRAL landing page: https://uncitral.un.org/en/texts/salegoods/conventions/sale_of_goods/cisg" }, { "id": "SRC-018", "title": "LegalRuleML Core Specification Version 1.0", "organization": "OASIS LegalRuleML TC", "url": "https://docs.oasis-open.org/legalruleml/legalruleml-core-spec/v1.0/os/legalruleml-core-spec-v1.0-os.html", "version_or_date": "OASIS Standard, 30 August 2021", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T12:00:00Z", "relevance": "Machine-readable deontic, temporal, jurisdictional and isomorphic representation of norms including contracts: Obligation, Permission, Prohibition, Right, Violation, Penalty, Reparation, Bearer, Authority, Time." }, { "id": "SRC-019", "title": "Akoma Ntoso Version 1.0 Part 1: XML Vocabulary", "organization": "OASIS LegalDocumentML TC", "url": "https://docs.oasis-open.org/legaldocml/akn-core/v1.0/os/part1-vocabulary/akn-core-v1.0-os-part1-vocabulary.html", "version_or_date": "OASIS Standard, 29 August 2018", "source_type": "standard", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T12:00:00Z", "relevance": "Legal document identity (FRBR work/expression/manifestation/item), hierarchical provisions, metadata lifecycle, citations and naming. Namespace http://docs.oasis-open.org/legaldocml/ns/akn/3.0" }, { "id": "SRC-020", "title": "Uniform Commercial Code § 2-201 Formal Requirements; Statute of Frauds", "organization": "American Law Institute / Uniform Law Commission", "url": "https://www.law.cornell.edu/ucc/2/2-201", "version_or_date": "UCC Article 2 as published on LII; retrieved 2026-08-25", "source_type": "legislation", "primary_source": true, "authority_tier": 2, "accessed_at": "2026-08-25T12:00:00Z", "relevance": "US-state commercial sales writing rule: $500 threshold, merchant confirmation exception, specially manufactured goods, admission and part-performance. Competes with CISG Article 11 where CISG applies and no Article 96 declaration is in force. Text published by the Legal Information Institute, Cornell Law School." }, { "id": "SRC-021", "title": "UNCITRAL Model Law on Electronic Commerce (1996) with additional article 5 bis as adopted in 1998", "organization": "UNCITRAL", "url": "https://uncitral.un.org/en/texts/ecommerce/modellaw/electronic_commerce", "version_or_date": "1996; article 5 bis 1998", "source_type": "public-authority", "primary_source": true, "authority_tier": 1, "accessed_at": "2026-08-25T12:00:00Z", "relevance": "Non-discrimination, functional equivalence and technology neutrality for electronic information, writing and contracts. Companion to CISG Article 13 writing and to electronic formation. Published by the United Nations Commission on International Trade Law." } ], "structure": { "bundles": [ { "id": "identity-and-legal-frame", "name": "Identity and Legal Frame", "description": "What this agreement is, how it is uniquely denoted, what kind of transaction it governs and which law and forum apply to it.", "rationale": "Before any term can be read or any obligation operated, an agent must fix the record's identity boundary and the legal regime that determines validity, interpretation, performance and remedies; the HCCH Principles make the chosen law govern exactly those matters.", "source_refs": [ "SRC-005", "SRC-001", "SRC-006" ], "layers": [ { "id": "agreement-identity-and-classification", "name": "Agreement Identity and Classification", "description": "Denotation of the agreement instance and the coded classification that selects the applicable regime and term expectations.", "source_refs": [ "SRC-006", "SRC-001", "SRC-004" ], "findings": [ { "id": "agreement-record-identity", "name": "Agreement Record Identity and Instance Boundary", "description": "How one agreement is distinguished from another, which identifier is authoritative, and where a framework agreement ends and a call-off begins.", "source_refs": [ "SRC-004", "SRC-006", "SRC-013" ], "questions": [ { "id": "ari-q-master-identifier", "text": "Which identifier is authoritative for this agreement, who issued it, and is it agreed by all parties?", "kind": "identity", "answer_data": [ "Agreement identifier value", "Issuing system or registry", "Identifier scheme code", "Multi-party acceptance flag" ] }, { "id": "ari-q-instance-boundary", "text": "Does this record denote one binding agreement, or a framework whose obligations arise only on call-off?", "kind": "definition", "answer_data": [ "Instance kind code (standalone, framework, call-off, schedule)", "Parent agreement reference", "Obligation-arising trigger" ] }, { "id": "ari-q-expression-addressing", "text": "How is a specific executed version of this agreement addressed as distinct from the abstract agreement?", "kind": "composition", "answer_data": [ "Work-level IRI", "Expression-level IRI", "Expression effective date", "Language code" ] }, { "id": "ari-q-mint-authority", "text": "If no master-system identifier exists, which Dimension minted the surrogate key and under what authority?", "kind": "authority", "answer_data": [ "Minting Dimension", "Surrogate key type (UUID or ULID)", "Mint timestamp", "Authority reference" ] } ], "data_elements": [ { "id": "de-agreement-identifier", "name": "agreementIdentifier", "description": "Authoritative identifier of the agreement instance, resolved by the identity priority rule.", "value_kind": "identifier", "cardinality": "1", "required": true, "source_refs": [ "SRC-006", "SRC-004" ] }, { "id": "de-identifier-scheme", "name": "identifierScheme", "description": "Coded scheme of the identifier (master register, governed IRI, or Dimension-minted surrogate).", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-004" ] }, { "id": "de-parent-agreement-ref", "name": "parentAgreementRef", "description": "Reference to the framework or master agreement under which this instance is concluded.", "value_kind": "reference", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-015" ] } ], "artifacts": [ { "id": "art-contract-register-entry", "name": "Contract Register Entry", "description": "The authoritative register record asserting the agreement identifier, its scheme, instance kind and links to parent or child instances.", "media_or_form": [ "structured record", "register row", "signed identifier assertion" ], "serial": false, "identity_strategy": "Carries the authoritative master-system identifier where the register is the system of record; otherwise the governed IRI, with any Dimension-minted UUID/ULID recorded as an alias with minting provenance.", "source_refs": [ "SRC-006", "SRC-013" ] } ], "inline_only_rationale": null }, { "id": "contract-classification", "name": "Subject-Matter Classification and Applicable Regime", "description": "Coded classification of what the agreement does, and the declared applicability or exclusion of regimes such as the CISG.", "source_refs": [ "SRC-001", "SRC-005", "SRC-015" ], "questions": [ { "id": "cls-q-subject-class", "text": "What class of subject matter does the agreement govern, and under which classification scheme is that code drawn?", "kind": "classification", "answer_data": [ "Subject-matter class code", "Classification scheme identifier", "Scheme version" ] }, { "id": "cls-q-commercial-scope", "text": "Are all parties acting in the exercise of their trade or profession, so that the commercial-contract scope applies?", "kind": "constraint", "answer_data": [ "Commercial-party assertion per position", "Consumer or employment exclusion flag", "Basis of assertion" ] }, { "id": "cls-q-regime-applicability", "text": "Does the CISG or another uniform regime apply to this agreement, and has it been expressly excluded?", "kind": "requirement", "answer_data": [ "Regime applicability code", "Opt-out clause reference", "Contracting-state status of each party's place of business" ] } ], "data_elements": [ { "id": "de-subject-matter-class", "name": "subjectMatterClass", "description": "Coded class of the transaction (sale of goods, services, licence, lease, distribution, data sharing).", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-015", "SRC-001" ] }, { "id": "de-regime-applicability", "name": "uniformRegimeApplicability", "description": "Declared applicability or exclusion of a uniform regime such as the CISG, with the clause that effects the exclusion.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-001" ] } ], "artifacts": [], "inline_only_rationale": "Classification is coded reference data asserted on the agreement record and resolved against external code lists; it produces no separate document. The evidence for a regime exclusion is the clause artifact already held by the clause-addressability finding, so duplicating an artifact here would fragment the executed text." } ] }, { "id": "applicable-law-and-forum", "name": "Applicable Law and Dispute Forum", "description": "The chosen governing law, the mandatory rules it cannot displace, and the forum agreed for disputes together with the form evidence that forum requires.", "source_refs": [ "SRC-005", "SRC-016", "SRC-014" ], "findings": [ { "id": "governing-law-and-mandatory-rules", "name": "Governing Law and Mandatory Rules", "description": "Which law the parties chose, whether expressly or tacitly, the severability of that choice, and the overriding rules that apply regardless.", "source_refs": [ "SRC-005", "SRC-014", "SRC-001" ], "questions": [ { "id": "gov-q-chosen-law", "text": "Which law did the parties designate to govern the contract, and is the designation express or tacit?", "kind": "decision", "answer_data": [ "Governing law jurisdiction code", "Choice mode (express, tacit, none)", "Clause reference evidencing the choice" ] }, { "id": "gov-q-severability", "text": "Is the choice-of-law term recorded as severable, so that a defect in the main agreement does not invalidate it?", "kind": "constraint", "answer_data": [ "Severability assertion", "Source clause reference", "Fallback conflict rule if choice fails" ] }, { "id": "gov-q-mandatory-overrides", "text": "Which overriding mandatory rules or unfair-term controls apply irrespective of the chosen law?", "kind": "requirement", "answer_data": [ "Mandatory rule reference", "Affected clause references", "Screening outcome" ] }, { "id": "gov-q-scope-of-chosen-law", "text": "Does the chosen law cover interpretation, performance and remedies, or is the contract split across several laws?", "kind": "composition", "answer_data": [ "Scope of chosen law", "Depecage flag", "Per-part law assignment" ] } ], "data_elements": [ { "id": "de-governing-law", "name": "governingLaw", "description": "Jurisdiction or body of law designated to govern the contract.", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-005" ] }, { "id": "de-choice-mode", "name": "choiceOfLawMode", "description": "Whether the choice is express, tacit and clearly apparent, or absent so that conflict rules apply.", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-005" ] }, { "id": "de-mandatory-rule-ref", "name": "overridingMandatoryRuleRef", "description": "Reference to a rule that applies regardless of the chosen law, with the clauses it constrains.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-014" ] } ], "artifacts": [], "inline_only_rationale": "The governing-law declaration is an attribute of the agreement plus a pointer into the executed clause tree; the clause text itself is the artifact of the clause-addressability finding. Minting a separate artifact would create a second, divergent copy of a normative provision." }, { "id": "dispute-forum-and-enforceability", "name": "Dispute Forum, Escalation and Written-Form Evidence", "description": "The agreed forum, escalation ladder and seat, plus the writing evidence an arbitration agreement needs to be enforceable across borders.", "source_refs": [ "SRC-016", "SRC-005", "SRC-002" ], "questions": [ { "id": "dis-q-forum-type", "text": "Is the agreed forum a national court, an arbitral tribunal, or a staged escalation ending in one of them?", "kind": "decision", "answer_data": [ "Forum type code", "Named court or arbitral institution", "Seat and procedural rules", "Escalation step sequence" ] }, { "id": "dis-q-writing-evidence", "text": "What evidence shows the arbitration agreement is in writing as required for cross-border enforcement?", "kind": "evidence", "answer_data": [ "Written-form evidence reference", "Signature or exchange-of-communications basis", "Clause reference" ] }, { "id": "dis-q-escalation-state", "text": "What escalation stage has the dispute reached and when did each stage begin?", "kind": "state", "answer_data": [ "Escalation stage code", "Stage entry timestamp", "Triggering notice reference" ] }, { "id": "dis-q-forum-disclosure", "text": "Under what condition does the forum obtain access to the otherwise confidential record?", "kind": "access", "answer_data": [ "Adjudication access trigger", "Disclosure scope", "Grant reference" ] } ], "data_elements": [ { "id": "de-forum-type", "name": "disputeForumType", "description": "Coded forum agreed for disputes (court, institutional arbitration, ad hoc arbitration, expert determination).", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-016" ] }, { "id": "de-arbitral-seat", "name": "arbitralSeat", "description": "Legal seat of arbitration determining the supervisory jurisdiction.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-016" ] }, { "id": "de-escalation-stage", "name": "escalationStage", "description": "Current stage in the agreed dispute escalation ladder.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-dispute-clause-extract", "name": "Dispute Resolution Clause Extract", "description": "Addressable extract of the jurisdiction or arbitration clause together with the writing evidence relied on for enforceability.", "media_or_form": [ "clause extract", "XML fragment", "PDF page range" ], "serial": false, "identity_strategy": "Addressed by the clause eId within the executed expression IRI; the extract carries a digest referencing the digest of the parent expression.", "source_refs": [ "SRC-004", "SRC-016" ] } ], "inline_only_rationale": null } ] } ] }, { "id": "parties-and-authority", "name": "Parties, Identity and Authority", "description": "Who is bound, in what role, on whose behalf, and with what verified power to bind.", "rationale": "A contract binds legal persons through positions filled by representatives; UNIDROIT treats authority of agents as a distinct chapter and the LEI provides a governed identifier, so party position, party identity and signing authority are separable decision surfaces.", "source_refs": [ "SRC-002", "SRC-006", "SRC-008" ], "layers": [ { "id": "party-positions", "name": "Party Positions and Legal Identification", "description": "The roles the agreement creates and the verified real-world entities that occupy them.", "source_refs": [ "SRC-006", "SRC-008", "SRC-002" ], "findings": [ { "id": "party-position-and-role", "name": "Party Position and Contractual Role", "description": "The abstract positions the agreement creates, their roles, and how liability is shared where several parties occupy one side.", "source_refs": [ "SRC-002", "SRC-001", "SRC-015" ], "questions": [ { "id": "pos-q-role-vocabulary", "text": "What role does each party position hold, and from which controlled vocabulary is the role code taken?", "kind": "classification", "answer_data": [ "Party role code", "Role vocabulary identifier", "Position label used in the text" ] }, { "id": "pos-q-plurality", "text": "Where several obligors occupy one side, are their duties joint, several, or joint and several?", "kind": "relationship", "answer_data": [ "Obligor plurality mode", "Share allocation", "Source clause reference" ] }, { "id": "pos-q-position-vs-entity", "text": "How is a party position kept distinct from the legal entity that currently occupies it?", "kind": "definition", "answer_data": [ "Party position identifier", "Occupying entity reference", "Occupancy validity interval" ] } ], "data_elements": [ { "id": "de-party-position-id", "name": "partyPositionId", "description": "Identifier of a position in the agreement, stable across changes of the occupying entity.", "value_kind": "identifier", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-002" ] }, { "id": "de-party-role-code", "name": "partyRoleCode", "description": "Coded contractual role such as buyer, seller, licensor, supplier, guarantor.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-015", "SRC-001" ] }, { "id": "de-obligor-plurality", "name": "obligorPluralityMode", "description": "How liability is shared among several obligors on the same side.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [], "inline_only_rationale": "A party position is a structural slot in the agreement record, not a document. Its evidence is the executed text and the identity verification record held by the neighbouring finding; creating an artifact for a slot would assert a document that does not exist." }, { "id": "party-legal-identification", "name": "Legal Identification and Place of Business", "description": "The governed identifier for each party, the verification evidence behind it, and the place of business that drives regime applicability.", "source_refs": [ "SRC-006", "SRC-008", "SRC-001" ], "questions": [ { "id": "pid-q-governed-identifier", "text": "Which governed global identifier denotes each party, and what is its current registration status?", "kind": "identity", "answer_data": [ "Legal entity identifier value", "Registration status", "Last verification timestamp", "Registry reference" ] }, { "id": "pid-q-place-of-business", "text": "What is each party's relevant place of business, and how was it determined where several exist?", "kind": "spatial", "answer_data": [ "Place of business location", "Determination basis", "Closest-relationship justification" ] }, { "id": "pid-q-verification-evidence", "text": "What evidence supports the link between the named party in the text and the identified legal entity?", "kind": "evidence", "answer_data": [ "Verification method", "Evidence artifact reference", "Verifying actor", "Verification observation time" ] }, { "id": "pid-q-identity-change", "text": "How is a party's change of name, registration or legal form recorded without breaking the position link?", "kind": "lifecycle", "answer_data": [ "Identity change event", "Prior identifier", "Effective date of change", "Continuity assertion" ] } ], "data_elements": [ { "id": "de-legal-entity-identifier", "name": "legalEntityIdentifier", "description": "Twenty-character governed identifier of the legal entity occupying a party position, where available.", "value_kind": "identifier", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-006" ] }, { "id": "de-place-of-business", "name": "placeOfBusiness", "description": "Party's relevant place of business, used to determine uniform-regime applicability and communication rules.", "value_kind": "text", "cardinality": "1", "required": true, "source_refs": [ "SRC-001", "SRC-008" ] }, { "id": "de-identity-verification-time", "name": "identityVerificationTime", "description": "Observation time at which the party identity was last verified against the authoritative registry.", "value_kind": "timestamp", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-006", "SRC-012" ] } ], "artifacts": [ { "id": "art-party-identity-verification-record", "name": "Party Identity Verification Record", "description": "Dated record of the check that ties the party named in the text to a registry entry, capturing method, source, result and verifier.", "media_or_form": [ "structured record", "registry extract", "PDF certificate" ], "serial": true, "identity_strategy": "Keyed by party position identifier plus a zero-padded verification sequence number scoped to that position; carries the verified legal entity identifier as a foreign key.", "source_refs": [ "SRC-006", "SRC-013" ] } ], "inline_only_rationale": null } ] }, { "id": "authority-and-representation", "name": "Authority and Representation", "description": "The power of the individuals and intermediaries who bind the parties, and the positions of third parties who are affected without signing.", "source_refs": [ "SRC-002", "SRC-007" ], "findings": [ { "id": "signing-authority-and-capacity", "name": "Signing Authority and Capacity", "description": "Who executed the agreement for each party, on what basis they were empowered, and what limits bounded that power.", "source_refs": [ "SRC-002", "SRC-007", "SRC-006" ], "questions": [ { "id": "aut-q-authority-basis", "text": "On what basis was each signatory empowered to bind the party, and where is that basis recorded?", "kind": "authority", "answer_data": [ "Authority basis code", "Authority instrument reference", "Granting body", "Validity interval of the authority" ] }, { "id": "aut-q-authority-limits", "text": "What monetary, subject-matter or duration limits bound the signatory's authority at execution time?", "kind": "constraint", "answer_data": [ "Authority limit value and currency", "Subject-matter restriction", "Co-signature requirement" ] }, { "id": "aut-q-authority-exceeded", "text": "If authority was exceeded, is the agreement treated as ratified, void, or binding on apparent authority?", "kind": "exception", "answer_data": [ "Authority defect finding", "Ratification event reference", "Consequence assessment" ] }, { "id": "aut-q-authority-verification", "text": "Was signing authority verified before execution, by whom, and at what observation time?", "kind": "validation", "answer_data": [ "Verification actor", "Verification observation timestamp", "Verification outcome" ] } ], "data_elements": [ { "id": "de-authority-basis", "name": "signingAuthorityBasis", "description": "Coded basis of the signatory's power (statutory representative, board resolution, power of attorney, delegated mandate).", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-002" ] }, { "id": "de-authority-limit-amount", "name": "authorityLimitAmount", "description": "Monetary ceiling on the signatory's power, with its currency code.", "value_kind": "quantity", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-authority-evidence-instrument", "name": "Authority Evidence Instrument", "description": "The power of attorney, board resolution, register extract or delegation record relied on to show the signatory could bind the party.", "media_or_form": [ "PDF", "notarised deed", "registry extract", "structured mandate record" ], "serial": false, "identity_strategy": "Identified by the issuing register's document number where one exists; otherwise by a governed IRI, with a content digest binding it to the execution event.", "source_refs": [ "SRC-002", "SRC-013" ] } ], "inline_only_rationale": null }, { "id": "third-party-positions", "name": "Agents, Guarantors and Third-Party Beneficiaries", "description": "Positions held by parties who act for, secure or benefit from the agreement without being principal obligors.", "source_refs": [ "SRC-002", "SRC-015" ], "questions": [ { "id": "tpp-q-third-party-role", "text": "Which non-principal positions exist, and what right or exposure does each carry?", "kind": "relationship", "answer_data": [ "Third-party role code", "Conferred right or exposure", "Source clause reference" ] }, { "id": "tpp-q-beneficiary-enforcement", "text": "May a named beneficiary enforce a term directly, and can the parties vary it without that beneficiary's consent?", "kind": "requirement", "answer_data": [ "Enforceable-benefit flag", "Variation consent requirement", "Beneficiary identifier" ] }, { "id": "tpp-q-subcontracting", "text": "May an obligor perform through a subcontractor, and does the obligor remain liable for that performance?", "kind": "composition", "answer_data": [ "Subcontracting permission code", "Retained liability assertion", "Approved subcontractor list reference" ] } ], "data_elements": [ { "id": "de-third-party-role", "name": "thirdPartyRoleCode", "description": "Coded non-principal role such as agent, guarantor, beneficiary, subcontractor, escrow holder.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-beneficiary-enforceable", "name": "beneficiaryRightEnforceable", "description": "Whether a third-party beneficiary can enforce a conferred right directly.", "value_kind": "boolean", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [], "inline_only_rationale": "Third-party positions are structural relations derived from the executed clauses; where a guarantee or agency is itself a separate agreement, it is a distinct instance of this model rather than an artifact of this finding, which avoids double-owning another contract's text." } ] } ] }, { "id": "formation-and-execution", "name": "Formation, Execution and Effectiveness", "description": "How the agreement came into existence, how consent was expressed and evidenced, and when it began to bite.", "rationale": "The CISG devotes a whole Part to formation by offer and acceptance, the UN electronic communications convention governs dispatch and receipt of the messages that carry consent, and eIDAS and the UNCITRAL Model Law govern the evidentiary weight of the resulting signature.", "source_refs": [ "SRC-001", "SRC-008", "SRC-007", "SRC-009" ], "layers": [ { "id": "consent-and-conclusion", "name": "Consent and Conclusion", "description": "The offer, acceptance or conduct that concluded the agreement, and whose standard terms became part of it.", "source_refs": [ "SRC-001", "SRC-008", "SRC-002" ], "findings": [ { "id": "offer-acceptance-and-conclusion", "name": "Offer, Acceptance and Incorporated Standard Terms", "description": "The communications and conduct that concluded the contract, when and where they took effect, and which standard terms were incorporated when both sides sent their own.", "source_refs": [ "SRC-001", "SRC-008", "SRC-002" ], "questions": [ { "id": "oac-q-conclusion-mode", "text": "By what act was the contract concluded: acceptance of a definite offer, conduct indicating assent, or an automated exchange?", "kind": "process", "answer_data": [ "Conclusion mode code", "Offer reference", "Acceptance reference", "Conduct description" ] }, { "id": "oac-q-conclusion-time", "text": "At what dispatch and receipt times did the concluding communication take effect, in each party's offset?", "kind": "temporal", "answer_data": [ "Dispatch timestamp", "Receipt timestamp", "Deemed-effective timestamp", "Offset applied" ] }, { "id": "oac-q-standard-terms", "text": "Whose standard terms were incorporated, and how was a conflict between competing form sets resolved?", "kind": "constraint", "answer_data": [ "Incorporated term-set reference", "Incorporation method", "Conflict resolution rule applied", "Surviving terms" ] }, { "id": "oac-q-definiteness", "text": "Was the proposal sufficiently definite as to goods, quantity and price for a binding contract to arise?", "kind": "validation", "answer_data": [ "Definiteness assessment", "Quantity determination method", "Price determination method" ] } ], "data_elements": [ { "id": "de-conclusion-mode", "name": "conclusionMode", "description": "Coded manner in which assent was expressed (signed instrument, offer and acceptance, conduct, automated system).", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-001", "SRC-008" ] }, { "id": "de-conclusion-time", "name": "conclusionEventTime", "description": "Time at which the contract was concluded, recorded with seconds and explicit offset.", "value_kind": "timestamp", "cardinality": "1", "required": true, "source_refs": [ "SRC-012", "SRC-008" ] }, { "id": "de-incorporated-terms-ref", "name": "incorporatedTermSetRef", "description": "Reference to a standard term set incorporated by reference, with its version and the incorporation clause.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-formation-communication-set", "name": "Formation Communication Set", "description": "The ordered set of pre-contractual communications (quotation, purchase order, order confirmation, acceptance message) relied on to show conclusion.", "media_or_form": [ "email message", "EDI or UBL document", "structured message log", "PDF" ], "serial": true, "identity_strategy": "Each communication keyed by its transport message identifier where one exists, otherwise by a Dimension-minted ULID; ordered by a zero-padded sequence scoped to the agreement identifier.", "source_refs": [ "SRC-008", "SRC-015" ] } ], "inline_only_rationale": null } ] }, { "id": "execution-and-effectiveness", "name": "Execution and Effectiveness", "description": "The signature or seal evidence attached to the agreed text, and the conditions that had to be met before it took effect.", "source_refs": [ "SRC-007", "SRC-009", "SRC-002" ], "findings": [ { "id": "execution-signature-and-form", "name": "Execution, Signature Type and Form Requirement", "description": "How the agreement was signed or sealed, the assurance level and validation evidence of that signature, and any form requirement it had to satisfy.", "source_refs": [ "SRC-007", "SRC-009", "SRC-016", "SRC-001" ], "questions": [ { "id": "exe-q-form-requirement", "text": "Does any applicable rule require this agreement or a clause within it to be in writing or signed?", "kind": "requirement", "answer_data": [ "Form requirement reference", "Affected clause references", "Satisfaction assessment" ] }, { "id": "exe-q-signature-type", "text": "What signature or seal type was used by each signatory, and at what assurance level?", "kind": "classification", "answer_data": [ "Signature type code", "Assurance level", "Trust service provider identifier", "Certificate reference" ] }, { "id": "exe-q-signature-validation", "text": "What validation evidence proves the signature was valid at signing time and remains verifiable now?", "kind": "evidence", "answer_data": [ "Validation report reference", "Time-stamp token reference", "Signed-data digest", "Validation observation time" ] }, { "id": "exe-q-execution-time", "text": "When and in which offset did each party execute, and which execution completed the agreement?", "kind": "temporal", "answer_data": [ "Per-signatory execution timestamp", "Completing execution timestamp", "Local offset of execution" ] } ], "data_elements": [ { "id": "de-execution-time", "name": "executionTime", "description": "Time at which a signatory executed, with seconds and the local offset of the place of execution preserved.", "value_kind": "timestamp", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-012", "SRC-007" ] }, { "id": "de-signature-type", "name": "signatureType", "description": "Coded signature or seal type and its assurance level under the applicable trust framework.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-007", "SRC-009" ] }, { "id": "de-signed-data-digest", "name": "signedDataDigest", "description": "Digest over the exact bytes covered by each signature, with the algorithm identifier.", "value_kind": "text", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-007", "SRC-013" ] } ], "artifacts": [ { "id": "art-signature-evidence-package", "name": "Signature Evidence Package", "description": "The signed container, certificates, time-stamp tokens and validation report that together evidence execution and allow later re-verification.", "media_or_form": [ "signed PDF or XML container", "detached signature", "validation report", "time-stamp token" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus signatory position and a zero-padded signature sequence; content-addressed by the digest of the signed bytes.", "source_refs": [ "SRC-007", "SRC-009" ] } ], "inline_only_rationale": null }, { "id": "effectiveness-conditions-and-validity", "name": "Conditions Precedent, Effectiveness and Validity Defects", "description": "The gap between execution and effect: conditions to be satisfied, approvals to be obtained, and defects that can unwind consent.", "source_refs": [ "SRC-002", "SRC-005", "SRC-001" ], "questions": [ { "id": "eff-q-conditions-precedent", "text": "Which conditions had to be satisfied or waived before obligations became enforceable, and what is each one's status?", "kind": "state", "answer_data": [ "Condition description", "Condition status", "Satisfaction or waiver evidence", "Long-stop date" ] }, { "id": "eff-q-effective-date", "text": "How does the effective date differ from the execution date, and does any term apply retroactively?", "kind": "temporal", "answer_data": [ "Effective date", "Execution date", "Retroactive coverage interval" ] }, { "id": "eff-q-validity-defect", "text": "Is any ground of invalidity asserted, such as mistake, fraud, threat or gross disparity, and by whom?", "kind": "exception", "answer_data": [ "Defect ground code", "Asserting party position", "Assertion timestamp", "Avoidance notice reference" ] }, { "id": "eff-q-partial-invalidity", "text": "If a term is invalid or unenforceable, does the remainder of the agreement survive?", "kind": "constraint", "answer_data": [ "Severance clause reference", "Affected clause references", "Survival assessment" ] } ], "data_elements": [ { "id": "de-effective-date", "name": "effectiveDate", "description": "Date or timestamp from which the agreement's obligations take effect.", "value_kind": "date", "cardinality": "1", "required": true, "source_refs": [ "SRC-002", "SRC-012" ] }, { "id": "de-condition-precedent", "name": "conditionPrecedent", "description": "A condition to be satisfied or waived before effectiveness, with its status and evidence.", "value_kind": "object", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-validity-status", "name": "validityStatus", "description": "Current validity state of the agreement (effective, conditional, avoided, disputed).", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-002" ] } ], "artifacts": [], "inline_only_rationale": "Effectiveness is a computed state over conditions, clauses and events already held elsewhere; the documents that satisfy a condition (a regulatory approval, a guarantee) are artifacts owned by their own models or by the notice finding. Creating an artifact here would duplicate them." } ] } ] }, { "id": "text-and-terms", "name": "Agreed Text and Commercial Terms", "description": "The structure of the agreed text, the documents that make it up, and the substantive commercial and protective terms it contains.", "rationale": "Operating a contract requires addressing individual provisions stably across amendments, knowing which documents govern when they conflict, and reading the price, delivery and protective terms as structured values rather than prose.", "source_refs": [ "SRC-004", "SRC-010", "SRC-014" ], "layers": [ { "id": "document-structure", "name": "Document Structure and Precedence", "description": "How provisions are addressed, which documents constitute the contract, how conflicts between them resolve, and which language governs.", "source_refs": [ "SRC-004", "SRC-015" ], "findings": [ { "id": "clause-addressability", "name": "Clause Addressability and Structure", "description": "Stable identification of individual provisions across versions, their classification and their machine-readable form.", "source_refs": [ "SRC-004", "SRC-003" ], "questions": [ { "id": "cla-q-clause-identifier", "text": "How is a single provision addressed so the reference survives renumbering in a later amended version?", "kind": "identity", "answer_data": [ "Expression-level clause identifier", "Work-level persistent clause identifier", "Parent expression IRI" ] }, { "id": "cla-q-clause-class", "text": "What functional class does a provision belong to, and which classification scheme assigns it?", "kind": "classification", "answer_data": [ "Clause class code", "Scheme identifier", "Confidence or assignment method" ] }, { "id": "cla-q-clause-integrity", "text": "What digest fixes the exact wording of a provision as executed?", "kind": "quality", "answer_data": [ "Clause text digest", "Digest algorithm", "Canonicalisation rule applied" ] }, { "id": "cla-q-machine-rule-link", "text": "Which machine-readable rule, if any, is asserted to represent this provision, and who asserted it?", "kind": "interoperability", "answer_data": [ "Rule identifier", "Asserting actor", "Assertion timestamp", "Fidelity caveat" ] } ], "data_elements": [ { "id": "de-clause-eid", "name": "clauseExpressionId", "description": "Expression-level identifier of a provision, valid within one version of the text.", "value_kind": "identifier", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-004" ] }, { "id": "de-clause-wid", "name": "clauseWorkId", "description": "Work-level identifier that persists across expressions, allowing a provision to be tracked through amendments.", "value_kind": "identifier", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-004" ] }, { "id": "de-clause-class", "name": "clauseClass", "description": "Coded functional class of the provision (payment, liability, termination, confidentiality, governing law).", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-003" ] } ], "artifacts": [ { "id": "art-clause-tree-expression", "name": "Clause Tree Expression", "description": "The hierarchical, addressable representation of one version of the agreed text with per-node identifiers and digests.", "media_or_form": [ "structured XML", "hierarchical record set", "annotated text" ], "serial": true, "identity_strategy": "Identified by the FRBR expression IRI of the agreed text; each node addressed by its expression identifier, with the persistent work identifier retained for cross-version tracking.", "source_refs": [ "SRC-004" ] } ], "inline_only_rationale": null }, { "id": "document-set-precedence-and-language", "name": "Constituent Documents, Precedence and Authentic Language", "description": "Which documents together form the contract, how conflicts between them are ranked, and which language version controls.", "source_refs": [ "SRC-004", "SRC-015", "SRC-002" ], "questions": [ { "id": "dsp-q-constituent-set", "text": "Which documents, schedules and incorporated term sets together constitute the contract?", "kind": "composition", "answer_data": [ "Constituent document reference", "Document role", "Version or edition", "Digest" ] }, { "id": "dsp-q-precedence-order", "text": "In what rank order do the constituent documents prevail when their terms conflict?", "kind": "constraint", "answer_data": [ "Precedence rank", "Precedence clause reference", "Scope limitation of the ranking" ] }, { "id": "dsp-q-authentic-language", "text": "Which language version is authentic, and what status do translations have?", "kind": "definition", "answer_data": [ "Authentic language code", "Translation language codes", "Translation status", "Discrepancy handling rule" ] } ], "data_elements": [ { "id": "de-constituent-document-ref", "name": "constituentDocumentRef", "description": "Reference to a document forming part of the contract, with its role and version.", "value_kind": "reference", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-015" ] }, { "id": "de-precedence-rank", "name": "precedenceRank", "description": "Ordinal rank of a constituent document in the agreed order of precedence.", "value_kind": "number", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-authentic-language", "name": "authenticLanguage", "description": "Language code of the version that controls interpretation.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-004" ] } ], "artifacts": [ { "id": "art-contract-document-manifest", "name": "Contract Document Manifest", "description": "Manifest listing every constituent document with role, version, language, precedence rank and digest.", "media_or_form": [ "structured manifest", "table", "signed inventory" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded manifest revision number; each entry carries the constituent document's own identifier and digest.", "source_refs": [ "SRC-013", "SRC-015" ] } ], "inline_only_rationale": null }, { "id": "interpretation-usages-and-subsequent-conduct", "name": "Interpretation, usages and subsequent conduct", "description": "CISG Article 8 interprets statements and conduct first by a party's intent where the other party knew or could not have been unaware of it, otherwise by a reasonable person of the same kind in the same circumstances, having regard to negotiations, practices, usages and subsequent conduct. Article 9 binds parties to agreed usages and established practices and, unless otherwise agreed, to international trade usages they knew or ought to have known. Article 7 requires interpretation of the Convention itself with regard to international character, uniformity and good faith. UNIDROIT Chapter 4 (as part of PICC 2016) supplies complementary interpretation and gap-filling. These materials are evidence for meaning, not a second contract.", "source_refs": [ "SRC-017", "SRC-002" ], "inline_only_rationale": null, "questions": [ { "id": "interpretation-usages-and-subsequent-conduct-q01", "kind": "evidence", "text": "For a disputed statement or clause, did the other party know or could it not have been unaware of the speaker's intent, and if not what would a reasonable person of the same kind have understood?", "answer_data": [ "stated_intent", "known_to_counterparty", "reasonable_person_reading" ] }, { "id": "interpretation-usages-and-subsequent-conduct-q02", "kind": "relationship", "text": "Which agreed usages, established practices between the parties, or widely known international trade usages are implied into the contract unless excluded?", "answer_data": [ "agreed_usages", "established_practices", "implied_international_usages" ] }, { "id": "interpretation-usages-and-subsequent-conduct-q03", "kind": "provenance", "text": "What subsequent conduct of the parties is to be considered in interpretation, and which negotiation records are in the interpretation file rather than in the four corners of the instrument?", "answer_data": [ "subsequent_conduct", "negotiation_history_refs", "entire_agreement_override" ] } ], "data_elements": [ { "id": "interpretation-usages-and-subsequent-conduct-data01", "name": "stated_intent", "description": "Intent of the party making the statement.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data02", "name": "known_to_counterparty", "description": "Whether the other party knew or could not have been unaware of that intent.", "value_kind": "boolean", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data03", "name": "reasonable_person_reading", "description": "Understanding of a reasonable person of the same kind in the same circumstances.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data04", "name": "negotiation_history_refs", "description": "References to negotiation records used for interpretation.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data05", "name": "established_practices", "description": "Practices established between the parties.", "value_kind": "text", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data06", "name": "agreed_usages", "description": "Usages to which the parties have agreed.", "value_kind": "text", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data07", "name": "implied_international_usages", "description": "International trade usages the parties knew or ought to have known.", "value_kind": "text", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data08", "name": "subsequent_conduct", "description": "Subsequent conduct considered in interpretation.", "value_kind": "text", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "interpretation-usages-and-subsequent-conduct-data09", "name": "good_faith_issue", "description": "Good-faith issue raised in interpretation under Article 7.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] } ], "artifacts": [ { "id": "interpretation-usages-and-subsequent-conduct-artifact01", "name": "Interpretation file", "description": "Indexed negotiations, usages, practices and subsequent-conduct items used to interpret statements without rewriting the instrument.", "media_or_form": [ "evidentiary-file" ], "serial": false, "identity_strategy": "Authoritative master-system identifier first, then any governed IRI, then a Dimension UUID or ULID.", "source_refs": [ "SRC-017", "SRC-002" ] } ] } ] }, { "id": "commercial-and-protective-terms", "name": "Commercial and Protective Terms", "description": "Price and payment, delivery and risk, and the warranty, liability, confidentiality and compliance terms that allocate exposure.", "source_refs": [ "SRC-001", "SRC-010", "SRC-014" ], "findings": [ { "id": "price-and-payment-terms", "name": "Price, Consideration and Payment Terms", "description": "How the price is fixed or determined, in what currency, when payment falls due and what follows late payment.", "source_refs": [ "SRC-001", "SRC-002", "SRC-015" ], "questions": [ { "id": "pay-q-price-determination", "text": "Is the price fixed, indexed, cost-plus, or determined by a mechanism, and what inputs drive it?", "kind": "measurement", "answer_data": [ "Price basis code", "Fixed amount and currency", "Index or formula reference", "Adjustment trigger" ] }, { "id": "pay-q-payment-timing", "text": "When does payment fall due relative to delivery, invoice or acceptance, and over what period?", "kind": "temporal", "answer_data": [ "Payment trigger event", "Payment period", "Due date calculation rule" ] }, { "id": "pay-q-late-payment", "text": "What interest, charge or suspension right arises on late payment, and from which date does it run?", "kind": "constraint", "answer_data": [ "Interest basis", "Interest start rule", "Suspension or set-off right", "Source clause reference" ] }, { "id": "pay-q-price-confidentiality", "text": "Is the price treated as restricted, so that it is withheld from non-party projections?", "kind": "privacy", "answer_data": [ "Restriction flag", "Permitted disclosure exceptions", "Redaction rule" ] } ], "data_elements": [ { "id": "de-price-basis", "name": "priceBasis", "description": "Coded method by which the contract price is determined.", "value_kind": "code", "cardinality": "1", "required": true, "source_refs": [ "SRC-001" ] }, { "id": "de-contract-currency", "name": "contractCurrency", "description": "Currency code in which the price and payments are denominated.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-015" ] }, { "id": "de-payment-period", "name": "paymentPeriod", "description": "Agreed period between the payment trigger and the due date.", "value_kind": "duration", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [], "inline_only_rationale": "Payment terms are structured values derived from clauses; the payment schedule itself is held by the milestone finding and the resulting invoices belong to a settlement model. Asserting a separate artifact here would either duplicate the clause text or claim ownership of financial documents outside this model's boundary." }, { "id": "delivery-and-risk-transfer", "name": "Delivery Terms, Risk Transfer and Conformity", "description": "The trade term governing delivery and cost allocation, the point at which risk passes, and the conformity and inspection regime.", "source_refs": [ "SRC-010", "SRC-001" ], "questions": [ { "id": "del-q-trade-term", "text": "Which trade term applies, of which edition, and to which named place or port?", "kind": "classification", "answer_data": [ "Trade term code", "Rule edition", "Named place or port", "Source clause reference" ] }, { "id": "del-q-risk-transfer", "text": "At which event and moment does risk in the goods pass from seller to buyer?", "kind": "event", "answer_data": [ "Risk transfer event type", "Risk transfer timestamp", "Location of transfer" ] }, { "id": "del-q-conformity-period", "text": "Within what period must the goods or services be examined and non-conformity notified?", "kind": "temporal", "answer_data": [ "Examination period", "Notice period for non-conformity", "Cut-off long-stop period" ] }, { "id": "del-q-title-boundary", "text": "Where is the passing of property recorded, given that this model and the uniform sales regime exclude it?", "kind": "composition", "answer_data": [ "Applicable national law reference", "Retention of title clause reference", "External model link" ] } ], "data_elements": [ { "id": "de-trade-term-code", "name": "tradeTermCode", "description": "Three-letter delivery term allocating tasks, costs and risk between seller and buyer.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-010" ] }, { "id": "de-trade-term-edition", "name": "tradeTermEdition", "description": "Edition of the trade-term rule set, without which the code is ambiguous.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-010" ] }, { "id": "de-risk-transfer-event", "name": "riskTransferEvent", "description": "Event and location at which risk passes, with its recorded timestamp.", "value_kind": "object", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-010", "SRC-001" ] } ], "artifacts": [ { "id": "art-delivery-and-conformity-evidence", "name": "Delivery and Conformity Evidence", "description": "Transport, handover and inspection documents evidencing delivery, the moment of risk transfer and the conformity of what was delivered.", "media_or_form": [ "despatch advice", "transport document", "inspection report", "structured receipt record" ], "serial": true, "identity_strategy": "Keyed by the issuing system's document number where one exists, otherwise by agreement identifier plus a zero-padded delivery sequence; each record cites the obligation it discharges.", "source_refs": [ "SRC-015", "SRC-010" ] } ], "inline_only_rationale": null }, { "id": "protective-terms", "name": "Warranty, Liability, Confidentiality and Compliance Terms", "description": "Terms that allocate risk and constrain conduct: warranties, liability caps and exclusions, indemnities, confidentiality, intellectual property, data protection and fairness controls.", "source_refs": [ "SRC-002", "SRC-014", "SRC-001" ], "questions": [ { "id": "pro-q-liability-cap", "text": "What ceiling and exclusions limit each party's liability, and which heads of loss are carved out?", "kind": "constraint", "answer_data": [ "Liability cap amount and currency", "Excluded loss types", "Carve-out list", "Source clause references" ] }, { "id": "pro-q-warranty-duration", "text": "What is warranted, for how long, and what is the exclusive remedy for a warranty breach?", "kind": "requirement", "answer_data": [ "Warranty subject", "Warranty period", "Exclusive remedy assertion" ] }, { "id": "pro-q-confidentiality-scope", "text": "What information is confidential, for how long after termination, and which disclosures are permitted?", "kind": "security", "answer_data": [ "Confidential information definition", "Survival period", "Permitted disclosure grounds" ] }, { "id": "pro-q-unfair-term-screen", "text": "Has any term been screened as unilaterally imposed and potentially unfair under applicable controls?", "kind": "validation", "answer_data": [ "Screened clause references", "Screening rule reference", "Screening outcome", "Screening observation time" ] } ], "data_elements": [ { "id": "de-liability-cap", "name": "liabilityCapAmount", "description": "Maximum aggregate liability of a party, with currency and the basis of calculation.", "value_kind": "quantity", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-warranty-period", "name": "warrantyPeriod", "description": "Duration for which a warranty is given, and the event from which it runs.", "value_kind": "duration", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-001" ] }, { "id": "de-unfair-term-screen-result", "name": "unfairTermScreenResult", "description": "Outcome of screening a clause against applicable unfair-term controls.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-014" ] } ], "artifacts": [], "inline_only_rationale": "These are structured readings of clauses already carried by the clause tree artifact. Holding them as separate artifacts would create a normatively significant second copy of contract wording whose divergence from the executed text could not be detected." } ] } ] }, { "id": "obligations-and-performance", "name": "Obligations, Performance and Variance", "description": "What the agreement requires, when it falls due, what actually happened, and how the parties change or end it.", "rationale": "The uniform sales regime and the UNIDROIT Principles both organise the operative life of a contract around obligations, performance, non-performance, excuse and remedy; LegalRuleML supplies the machine-readable deontic form of those duties.", "source_refs": [ "SRC-001", "SRC-002", "SRC-003" ], "layers": [ { "id": "obligation-and-schedule", "name": "Obligations and Schedule", "description": "The duties the agreement creates and the temporal conditions that make them performable or overdue.", "source_refs": [ "SRC-003", "SRC-002", "SRC-012" ], "findings": [ { "id": "obligation-deontic-specification", "name": "Obligation as Deontic Specification", "description": "Each duty expressed with its deontic type, bearer, auxiliary party, source clause and the violation and reparation that follow non-compliance.", "source_refs": [ "SRC-003", "SRC-002", "SRC-001" ], "questions": [ { "id": "obl-q-deontic-type", "text": "Is this norm an obligation, a permission, a prohibition or a right, and who bears it?", "kind": "definition", "answer_data": [ "Deontic type", "Bearer party position", "Auxiliary party position", "Norm identifier" ] }, { "id": "obl-q-source-clause", "text": "Which provision creates this duty, and does any other provision qualify or defeat it?", "kind": "relationship", "answer_data": [ "Source clause identifier", "Qualifying clause identifiers", "Defeasibility relation" ] }, { "id": "obl-q-violation-chain", "text": "What counts as violation of this duty, and what penalty or reparation is chained to it?", "kind": "constraint", "answer_data": [ "Violation condition", "Penalty specification", "Reparation reference", "Suborder sequence" ] }, { "id": "obl-q-obligation-state", "text": "What is the current state of the duty: not yet due, due, performed, waived, or violated?", "kind": "state", "answer_data": [ "Obligation status code", "Status change timestamp", "Evidence reference" ] } ], "data_elements": [ { "id": "de-obligation-id", "name": "obligationId", "description": "Identifier of a single duty derived from the agreement.", "value_kind": "identifier", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-003" ] }, { "id": "de-deontic-type", "name": "deonticType", "description": "Coded deontic operator classifying the norm.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-003" ] }, { "id": "de-bearer-position", "name": "bearerPartyPosition", "description": "Party position legally bound by the norm.", "value_kind": "reference", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-003" ] }, { "id": "de-obligation-status", "name": "obligationStatus", "description": "Current lifecycle state of the duty.", "value_kind": "code", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-obligation-rule-set", "name": "Machine-Readable Obligation Rule Set", "description": "Derived, versioned set of deontic statements with bearers, conditions, violations and reparations, each traced to a source clause identifier.", "media_or_form": [ "rule markup", "structured rule records", "graph serialisation" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded derivation revision; each norm carries its own identifier and a link to the source clause work-level identifier so it survives amendment.", "source_refs": [ "SRC-003", "SRC-004" ] } ], "inline_only_rationale": null }, { "id": "milestone-and-due-condition", "name": "Milestones, Due Conditions and Cure Periods", "description": "The calendar and event conditions that make a duty performable or overdue, together with grace and cure periods.", "source_refs": [ "SRC-002", "SRC-012", "SRC-001" ], "questions": [ { "id": "mil-q-due-trigger", "text": "Is the duty triggered by a fixed date, an elapsed period, or the occurrence of another event?", "kind": "temporal", "answer_data": [ "Due condition type", "Fixed due timestamp", "Trigger event reference", "Offset or period" ] }, { "id": "mil-q-cure-period", "text": "How long is any grace or cure period, and from which notice or event does it run?", "kind": "process", "answer_data": [ "Cure period duration", "Cure period start rule", "Notice reference" ] }, { "id": "mil-q-time-of-essence", "text": "Is timely performance treated as essential, so that delay alone justifies avoidance?", "kind": "requirement", "answer_data": [ "Time-of-the-essence flag", "Source clause reference", "Consequence of delay" ] }, { "id": "mil-q-schedule-dependency", "text": "Which milestones depend on the completion of others, and what happens when an upstream one slips?", "kind": "relationship", "answer_data": [ "Predecessor milestone references", "Dependency type", "Slip propagation rule" ] } ], "data_elements": [ { "id": "de-due-timestamp", "name": "dueTimestamp", "description": "Moment at which a duty becomes due, recorded with seconds and explicit offset.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-012" ] }, { "id": "de-cure-period", "name": "curePeriod", "description": "Additional period allowed to remedy a failure before consequences apply.", "value_kind": "duration", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-001", "SRC-002" ] }, { "id": "de-milestone-acceptance-criteria", "name": "milestoneAcceptanceCriteria", "description": "Criteria a deliverable must satisfy at a milestone for performance to be accepted.", "value_kind": "text", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [], "inline_only_rationale": "Milestones are computed projections over obligations, dates and events. Any published schedule is a projection artifact governed by the interoperability finding; a standalone schedule artifact here would risk becoming an authoritative timetable that diverges from the clauses that generate it." } ] }, { "id": "performance-and-non-performance", "name": "Performance and Non-Performance", "description": "What was rendered and accepted, and what happens when performance fails, is excused or triggers a remedy.", "source_refs": [ "SRC-001", "SRC-002", "SRC-011" ], "findings": [ { "id": "performance-record-and-acceptance", "name": "Performance Record, Measurement and Acceptance", "description": "Evidence that a duty was performed, the measured result against agreed criteria, and the counterparty's acceptance or rejection.", "source_refs": [ "SRC-001", "SRC-002", "SRC-011", "SRC-012" ], "questions": [ { "id": "per-q-performance-evidence", "text": "What evidence shows that a specific obligation was performed, and who produced it?", "kind": "evidence", "answer_data": [ "Performance record identifier", "Discharged obligation reference", "Evidence artifact reference", "Producing actor" ] }, { "id": "per-q-measurement", "text": "Against which agreed metric was performance measured, and what value was observed?", "kind": "measurement", "answer_data": [ "Metric identifier", "Measured value and unit", "Target or threshold", "Measurement method" ] }, { "id": "per-q-acceptance-state", "text": "Did the counterparty accept, reject or accept with reservations, and within what period?", "kind": "state", "answer_data": [ "Acceptance state", "Decision timestamp", "Reservation description", "Deemed-acceptance rule" ] }, { "id": "per-q-event-vs-observation", "text": "When did performance actually occur, and when was it recorded in the system?", "kind": "temporal", "answer_data": [ "Performance event timestamp", "Ingestion or observation timestamp", "Recording actor" ] } ], "data_elements": [ { "id": "de-performance-event-time", "name": "performanceEventTime", "description": "Time at which performance was actually rendered.", "value_kind": "timestamp", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-012", "SRC-001" ] }, { "id": "de-performance-observation-time", "name": "performanceObservationTime", "description": "Time at which the performance fact was observed or ingested into the record.", "value_kind": "timestamp", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-012", "SRC-011" ] }, { "id": "de-acceptance-state", "name": "acceptanceState", "description": "Counterparty's acceptance decision on rendered performance.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-measured-value", "name": "measuredPerformanceValue", "description": "Observed value of an agreed performance metric, with its unit and target.", "value_kind": "quantity", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-acceptance-certificate", "name": "Acceptance Certificate or Performance Evidence Record", "description": "The signed acceptance certificate, service report or equivalent record asserting that a duty was discharged and on what measured basis.", "media_or_form": [ "signed certificate", "structured performance record", "service report", "PDF" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded performance record sequence; carries the discharged obligation identifier and a digest of any attached evidence.", "source_refs": [ "SRC-013", "SRC-011" ] } ], "inline_only_rationale": null }, { "id": "breach-excuse-and-remedy", "name": "Non-Performance, Excuse and Remedy", "description": "Declared failure to perform, its severity, any excuse such as impediment or hardship, and the remedy elected or agreed.", "source_refs": [ "SRC-001", "SRC-002" ], "questions": [ { "id": "brm-q-severity", "text": "Is the non-performance fundamental, so that avoidance is available, or merely a delay or defect?", "kind": "classification", "answer_data": [ "Severity assessment code", "Assessment basis", "Affected obligation references" ] }, { "id": "brm-q-excuse-ground", "text": "Is an excuse asserted on grounds of impediment beyond control or of hardship, and with what evidence?", "kind": "exception", "answer_data": [ "Excuse ground code", "Impediment description", "Notice of impediment reference", "Duration of excuse" ] }, { "id": "brm-q-remedy-elected", "text": "Which remedy has the aggrieved party elected: performance, price reduction, damages, or avoidance?", "kind": "decision", "answer_data": [ "Remedy kind code", "Election timestamp", "Electing party position", "Preconditions satisfied" ] }, { "id": "brm-q-quantification", "text": "How is the claimed loss quantified, and is it capped or liquidated by an agreed term?", "kind": "measurement", "answer_data": [ "Claim amount and currency", "Quantification method", "Applicable cap or liquidated sum", "Mitigation assertion" ] } ], "data_elements": [ { "id": "de-nonperformance-declaration-time", "name": "nonPerformanceDeclarationTime", "description": "Time at which non-performance was formally declared.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-012", "SRC-001" ] }, { "id": "de-excuse-ground", "name": "excuseGround", "description": "Coded ground on which performance is excused or renegotiation is sought.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-001", "SRC-002" ] }, { "id": "de-remedy-kind", "name": "remedyKind", "description": "Coded remedy elected or agreed in response to non-performance.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-001", "SRC-002" ] }, { "id": "de-claim-amount", "name": "claimAmount", "description": "Monetary amount claimed, with currency and quantification basis.", "value_kind": "quantity", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] } ], "artifacts": [ { "id": "art-breach-and-remedy-record", "name": "Breach Declaration and Remedy Record", "description": "The declaration of non-performance, any impediment notice, the remedy election and any settlement of the claim between the parties.", "media_or_form": [ "formal notice", "structured claim record", "settlement memorandum", "PDF" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded claim sequence; linked to the affected obligation identifiers and to the notice artifact that communicated it.", "source_refs": [ "SRC-001", "SRC-013" ] } ], "inline_only_rationale": null }, { "id": "anticipatory-breach-suspension-and-additional-period", "name": "Breach, additional time, cure, suspension and anticipatory breach", "description": "CISG Article 25 defines fundamental breach as detriment that substantially deprives the other party of what it is entitled to expect, unless the result was not foreseeable. Articles 47 and 63 allow a Nachfrist additional period of reasonable length; during it the fixing party may not resort to inconsistent remedies but keeps damages for delay. Articles 71–72 allow suspension for apparent future non-performance of a substantial part, with immediate notice and a duty to continue if adequate assurance is provided, and avoidance for clear future fundamental breach. Article 73 deals with instalments. LegalRuleML Violation, Suborder, Penalty and Reparation model the deontic consequence of breach. A breach declaration is a party event, not a court judgment; adjudication is a sibling process.", "source_refs": [ "SRC-017", "SRC-018" ], "inline_only_rationale": null, "questions": [ { "id": "anticipatory-breach-suspension-and-additional-period-q01", "kind": "classification", "text": "Has a party declared a breach, is it fundamental under CISG Article 25, and was the detriment foreseeable to a reasonable person in the same circumstances?", "answer_data": [ "breach_declaration_id", "fundamental_breach_flag", "foreseeability_finding", "linked_obligation_id" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-q02", "kind": "temporal", "text": "Has an additional period of reasonable length been fixed, what is its end time, and has the non-performing party offered cure that must be allowed to run?", "answer_data": [ "nachfrist_period", "cure_offer", "inconsistent_remedy_bar" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-q03", "kind": "process", "text": "Has performance been suspended for apparent future non-performance or avoided for clear future fundamental breach, was notice given, and was adequate assurance provided?", "answer_data": [ "suspension_notice_time", "anticipatory_flag", "assurance_offered", "avoidance_for_future" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-q04", "kind": "composition", "text": "If the contract is an instalment contract, does the breach justify avoidance of one instalment, of future instalments, or of interdependent past deliveries as well?", "answer_data": [ "instalment_scope", "interdependence_finding" ] } ], "data_elements": [ { "id": "anticipatory-breach-suspension-and-additional-period-data01", "name": "breach_declaration_id", "description": "Identifier of the breach declaration.", "value_kind": "identifier", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data02", "name": "linked_obligation_id", "description": "Obligation said to be breached.", "value_kind": "reference", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-018" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data03", "name": "fundamental_breach_flag", "description": "Whether the breach is fundamental under CISG Article 25.", "value_kind": "boolean", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data04", "name": "foreseeability_finding", "description": "Finding on foreseeability of the detriment.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data05", "name": "nachfrist_period", "description": "Additional period of reasonable length fixed for performance.", "value_kind": "duration", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data06", "name": "cure_offer", "description": "Offer of cure by the non-performing party.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data07", "name": "suspension_notice_time", "description": "Time notice of suspension was given.", "value_kind": "timestamp", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data08", "name": "assurance_offered", "description": "Adequate assurance of performance offered.", "value_kind": "text", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data09", "name": "anticipatory_flag", "description": "Whether the declaration concerns future non-performance.", "value_kind": "boolean", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] }, { "id": "anticipatory-breach-suspension-and-additional-period-data10", "name": "instalment_scope", "description": "Scope of avoidance across instalments.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-017" ] } ], "artifacts": [ { "id": "anticipatory-breach-suspension-and-additional-period-artifact01", "name": "Breach and cure docket", "description": "Declared breaches, Nachfrist notices, cure offers, suspension and assurance exchanges, with event times.", "media_or_form": [ "docket" ], "serial": false, "identity_strategy": "Authoritative master-system identifier first, then any governed IRI, then a Dimension UUID or ULID.", "source_refs": [ "SRC-017", "SRC-018" ] } ] } ] }, { "id": "change-and-closure", "name": "Change, Communication and Closure", "description": "Amendment of the terms, transfer of positions, the formal notices that operate the contract, and the way it ends.", "source_refs": [ "SRC-002", "SRC-008", "SRC-001" ], "findings": [ { "id": "amendment-and-variation", "name": "Amendment and Variation", "description": "Agreed changes to the terms, the formality they require, the clauses they touch and the version they produce.", "source_refs": [ "SRC-002", "SRC-004", "SRC-007" ], "questions": [ { "id": "amd-q-changed-clauses", "text": "Which provisions does the amendment insert, replace or delete, and what new expression results?", "kind": "composition", "answer_data": [ "Affected clause work identifiers", "Change operation per clause", "Resulting expression identifier" ] }, { "id": "amd-q-formality", "text": "What formality does the contract require for a variation to be effective, and was it met?", "kind": "requirement", "answer_data": [ "Required formality code", "No-oral-modification clause reference", "Formality satisfaction evidence" ] }, { "id": "amd-q-effective-time", "text": "From when does the amendment take effect, and does it apply to obligations already due?", "kind": "temporal", "answer_data": [ "Amendment effective timestamp", "Retroactivity scope", "Transitional rule" ] }, { "id": "amd-q-version-continuity", "text": "How does a reader of an old clause reference reach the corresponding provision in the amended text?", "kind": "interoperability", "answer_data": [ "Work identifier mapping", "Superseded expression identifier", "Redirect rule" ] } ], "data_elements": [ { "id": "de-amendment-id", "name": "amendmentId", "description": "Identifier of an executed amendment instrument.", "value_kind": "identifier", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-amendment-effective-time", "name": "amendmentEffectiveTime", "description": "Time from which the amended terms take effect.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-012" ] }, { "id": "de-affected-clause-refs", "name": "affectedClauseRefs", "description": "Work-level identifiers of provisions changed by the amendment.", "value_kind": "collection", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-004" ] } ], "artifacts": [ { "id": "art-executed-amendment-instrument", "name": "Executed Amendment Instrument", "description": "The signed instrument recording an agreed change, with its own execution evidence and the resulting consolidated expression.", "media_or_form": [ "signed document", "structured amendment record", "consolidated text expression" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded amendment sequence that is never reused; the consolidated text is addressed by a new expression IRI whose effective date is a separate field rather than the identifier.", "source_refs": [ "SRC-004", "SRC-007" ] } ], "inline_only_rationale": null }, { "id": "assignment-and-novation", "name": "Assignment, Novation and Change of Control", "description": "Transfer of rights or of a whole position to a successor, the consent it requires, and its effect on the record's continuity.", "source_refs": [ "SRC-002", "SRC-006" ], "questions": [ { "id": "asn-q-transfer-kind", "text": "Is the transfer an assignment of rights, a transfer of obligations, or a novation of the whole position?", "kind": "classification", "answer_data": [ "Transfer kind code", "Transferred rights or duties", "Retained residual liability" ] }, { "id": "asn-q-consent-requirement", "text": "Whose consent was required for the transfer, and what evidences that consent?", "kind": "authority", "answer_data": [ "Consent requirement", "Consenting party positions", "Consent evidence reference" ] }, { "id": "asn-q-change-of-control", "text": "Does a change of control of a party trigger a notification duty or a termination right?", "kind": "event", "answer_data": [ "Change-of-control trigger definition", "Notification duty", "Termination right", "Trigger event timestamp" ] }, { "id": "asn-q-position-continuity", "text": "After transfer, does the party position identifier persist while the occupying entity changes?", "kind": "identity", "answer_data": [ "Party position identifier", "Predecessor entity identifier", "Successor entity identifier", "Transfer effective timestamp" ] } ], "data_elements": [ { "id": "de-transfer-kind", "name": "transferKind", "description": "Coded kind of transfer affecting a party position or its rights.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-successor-entity-ref", "name": "successorEntityRef", "description": "Reference to the legal entity taking over the position, with its governed identifier.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-006" ] }, { "id": "de-transfer-effective-time", "name": "transferEffectiveTime", "description": "Time from which the transfer takes effect between the parties.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-012" ] } ], "artifacts": [], "inline_only_rationale": "Where the transfer is documented, that document is an executed amendment or a separate agreement instance and is already covered by those findings. Recording a duplicate artifact here would create two independent chains of title over the same position." }, { "id": "notice-and-formal-communication", "name": "Notices and Formal Communication", "description": "The formal messages that operate the contract, the channels and addresses they must use, and the rules that deem them received.", "source_refs": [ "SRC-008", "SRC-002", "SRC-007" ], "questions": [ { "id": "not-q-valid-channel", "text": "Which channels and addresses are valid for a formal notice under this contract?", "kind": "requirement", "answer_data": [ "Permitted channel codes", "Designated address per party position", "Address update procedure" ] }, { "id": "not-q-dispatch-receipt", "text": "When was the notice dispatched and when is it deemed received under the agreed or default rule?", "kind": "temporal", "answer_data": [ "Dispatch timestamp", "Actual receipt timestamp", "Deemed receipt timestamp", "Deeming rule applied" ] }, { "id": "not-q-notice-kind", "text": "What kind of notice is this, and which contractual consequence does it start?", "kind": "event", "answer_data": [ "Notice kind code", "Triggered consequence", "Referenced clause or obligation" ] }, { "id": "not-q-delivery-evidence", "text": "What evidence proves delivery of the notice to the designated address?", "kind": "evidence", "answer_data": [ "Delivery evidence reference", "Delivery service type", "Evidence digest" ] } ], "data_elements": [ { "id": "de-notice-kind", "name": "noticeKind", "description": "Coded type of formal notice (breach, cure demand, impediment, termination, renewal, address change).", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-002" ] }, { "id": "de-notice-dispatch-time", "name": "noticeDispatchTime", "description": "Time at which the notice left the sender's control.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-008", "SRC-012" ] }, { "id": "de-notice-deemed-receipt-time", "name": "noticeDeemedReceiptTime", "description": "Time at which the notice is treated as received under the agreed or default rule.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-008" ] } ], "artifacts": [ { "id": "art-notice-delivery-evidence", "name": "Notice and Delivery Evidence", "description": "The notice as sent together with transport or registered-delivery evidence establishing dispatch and receipt.", "media_or_form": [ "letter", "email message", "registered electronic delivery receipt", "structured notice record" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded notice sequence; retains the transport message identifier and a digest of the notice content as sent.", "source_refs": [ "SRC-008", "SRC-007" ] } ], "inline_only_rationale": null }, { "id": "termination-expiry-and-survival", "name": "Termination, Expiry and Survival", "description": "How the agreement ends, on what ground, which provisions survive and what wind-down obligations remain.", "source_refs": [ "SRC-001", "SRC-002", "SRC-013" ], "questions": [ { "id": "trm-q-end-mode", "text": "Did the agreement end by full performance, expiry of term, notice, avoidance for breach, or mutual release?", "kind": "lifecycle", "answer_data": [ "End mode code", "Ground reference", "Triggering notice reference", "End effective timestamp" ] }, { "id": "trm-q-surviving-clauses", "text": "Which provisions survive the end of the agreement, and for how long?", "kind": "constraint", "answer_data": [ "Surviving clause identifiers", "Survival period per clause", "Survival clause reference" ] }, { "id": "trm-q-winddown-duties", "text": "What wind-down duties remain: return or deletion of materials, final accounting, transition assistance?", "kind": "process", "answer_data": [ "Wind-down duty description", "Completion deadline", "Completion evidence reference" ] }, { "id": "trm-q-record-status-after-end", "text": "What status does the record take after termination, and when does it become eligible for disposition?", "kind": "retention", "answer_data": [ "Post-termination record status", "Retention clock start event", "Earliest disposition date" ] } ], "data_elements": [ { "id": "de-end-mode", "name": "agreementEndMode", "description": "Coded manner in which the agreement came to an end.", "value_kind": "code", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-001", "SRC-002" ] }, { "id": "de-end-effective-time", "name": "endEffectiveTime", "description": "Time from which the agreement ceased to be in force.", "value_kind": "timestamp", "cardinality": "0..1", "required": false, "source_refs": [ "SRC-012" ] }, { "id": "de-surviving-clause-refs", "name": "survivingClauseRefs", "description": "Identifiers of provisions that continue in force after the end of the agreement.", "value_kind": "collection", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-004" ] } ], "artifacts": [], "inline_only_rationale": "Termination is effected by a notice, an expiry of term, or an amendment-like release, all of which are already held as artifacts by the notice and amendment findings. The end state itself is a derived status over those events plus the clause tree." } ] } ] }, { "id": "record-governance-and-interoperability", "name": "Record Governance, Evidence and Interoperability", "description": "How the jointly owned record stays trustworthy, who may see what, how long it is kept, and how it is exchanged without leaking terms.", "rationale": "Records management standards make authenticity, reliability, integrity and usability the defining properties of a record and require metadata and disposition control; provenance vocabulary and interchange standards make those properties expressible across systems.", "source_refs": [ "SRC-013", "SRC-011", "SRC-015" ], "layers": [ { "id": "provenance-and-integrity", "name": "Provenance and Integrity", "description": "Attribution of every assertion in the record and cryptographic fixity of the executed text.", "source_refs": [ "SRC-011", "SRC-013", "SRC-007" ], "findings": [ { "id": "provenance-and-audit-trail", "name": "Provenance, Attribution and Text Integrity", "description": "Who or what generated each assertion, from which source it was derived, when, and what digest and signature evidence fixes the executed text against later alteration.", "source_refs": [ "SRC-011", "SRC-013", "SRC-007", "SRC-012" ], "questions": [ { "id": "prv-q-attribution", "text": "Which agent is responsible for each assertion in the record, and on whose behalf did it act?", "kind": "provenance", "answer_data": [ "Responsible agent identifier", "Agent type (person, organization, software)", "Delegation chain", "Generating activity identifier" ] }, { "id": "prv-q-derivation", "text": "From which source document or message was each derived value obtained, and by what method?", "kind": "quality", "answer_data": [ "Source entity reference", "Derivation activity", "Extraction method", "Confidence or review status" ] }, { "id": "prv-q-time-separation", "text": "Are the time the contractual fact occurred and the time it entered the record kept distinct throughout?", "kind": "temporal", "answer_data": [ "Event timestamp", "Generation or ingestion timestamp", "Offset handling rule" ] }, { "id": "prv-q-integrity-verification", "text": "How is the executed text verified as unaltered, and what happens when verification fails?", "kind": "validation", "answer_data": [ "Stored digest and algorithm", "Verification result", "Verification observation time", "Dispute flag procedure" ] } ], "data_elements": [ { "id": "de-generating-agent", "name": "generatingAgent", "description": "Agent responsible for producing an assertion or artifact in the record.", "value_kind": "reference", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-011" ] }, { "id": "de-derived-from-ref", "name": "derivedFromRef", "description": "Reference to the entity from which a recorded value was derived.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-011" ] }, { "id": "de-ingestion-time", "name": "ingestionTime", "description": "Time at which an assertion was generated in or ingested into the record, distinct from the event time it describes.", "value_kind": "timestamp", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-011", "SRC-012" ] }, { "id": "de-record-digest", "name": "recordDigest", "description": "Digest over the canonical bytes of an artifact or expression, with its algorithm identifier.", "value_kind": "text", "cardinality": "1..n", "required": true, "source_refs": [ "SRC-013", "SRC-007" ] } ], "artifacts": [ { "id": "art-provenance-and-audit-log", "name": "Provenance and Audit Log", "description": "Append-only, tamper-evident log of activities, agents, derivations, digests and access events over the agreement record.", "media_or_form": [ "append-only log", "structured event stream", "signed log segments" ], "serial": true, "identity_strategy": "Entries keyed by agreement identifier plus a zero-padded monotonic sequence; each segment chained to the digest of the preceding segment so gaps are detectable.", "source_refs": [ "SRC-011", "SRC-013" ] } ], "inline_only_rationale": null } ] }, { "id": "access-retention-and-exchange", "name": "Access, Retention and Exchange", "description": "Confidentiality of the joint record, its disposition over time, and the projections through which it interoperates.", "source_refs": [ "SRC-013", "SRC-014", "SRC-015" ], "findings": [ { "id": "access-and-disclosure-control", "name": "Access, Disclosure and Redaction", "description": "Who may read which part of the joint record, under what grant and purpose, and how compelled disclosure is handled.", "source_refs": [ "SRC-013", "SRC-014", "SRC-016" ], "questions": [ { "id": "acc-q-grant-scope", "text": "Which grant permits a reader to see a given bundle, layer, finding or artifact, and for what purpose?", "kind": "access", "answer_data": [ "Grant identifier", "Granted scope level", "Purpose code", "Grant expiry timestamp" ] }, { "id": "acc-q-compelled-disclosure", "text": "On what grounds may the record be disclosed to a forum, regulator or auditor without party consent?", "kind": "exception", "answer_data": [ "Disclosure ground", "Legal basis reference", "Notified parties", "Disclosure timestamp" ] }, { "id": "acc-q-redaction-rule", "text": "Which elements must be redacted before disclosure outside the parties, and how is redaction proven complete?", "kind": "privacy", "answer_data": [ "Redaction rule reference", "Redacted element list", "Redaction evidence digest" ] }, { "id": "acc-q-joint-ownership", "text": "Which facts are joint, so that no single party may change or release them unilaterally?", "kind": "ownership", "answer_data": [ "Joint fact list", "Unilateral fact list", "Joint change procedure" ] } ], "data_elements": [ { "id": "de-access-grant-ref", "name": "accessGrantRef", "description": "Reference to the grant authorising a reader's access to a scoped part of the record.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013" ] }, { "id": "de-disclosure-scope", "name": "disclosureScope", "description": "Coded scope of what a given recipient may see.", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013" ] }, { "id": "de-joint-fact-flag", "name": "jointFactFlag", "description": "Marks an element as jointly owned, requiring joint evidence to change.", "value_kind": "boolean", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013" ] } ], "artifacts": [], "inline_only_rationale": "Access grants are governed records owned by the access-grant model and referenced here; the evidence of each access is an entry in the provenance and audit log artifact. A separate artifact would fork authority over grants away from their owning model." }, { "id": "retention-limitation-and-deletion", "name": "Retention, Limitation Periods and Disposition", "description": "How long the record must be kept, what suspends deletion, and how authorised disposition is carried out and evidenced.", "source_refs": [ "SRC-013", "SRC-002", "SRC-014" ], "questions": [ { "id": "ret-q-retention-trigger", "text": "Which event starts the retention clock, and what period applies to each class of element?", "kind": "retention", "answer_data": [ "Retention trigger event", "Retention period per element class", "Retention rule reference" ] }, { "id": "ret-q-limitation-period", "text": "What limitation period governs claims under this agreement, and does it exceed the retention period?", "kind": "temporal", "answer_data": [ "Limitation period", "Governing law basis", "Longest applicable period" ] }, { "id": "ret-q-legal-hold", "text": "Is a legal hold or dispute suspending disposition, who imposed it, and when may it be lifted?", "kind": "state", "answer_data": [ "Hold flag", "Imposing authority", "Hold start timestamp", "Review date" ] }, { "id": "ret-q-erasure-conflict", "text": "How is a personal-data erasure request reconciled with the duty to preserve executed contractual evidence?", "kind": "exception", "answer_data": [ "Erasure request reference", "Reconciliation decision", "Redaction-in-place record", "Preserved digest reference" ] } ], "data_elements": [ { "id": "de-retention-period", "name": "retentionPeriod", "description": "Period for which an element class must be retained after the trigger event.", "value_kind": "duration", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013" ] }, { "id": "de-legal-hold-flag", "name": "legalHoldFlag", "description": "Indicates that disposition is suspended for the element while a hold is in force.", "value_kind": "boolean", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013" ] }, { "id": "de-disposition-time", "name": "dispositionTime", "description": "Time at which authorised disposition was carried out.", "value_kind": "timestamp", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-013", "SRC-012" ] } ], "artifacts": [ { "id": "art-disposition-and-hold-record", "name": "Disposition and Hold Record", "description": "Record of retention rules applied, holds imposed and lifted, and disposition actions carried out with their authorising instrument.", "media_or_form": [ "structured disposition record", "signed authority", "log entry" ], "serial": true, "identity_strategy": "Keyed by agreement identifier plus a zero-padded disposition sequence; cites the disposition authority reference and the digests of anything destroyed or redacted.", "source_refs": [ "SRC-013" ] } ], "inline_only_rationale": null }, { "id": "interoperability-and-projections", "name": "External Alignment and Projections", "description": "Declared alignments to external vocabularies and the reduced views published to non-parties, with what each view omits.", "source_refs": [ "SRC-015", "SRC-003", "SRC-004", "SRC-001" ], "questions": [ { "id": "int-q-alignment-claim", "text": "Which external vocabularies are aligned to this model, and is the claim alignment or tested conformance?", "kind": "interoperability", "answer_data": [ "Aligned standard reference", "Claim level", "Test evidence reference", "Mapping document reference" ] }, { "id": "int-q-projection-content", "text": "What does each published projection expose, and which elements does it deliberately omit?", "kind": "composition", "answer_data": [ "Projection identifier", "Exposed element list", "Omitted element list", "Intended audience" ] }, { "id": "int-q-mapping-conflict", "text": "Where two aligned standards model the same concept differently, which mapping governs and why?", "kind": "constraint", "answer_data": [ "Conflicting concept", "Competing mappings", "Governing choice", "Rationale" ] }, { "id": "int-q-projection-freshness", "text": "How current is a published projection, and at what observation time was it generated?", "kind": "temporal", "answer_data": [ "Projection generation timestamp", "Source record version", "Refresh interval" ] } ], "data_elements": [ { "id": "de-alignment-ref", "name": "alignmentRef", "description": "Reference to an external standard or vocabulary this model is mapped to, with its version.", "value_kind": "reference", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-015", "SRC-003" ] }, { "id": "de-conformance-claim-level", "name": "conformanceClaimLevel", "description": "Declared strength of the relationship to an external standard (aligned, partially conformant, conformant with evidence).", "value_kind": "code", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-015" ] }, { "id": "de-projection-definition", "name": "projectionDefinition", "description": "Definition of a published view, listing exposed and omitted elements and its audience.", "value_kind": "object", "cardinality": "0..n", "required": false, "source_refs": [ "SRC-015" ] } ], "artifacts": [ { "id": "art-projection-and-alignment-map", "name": "Projection and Alignment Map", "description": "Governed document listing each published projection with its exposed and omitted elements, and each external mapping with its claim level and evidence.", "media_or_form": [ "structured mapping table", "machine-readable crosswalk", "specification document" ], "serial": true, "identity_strategy": "Identified by a governed IRI under the model namespace plus a zero-padded revision number; each mapping entry cites the external standard's own versioned identifier.", "source_refs": [ "SRC-015", "SRC-003", "SRC-004" ] } ], "inline_only_rationale": null } ] } ] } ] }, "functions": [ { "id": "register-agreement-record", "name": "Register agreement record", "description": "Create the jointly owned record for a new agreement with its identifier, party positions, classification and legal frame.", "inputs": [ "Party position set with role codes", "Subject-matter class", "Governing law declaration", "Master identifier if one exists" ], "outputs": [ "Agreement record with resolved identifier", "Contract register entry", "Initial provenance entries" ], "preconditions": [ "At least two party positions are declared", "A commercial-scope assertion exists for every position", "Governing law and forum are declared or explicitly marked absent" ], "effects": [ "Agreement identifier is bound and cannot be reassigned", "Record enters the pre-effective state", "Registration event is written to the audit log with event and ingestion time" ], "source_refs": [ "SRC-005", "SRC-006", "SRC-013" ] }, { "id": "verify-party-and-authority", "name": "Verify party identity and signing authority", "description": "Check each named party against the authoritative registry and confirm the signatory's power to bind within its limits.", "inputs": [ "Party name and claimed identifier", "Authority instrument reference", "Transaction value" ], "outputs": [ "Party identity verification record", "Authority assessment with limits applied" ], "preconditions": [ "A party position exists", "An authority basis is asserted" ], "effects": [ "Verification observation time is recorded", "Authority defect raises an exception state instead of blocking silently" ], "source_refs": [ "SRC-006", "SRC-002" ] }, { "id": "record-conclusion-and-execution", "name": "Record conclusion and execution", "description": "Capture the concluding communications or signatures, the effective moment and the signature validation evidence.", "inputs": [ "Formation communication set or signed container", "Signature validation report", "Declared conclusion mode" ], "outputs": [ "Conclusion and execution events", "Signature evidence package", "Effective-date assertion" ], "preconditions": [ "Party identity and authority verification have been attempted and their results recorded", "Any applicable form requirement has been identified" ], "effects": [ "Executed expression digest is fixed and becomes immutable", "Record moves to conditional or effective state depending on outstanding conditions" ], "source_refs": [ "SRC-001", "SRC-008", "SRC-007", "SRC-009" ] }, { "id": "build-clause-tree", "name": "Build addressable clause tree", "description": "Convert the agreed text into a hierarchy of addressable provisions with expression and work identifiers and per-node digests.", "inputs": [ "Agreed text manifestation", "Language and version metadata" ], "outputs": [ "Clause tree expression", "Per-clause digests", "Work-to-expression identifier map" ], "preconditions": [ "The manifestation's digest matches the executed expression digest" ], "effects": [ "Clause references become stable across later amendments", "Any extraction uncertainty is recorded as provenance, not silently normalised" ], "source_refs": [ "SRC-004" ] }, { "id": "derive-obligation-set", "name": "Derive obligation set", "description": "Produce deontic statements with bearers, conditions, violations and reparations traced to source clauses.", "inputs": [ "Clause tree expression", "Party position set", "Clause classification" ], "outputs": [ "Machine-readable obligation rule set", "Traceability links to source clauses" ], "preconditions": [ "Clause tree exists with stable identifiers", "Bearer positions are resolvable" ], "effects": [ "Derived rules are marked as derived, never as the normative text", "A later amendment invalidates and re-derives the affected rules" ], "source_refs": [ "SRC-003", "SRC-002" ] }, { "id": "evaluate-effectiveness", "name": "Evaluate effectiveness and conditions", "description": "Determine whether conditions precedent are satisfied or waived and compute the current validity state.", "inputs": [ "Condition set with statuses", "Approval evidence", "Long-stop dates" ], "outputs": [ "Validity status", "Outstanding condition list", "Effectiveness event" ], "preconditions": [ "Execution has been recorded", "Each condition has an evidence slot" ], "effects": [ "Obligations become enforceable only after the effectiveness event", "Lapse at long-stop date is recorded as an event, not a deletion" ], "source_refs": [ "SRC-002", "SRC-005" ] }, { "id": "monitor-due-obligations", "name": "Monitor due obligations", "description": "Compute which duties are due, overdue or within a cure period from due conditions and recorded events.", "inputs": [ "Obligation rule set", "Due conditions and cure periods", "Recorded performance events", "Current time with offset" ], "outputs": [ "Due and overdue obligation list", "Cure window states" ], "preconditions": [ "Obligations carry due conditions", "All timestamps carry seconds and explicit offsets" ], "effects": [ "Status transitions are emitted as events with event and observation time", "No status is inferred without an evidenced trigger" ], "source_refs": [ "SRC-002", "SRC-012", "SRC-001" ] }, { "id": "record-performance-and-acceptance", "name": "Record performance and acceptance", "description": "Attach evidence that a duty was performed, capture measured results and register the counterparty's acceptance decision.", "inputs": [ "Obligation reference", "Performance evidence", "Measured metric values", "Acceptance decision" ], "outputs": [ "Performance record", "Acceptance certificate or rejection record", "Obligation status transition" ], "preconditions": [ "The obligation exists and is due or performable", "The recording actor is authorised for that party position" ], "effects": [ "Event time and observation time are stored separately", "Deemed acceptance is applied only where an agreed rule exists" ], "source_refs": [ "SRC-001", "SRC-002", "SRC-011" ] }, { "id": "declare-non-performance-and-remedy", "name": "Declare non-performance and elect remedy", "description": "Register a breach declaration, any asserted excuse, the remedy elected and its quantification.", "inputs": [ "Affected obligation references", "Severity assessment", "Excuse evidence", "Remedy election" ], "outputs": [ "Breach declaration and remedy record", "Claim with quantification", "Escalation state update" ], "preconditions": [ "A notice satisfying the contractual notice rules has been issued where required", "Any cure period has expired or is expressly waived" ], "effects": [ "Record enters a disputed state that blocks disposition", "Remedy election is immutable once notified, subject to a superseding agreed settlement" ], "source_refs": [ "SRC-001", "SRC-002" ] }, { "id": "apply-amendment", "name": "Apply executed amendment", "description": "Produce a new expression of the agreed text from an executed amendment while retaining the superseded expression.", "inputs": [ "Executed amendment instrument", "Affected clause identifiers", "Effective time" ], "outputs": [ "New consolidated expression", "Updated clause identifier map", "Re-derived obligation set" ], "preconditions": [ "The required variation formality is satisfied and evidenced", "The amendment is signed at an assurance level no lower than the original execution" ], "effects": [ "Superseded expression is retained and remains addressable", "Obligations affected by changed clauses are invalidated and re-derived" ], "source_refs": [ "SRC-002", "SRC-004", "SRC-007" ] }, { "id": "issue-and-track-notice", "name": "Issue and track formal notice", "description": "Send a contractual notice through a permitted channel to the designated address and record dispatch, receipt and consequences.", "inputs": [ "Notice kind", "Recipient party position and address", "Channel", "Referenced clause or obligation" ], "outputs": [ "Notice and delivery evidence", "Deemed receipt timestamp", "Triggered consequence state" ], "preconditions": [ "The channel and address are permitted by the contract", "The sender is authorised to act for the sending position" ], "effects": [ "Notice periods start running from the deemed receipt time", "Failure of delivery evidence marks the notice as contested rather than valid" ], "source_refs": [ "SRC-008", "SRC-002", "SRC-007" ] }, { "id": "verify-record-integrity", "name": "Verify record integrity", "description": "Re-verify digests, signatures and time stamps over the executed text and dependent artifacts and report divergence.", "inputs": [ "Stored digests and algorithms", "Signature evidence package", "Artifact bytes" ], "outputs": [ "Verification result per artifact", "Divergence report", "Audit log entry" ], "preconditions": [ "A canonicalisation rule is recorded for each artifact class" ], "effects": [ "Failed verification sets a disputed flag and never deletes the artifact", "Verification observation time is recorded separately from the artifact's event time" ], "source_refs": [ "SRC-013", "SRC-007", "SRC-011" ] }, { "id": "emit-projection", "name": "Emit projection to a non-party", "description": "Generate a reduced view exposing only the elements a declared projection permits, with its omission list and generation time.", "inputs": [ "Projection definition", "Recipient and purpose", "Access grant reference" ], "outputs": [ "Projection payload", "Omission list", "Access audit entry" ], "preconditions": [ "A valid, unexpired grant covers the requested scope", "The projection definition is a governed, versioned artifact" ], "effects": [ "Restricted elements are excluded before serialisation, not filtered afterwards", "Every emission is logged with requester, purpose and grant reference" ], "source_refs": [ "SRC-015", "SRC-013" ] }, { "id": "apply-retention-and-disposition", "name": "Apply retention and disposition", "description": "Evaluate retention rules, limitation periods and holds, and carry out authorised disposition or redaction with evidence.", "inputs": [ "Retention rules", "Limitation period for the governing law", "Hold flags", "Disposition authority" ], "outputs": [ "Eligibility assessment", "Disposition and hold record", "Redaction evidence" ], "preconditions": [ "No hold or dispute is in force over the element", "The longest applicable retention or limitation period has expired" ], "effects": [ "Executed text and signature evidence are never hard-deleted while any period runs", "Redaction preserves the digest of the unredacted expression under separate control" ], "source_refs": [ "SRC-013", "SRC-002", "SRC-014" ] }, { "id": "avoid-or-terminate", "name": "Avoid or terminate", "description": "End the agreement by notice of avoidance, agreed termination or expiry, releasing future duties while preserving dispute and winding-up clauses and triggering restitution.", "inputs": [ "ground", "avoidance_notice", "instalment_scope", "restitution_inventory" ], "outputs": [ "termination_record", "surviving_clause_list", "restitution_obligations" ], "preconditions": [ "fundamental breach, Nachfrist failure, agreed termination, or completed performance", "notice given where CISG Article 26 requires it" ], "effects": [ "status becomes avoided or terminated", "open primary obligations are released subject to damages and restitution" ], "source_refs": [ "SRC-017" ] }, { "id": "fix-additional-period-or-demand-assurance", "name": "Declare breach and fix additional time", "description": "Record a breach declaration, classify it as fundamental or not, and optionally fix a Nachfrist period or demand adequate assurance.", "inputs": [ "linked_obligation", "detriment_description", "proposed_nachfrist", "assurance_demand" ], "outputs": [ "breach_declaration", "nachfrist_clock", "suspension_or_anticipatory_event" ], "preconditions": [ "failure to perform or clear future fundamental breach", "notice capable of reaching the other party" ], "effects": [ "inconsistent remedies are barred during a running Nachfrist", "damages for delay remain available" ], "source_refs": [ "SRC-017", "SRC-018" ] }, { "id": "assign-or-novate", "name": "Assign or novate", "description": "Transfer rights or, with required consent, obligations, and notify the remaining obligor without purporting to move in rem title.", "inputs": [ "assigned_rights_or_obligations", "assignee", "consent", "notice" ], "outputs": [ "assignment_or_novation_record", "updated_party_positions" ], "preconditions": [ "contractual assignability or required consent", "notice to obligor where effectiveness against the obligor so requires" ], "effects": [ "party positions or payee identity change on the contractual plane only" ], "source_refs": [ "SRC-002", "SRC-005" ] } ], "composition": [ { "target": "world.organization (O1)", "relation": "REFERENCE", "purpose": "Resolve the legal entity occupying a party position and its governed identifier; entity existence and powers stay in the organization model.", "required": true, "source_refs": [ "SRC-006" ] }, { "target": "world.person (H1)", "relation": "REFERENCE", "purpose": "Resolve natural persons acting as signatories or agents without duplicating personal data in the contract record.", "required": false, "source_refs": [ "SRC-002" ] }, { "target": "world.charter (O4)", "relation": "REFERENCE", "purpose": "Verify signing capacity and delegated powers against the constitutional documents recorded there.", "required": false, "source_refs": [ "SRC-002" ] }, { "target": "world.procurement (O7)", "relation": "COMPOSE", "purpose": "An award concluded in the procurement model composes into a new agreement instance here; the tendering documents remain in the procurement model.", "required": false, "source_refs": [ "SRC-015" ] }, { "target": "world.insurance (C8)", "relation": "EXTEND", "purpose": "An insurance policy is a specialised commercial contract that extends this model with cover, premium and claim structures.", "required": false, "source_refs": [ "SRC-002" ] }, { "target": "world.priceValuation (C7)", "relation": "REFERENCE", "purpose": "Executed prices may serve as price observations under a contribution agreement; the valuation model reads a projection rather than the terms.", "required": false, "source_refs": [ "SRC-001", "SRC-015" ] }, { "target": "world.disputeResolution (A19)", "relation": "REFERENCE", "purpose": "Escalated disputes are heard there; this model holds the clause, the written-form evidence and the escalation state.", "required": false, "source_refs": [ "SRC-016", "SRC-005" ] }, { "target": "world.stewardship (S1) and world.accessGrant (S2)", "relation": "REFERENCE", "purpose": "Joint ownership of the record and grants over scoped parts of it are administered by the stewardship and access-grant models.", "required": true, "source_refs": [ "SRC-013" ] }, { "target": "world.auditTrail (S4)", "relation": "MIX-IN", "purpose": "Adds provenance and audit facets to execution, performance, amendment, notice and access events using a standard agent, activity and entity vocabulary.", "required": true, "source_refs": [ "SRC-011", "SRC-013" ] }, { "target": "OASIS LegalRuleML Core v1.0", "relation": "ALIGN", "purpose": "Align the obligation model to a normative deontic vocabulary for obligations, permissions, prohibitions, violations and reparations.", "required": false, "source_refs": [ "SRC-003" ] }, { "target": "OASIS Akoma Ntoso and its Naming Convention v1.0", "relation": "ALIGN", "purpose": "Align clause addressing and versioned expression IRIs to an established legal-document naming convention.", "required": false, "source_refs": [ "SRC-004" ] }, { "target": "OASIS UBL 2.4 and ISO/IEC 19845", "relation": "ALIGN", "purpose": "Align exchange projections to interoperable business document types for contracting, ordering and delivery without exposing clause text.", "required": false, "source_refs": [ "SRC-015" ] }, { "target": "CISG and UNIDROIT Principles vocabulary", "relation": "ALIGN", "purpose": "Align formation, performance, non-performance, excuse and remedy terminology to the recognised international contract-law instruments.", "required": false, "source_refs": [ "SRC-001", "SRC-002" ] }, { "target": "ICC Incoterms rules", "relation": "ALIGN", "purpose": "Bind the delivery term data element to a governed classifier that requires both a rule code and an edition to be interpretable.", "required": false, "source_refs": [ "SRC-010" ] }, { "target": "Electronic signature and trust service framework", "relation": "REFERENCE", "purpose": "Resolve signature assurance levels, certificates, time-stamp tokens and trusted-list status used as execution evidence.", "required": false, "source_refs": [ "SRC-007", "SRC-009" ] } ], "serviceLayers": { "dimension": { "owner_package_requirements": [ "Declare a jointly owned record package per agreement instance in which each party position holds an equivalent mirror and joint facts change only on jointly evidenced events; unilateral acts such as notices are writable by their sender alone.", "Bind every party position to an authoritative party record and store the identity verification evidence with its observation time before any obligation is derived.", "Declare governing law, dispute forum and the retention jurisdiction before clause content is stored, because these determine mandatory rules, limitation periods and deletion limits.", "Publish an AGENTS.md bootstrap and a versioned projection catalogue listing every view exposed to non-parties and what each view omits." ], "namespace_guidance": "Adopt the namespace world.commercialContract under nav path NAV.SOC.ECO.CTR. Agreement expressions and clauses are named with FRBR-style Work and Expression IRIs and persistent clause identifiers so that references survive amendment; never mint contract IRIs under a single party's namespace, because the record is jointly owned. Derived artifacts such as obligation rule sets live in a clearly separate derived subnamespace so they can never be mistaken for the executed text.", "registry_links": [ "Global LEI Index for party legal entity identifiers under ISO 17442", "ICC Incoterms rule codes with an explicit edition qualifier", "Currency and country code lists referenced by the price, place-of-business and jurisdiction elements", "Trusted lists of qualified trust service providers for signature and time-stamp validation", "UBL document type and business process code lists used by exchange projections" ] }, "canon_and_patch": { "canonicalization_rules": [ "The canonical form is the executed expression: the clause tree with stable identifiers, the party positions, the derived obligation set marked as derived, and a digest over the normative text. PDF, DOCX, HTML, Markdown, JSON, YAML and database rows are manifestations, not the canon.", "Timestamps are canonicalised to RFC 3339 with seconds and an explicit offset; the local offset of execution, dispatch and delivery is preserved rather than normalised to Z, because contractual periods run in a stated locality.", "Monetary values are canonicalised as an amount plus a currency code, never as formatted strings; quantities carry an explicit unit.", "Parties are canonicalised to a position identifier plus a governed entity identifier, never to a display name; trade terms are canonicalised as code plus edition plus named place." ], "patch_rules": [ "A patch that changes normative text is valid only if it carries an executed amendment instrument signed at an assurance level no lower than the original execution.", "Patches are append-only: superseded expressions are retained and remain addressable by their expression IRI; no in-place overwrite of executed content is permitted.", "Editorial or metadata patches must be flagged non-normative and must not change the digest of the executed expression; if the digest would change, the change is an amendment, not a patch.", "Every patch records the actor, the reason, the event time at which the change takes effect and the ingestion time at which it was recorded, as distinct values." ], "compatibility_rules": [ "Adding optional findings, data elements or projections is backward compatible; changing the clause identity scheme, the deontic vocabulary, the party role vocabulary or the identity priority is breaking and requires a major version.", "Relationships to CISG, UNIDROIT, Incoterms, UBL, LegalRuleML and Akoma Ntoso are published as alignments with a declared claim level; a conformance claim requires cited test evidence.", "Consumers must tolerate unknown clause classes, unknown remedy kinds and unknown notice kinds rather than rejecting the record, and must not infer absence of a term from absence of a code." ] }, "artifact_rules": { "identity_priority": [ "Authoritative master-system identifier issued by the system of record for the agreement, such as the contract register number of the register the parties have jointly designated as authoritative, where such an identifier exists and is agreed by all parties", "Governed global identifier or IRI, such as a FRBR-style Akoma Ntoso expression IRI for the executed text or an ISO 17442 legal entity identifier for a party occupying a position", "UUID or ULID minted by the adopting Dimension, recorded together with the minting authority and mint time, used only where neither a master-system nor a governed identifier is available" ], "timestamp_rule": "All time values are RFC 3339 date-times carrying seconds and an explicit numeric offset or Z; the local offset of execution, dispatch, delivery and performance is preserved because contractual periods run in a stated locality. Event time, meaning the moment the contractual fact occurred or took effect, is recorded separately from observation or ingestion time, meaning the moment the record captured it, whenever the two can differ. Where UTC is known but the local offset is not, use -00:00 rather than Z. A date is never used as an identifier.", "serial_naming_rule": "Serial artifacts, namely amendments, notices, performance records, verification records, manifests, dispositions and log segments, are numbered with a zero-padded monotonic sequence scoped to the agreement identifier and the artifact class, for example agreement-id/amendment/0003. Sequence numbers are never reused, never renumbered on amendment and never encode a date; any effective date is carried as a separate field.", "integrity_rule": "Every executed or issued artifact carries a digest over its canonical bytes with a named algorithm, the signature or seal evidence relied on at execution, and an attributable time stamp. The digest of the executed expression is immutable for the life of the record. Verification failure sets a disputed flag, notifies all party positions and is written to the audit log; it never causes deletion or silent replacement of the artifact." }, "policies": [ "Joint record policy: the agreement record is jointly owned by the party positions; joint facts change only on jointly evidenced events, while unilateral acts are attributable to their sender and remain contestable by the counterparty.", "Alignment-not-conformance policy: relationships to external standards are recorded as alignments with an explicit claim level; a conformance claim without cited test evidence is a defect.", "Derived-content policy: obligation rule sets, schedules, scorecards and summaries are marked as derived and carry provenance back to source clauses; they never acquire normative status over the executed text.", "Minimisation policy: any view issued to a non-party exposes only what its versioned projection definition permits and publishes the list of what it omits.", "Preservation policy: retention rules are suspended by a dispute or legal hold; personal data inside executed evidence is redacted in place with preserved digests rather than destroyed while any limitation period runs.", "Party-mirror policy: each party holds the full agreement record; joint facts change only by joint events or jointly authorized amendments.", "Form-and-signature policy: writing and signature requirements follow the applicable instrument (CISG Articles 11–13 and 96, UCC § 2-201, MLEC/MLES) and any insisted particular form under UNIDROIT Article 2.1.13.", "Disclosure-minimisation policy: existence and performance standing may be disclosed to consented credit or rating consumers; clause text and prices are omitted from public summaries.", "No-unilateral-delete policy: the joint record is not deleted by a single party's CRUD delete; retention, legal hold and limitation clocks govern archive and redaction." ], "crud": { "read": [ "Every party position may read the complete joint record, including clause text, obligations and performance history.", "Non-parties read only through a declared projection, and the projection definition is itself a governed, versioned artifact.", "Reads of restricted findings such as price terms, liability caps and personal data are logged with requester identity, purpose and grant reference." ], "create": [ "Creating an agreement record requires at least two party positions, a subject-matter class, a governing-law declaration and a recorded conclusion or execution event with evidence.", "Clause, obligation, milestone, performance, notice and amendment records may be created only under an existing agreement identifier.", "Creation resolves the identifier through the identity priority; a Dimension-minted surrogate is permitted only with recorded minting authority and mint time." ], "update": [ "Changes to normative content require an executed amendment artifact; the prior expression is retained and stays addressable.", "Operational changes such as performance, notices, status transitions and disclosures are recorded as append-only events, never as in-place edits.", "Metadata corrections are recorded as non-normative patches carrying actor, reason, event time and ingestion time, and must not alter the executed expression digest." ], "delete": [ "Hard deletion of executed text, signature evidence, notices or performance evidence is prohibited while any limitation period, statutory retention duty or legal hold applies.", "Personal data within executed evidence may be redacted in place, with a redaction record preserving the digest of the unredacted expression under separate control.", "Disposition after retention expiry follows an approved disposition authority and is itself recorded as an event with its authorising instrument." ] }, "roles": [ { "name": "Party record steward", "responsibilities": [ "Maintain one party's mirror of the joint record and keep it reconciled with the counterparty's mirror", "Escalate divergence between mirrors as a dispute rather than resolving it unilaterally" ] }, { "name": "Authorised representative", "responsibilities": [ "Execute, amend, assign or terminate on behalf of a party within recorded authority limits", "Ensure the authority instrument relied on is current and evidenced at the time of signing" ] }, { "name": "Contract text custodian", "responsibilities": [ "Maintain the clause tree, expression versions, document manifest and precedence order", "Preserve superseded expressions and the identifier map that links them" ] }, { "name": "Performance recorder and verifier", "responsibilities": [ "Record performance events, measured values and acceptance decisions with event and observation times", "Attach evidence and flag deemed acceptance only where an agreed rule exists" ] }, { "name": "Access and disclosure administrator", "responsibilities": [ "Issue, scope and expire grants over bundles, layers, findings and artifacts", "Apply redaction rules and log every disclosure with purpose and legal basis" ] }, { "name": "Records and retention officer", "responsibilities": [ "Apply retention rules, limitation periods and legal holds and block disposition while any is in force", "Execute and evidence authorised disposition or redaction" ] } ], "access": { "default_rule": "Deny by default to anyone who is not a party position. Each party position has full read of the joint record, write on its own unilateral acts, and no unilateral write on joint facts, which require joint evidence.", "scopes": [ "bundle", "layer", "finding", "artifact" ], "exceptions": [ "Adjudication access: a court or arbitral tribunal obtains the record once a dispute is escalated under the agreed forum clause", "Regulatory or tax authority access on a stated legal basis, with the parties notified unless notification is prohibited", "Auditor, financier or prospective assignee due diligence under a time-limited grant, normally on a redacted projection", "Statutory disclosure duties, including unfair-term and data-sharing controls, that override a confidentiality clause", "Emergency continuity access by a designated custodian where a party's system is unavailable, logged and reviewed afterwards", "Adjudication access after a dispute is escalated to the contractual forum", "Consented counterparty-status disclosure of existence and coarse performance standing to credit or rating consumers", "Public-summary projection of existence, parties and subject-matter class where a transparency register is agreed or required", "Mandatory regulatory disclosure that is an overriding mandatory rule of the forum" ], "audit_requirements": [ "Log every read of a restricted finding or artifact with requester, purpose, grant reference and timestamp carrying an explicit offset", "Log grant issuance, scope, expiry and revocation as first-class events", "Keep the audit log append-only and tamper-evident, with each segment chained to the digest of its predecessor", "Retain audit entries at least as long as the record element they describe, and never dispose of them earlier", "Log execution, amendment, performance acceptance, breach declaration, avoidance, assignment and every access exception with actor, artifact, event time and ingestion time in RFC 3339 with seconds and an explicit offset or Z", "Preserve content hashes of each expression so that later projections can be verified", "Record who opened adjudication access and under which dispute-clause identifier" ] }, "agents_bootstrap": { "filename": "AGENTS.md", "required_fields": [ "Name", "Type", "Specification URL", "Storage type URL", "Interface URL", "Processes URL", "Governing Law and Forum Declaration URL", "Projection Catalogue URL" ], "read_order": [ "Read AGENTS.md first to learn the model name, entry kind and the four resolution URLs", "Follow the Specification URL to load the bundle, layer, finding and question structure and the identity and timestamp rules", "Follow the Storage type URL to learn the concrete projection in use, whether documents, rows, graph nodes or files, and its canonicalisation rules", "Follow the Interface URL to learn the read, create, update and delete operations available and their scopes", "Follow the Processes URL for formation, performance, amendment, notice, dispute and disposition procedures", "Read the Projection Catalogue URL before emitting anything to a non-party, and the Governing Law and Forum Declaration URL before asserting any legal consequence" ] } }, "coverage": { "claim": "Base claude structure, plus two grok findings, covers agreement identity and legal frame, party positions and authority, formation and execution, agreed text and commercial terms, the obligation/performance/variance lifecycle, and record governance for business-to-business commercial agreements as grounded in the cited instruments. Coverage is asserted only for the sourced instruments and the profiles actually tested; it is not a universal or complete account of commercial contracting, national validity law, or any sector profile, and no conformance to any cited standard is claimed without test evidence.", "confidence": "medium", "checklist": [ { "dimension": "identity", "status": "covered", "notes": "Agreement identity, instance boundary and expression addressing are a dedicated finding; party identity uses a governed global identifier; the identity priority places the authoritative master-system identifier first and excludes dates as identifiers." }, { "dimension": "lifecycle", "status": "covered", "notes": "Formation, execution, conditional effectiveness, due and performed obligations, breach, remedy, amendment, transfer, termination and post-termination survival each have findings, following the CISG and UNIDROIT division of the contractual life." }, { "dimension": "relationships", "status": "covered", "notes": "Party positions to entities, obligations to source clauses, milestones to obligations, performance to obligations, remedies to breaches and constituent documents to precedence ranks are all modelled; sibling model links are declared as composition." }, { "dimension": "temporal", "status": "covered", "notes": "RFC 3339 with seconds and explicit offset is mandated; conclusion, dispatch, deemed receipt, execution, effectiveness, due, cure, performance, amendment, termination and disposition times are distinct, with event time separated from observation time." }, { "dimension": "provenance", "status": "covered", "notes": "A dedicated finding applies an agent, activity and derivation vocabulary to every assertion, and derived artifacts such as obligation rule sets carry traceability to source clause identifiers." }, { "dimension": "ownership", "status": "covered", "notes": "Joint ownership by the party positions is a policy and a question; joint facts versus unilateral acts are distinguished, and stewardship and access-grant models are referenced rather than duplicated." }, { "dimension": "validation", "status": "covered", "notes": "Definiteness of the offer, form requirements, authority verification, signature validation, integrity verification and unfair-term screening are separate validation questions with recorded outcomes and observation times." }, { "dimension": "access", "status": "covered", "notes": "Deny-by-default for non-parties, four grant scopes, projection-based disclosure, redaction rules and five enumerated exceptions including adjudication and regulatory access." }, { "dimension": "retention and deletion", "status": "covered", "notes": "Retention triggers, limitation periods, legal holds, the erasure-versus-preservation conflict, redaction in place with preserved digests and evidenced disposition are all modelled." }, { "dimension": "interoperability", "status": "covered", "notes": "Alignments are declared with claim levels and mapping conflicts recorded; projections to non-parties are governed artifacts with published omission lists; the model is expressed independently of any storage format." }, { "dimension": "classification", "status": "covered", "notes": "Subject-matter class, uniform-regime applicability, clause class, party role, notice kind, remedy kind and trade term are all coded against named schemes with versions." }, { "dimension": "authority", "status": "covered", "notes": "Signing authority basis, limits, verification and the consequences of excess are a dedicated finding, with consent authority for transfers handled separately." }, { "dimension": "measurement", "status": "covered", "notes": "Performance metrics with values, units and thresholds, and quantification of claimed loss against caps or liquidated sums, are explicit questions." }, { "dimension": "spatial", "status": "covered", "notes": "Place of business, named place for the trade term, place of risk transfer, arbitral seat and the offset of the place of execution are captured; geospatial geometry is not required for this model." }, { "dimension": "security", "status": "covered", "notes": "Signature assurance, digest fixity, tamper-evident chained audit segments and confidentiality scope are modelled; cryptographic key management is delegated to the trust-service domain." }, { "dimension": "exception", "status": "covered", "notes": "Authority excess, validity defects, excuse for impediment and hardship, compelled disclosure and erasure conflicts are each modelled as explicit exception paths rather than error states." } ], "known_omissions": [ "Consumer and employment contracts are excluded, so unfair-term regimes specific to consumers are not modelled.", "Statutory late-payment interest defaults were not grounded in a verified primary source in this pass; the model carries an interest-basis element but no jurisdictional default table.", "Sector-specific master agreement lifecycles, such as derivatives event models, are treated as EXTEND candidates and are not detailed.", "Tax determination, customs classification and transfer pricing are out of scope even though they depend on the trade term and price elements.", "Escrow, retention of title and security interests are referenced only at their boundary with property transfer, which the uniform sales regime excludes.", "Smart-contract execution semantics on distributed ledgers are referenced through the data-sharing essential-requirements source but not modelled as an execution substrate.", "Automated clause extraction quality metrics are represented only as a provenance confidence field, with no scoring scheme specified.", "Multi-tier supply chain flow-down of terms to subcontracts is acknowledged in the third-party finding but not modelled as a propagation mechanism.", "National validity doctrines (mistake, fraud, duress, unconscionability, illegality, consideration in common law) lack a uniform primary schema because CISG Article 4 excludes validity.", "UCC Article 2 battle of forms (§ 2-207), adequate assurance (§ 2-609) and remedy catalogue were not fetched as live primary text beyond § 2-201; they are regional competitors to CISG, not canonical nodes.", "UNIDROIT hardship, set-off, plurality of obligors, assignment chapters and limitation Chapter 10 are aligned from the 2016 instrument as a whole; individual articles beyond formation Chapter 2 were not re-fetched in this run.", "The 1974 Limitation Convention (as amended 1980) is a related sales time-bar treaty and is not modelled as a first-class bundle.", "Industry standard forms (ISDA Master, FIDIC, GAFTA, BIMCO) and clickwrap or platform terms of service are profiles, not core findings.", "Smart-contract bytecode, oracles and on-chain settlement have only UNIDROIT automated-contracting comment support and remain an evidence gap.", "Supervening sanctions, export controls and COVID-era hardship practice are public-law or factual overlays without a dedicated primary contract schema here.", "eIDAS qualified-signature levels and UETA state enactments were not fetched; MLES is the cross-border alignment used instead.", "PECL and the Draft Common Frame of Reference were not fetched live and are not treated as canonical.", "Data-processing addenda, ESG clauses and modern slavery warranties are emerging clause classes without a governing primary standard in the source set." ], "conflicts": [ "The uniform sales regime frees contracts of writing and proof requirements, while the New York Convention requires an arbitration agreement in writing: a contract may be validly formed orally yet carry an unenforceable arbitration clause. The model therefore records the writing evidence for the forum clause separately from the formation evidence.", "Statutory and contractual retention duties conflict with personal-data erasure rights. The model resolves this by redaction in place with preserved digests, which is a defensible reconciliation rather than a settled legal rule.", "Expression-level clause identifiers change when a provision is renumbered by amendment, while work-level identifiers persist. Consumers that key on expression identifiers will break across amendments; the model requires both to be stored.", "Hardship and renegotiation exist in the UNIDROIT Principles but have no counterpart in the uniform sales regime, so excuse semantics differ by governing law; the excuse ground code must be interpreted against the declared governing law.", "Trade terms allocate cost and risk but not property, and the uniform sales regime expressly excludes the passing of property, so title must be sourced from national law outside this model.", "Regional qualified-signature presumptions are not globally comparable with technology-neutral reliability tests, so a single signature assurance level cannot be treated as universally probative.", "CISG Article 11 (no writing required) conflicts with UCC § 2-201 (signed writing for $500+) and with CISG Articles 12 and 96 reservations that restore a writing rule the parties cannot derogate from.", "CISG Article 16 makes offers generally revocable until acceptance is dispatched, with reliance and stated irrevocability exceptions; many civil-law systems treat a fixed-time offer as irrevocable. UNIDROIT Article 2.1.4 comment records this as historically irreconcilable and selects CISG's main rule.", "CISG Article 19 material-alteration list is more rigid than UNIDROIT Article 2.1.11 comment, which makes materiality contextual; UCC § 2-207 (unfetched beyond awareness) is a third battle-of-forms regime.", "CISG Article 28 lets a court refuse specific performance according to its own law; civil-law systems more readily order performance.", "CISG Article 79 impediment is not UNIDROIT hardship; treating force majeure certificates as automatic exemption would be a false conformance claim.", "HCCH Article 3 choice of non-State rules of law is commonly allowed in arbitration and often disallowed in State courts unless forum law says otherwise.", "Agreed penalties may be unenforceable as penalties in some common-law systems while liquidated damages and civil-law contractual penalties are treated differently; LegalRuleML Penalty is a deontic link, not a guarantee of enforceability.", "Akoma Ntoso is designed primarily for parliamentary, legislative and judicial documents; using it for private commercial contracts is an alignment of document mechanics, not a claim that Akoma Ntoso normatively governs private agreements." ], "regional_assumptions": [ "Electronic signature and trust-service assurance levels and the essential requirements for data-sharing smart contracts are drawn from European Union instruments and are regional alignments, not universal rules.", "The Hague choice-of-law principles are non-binding soft law whose adoption varies by jurisdiction; the express-or-tacit choice model may not match a given forum's conflict rules.", "The uniform sales regime applies only where the parties' places of business are in contracting states or conflict rules lead there, and it may be excluded by agreement, so its applicability is recorded as a declaration rather than assumed.", "Common-law consideration and privity doctrines and civil-law cause requirements differ from the restatement-style formation model used here; formation validity must be re-tested under the declared governing law.", "Limitation periods, notice-deeming rules and permitted electronic execution formalities vary by jurisdiction and are treated as configuration rather than as model constants.", "International sales between CISG Contracting States default to CISG unless excluded; purely domestic US goods sales more often meet UCC Article 2, including the § 2-201 writing rule.", "Rome I Regulation choice-of-law mechanics in the EU were not fetched; HCCH Principles are used as the cross-border alignment and expressly sit alongside Rome I as a non-binding guide.", "Article 96 writing reservations (for example historically relevant for some CISG Contracting States) must be checked per party place of business rather than assumed absent.", "Islamic finance, OHADA uniform acts and PRC Contract/Civil Code particularities are not included and would be regional extensions.", "Places of business, not nationality, determine CISG internationality (CISG Articles 1(3) and 10).", "The default operating picture is a B2B commercial agreement, including but not limited to international sales, rather than a consumer, employment or purely domestic consumer-protection regime.", "Party-mirror joint ownership is the stewardship default: each party holds a full record and joint facts change only by joint events.", "Where CISG and a domestic writing statute both claim to apply, the model records both rules and the Article 96 reservation state rather than silently preferring one.", "Event time and observation or ingestion time are stored separately whenever a notice, acceptance or breach declaration is transmitted rather than contemporaneously logged.", "Alignment to a standard is not a conformance claim for any particular agreement instance." ], "adversarial_checks": [ "Tested against oral and conduct-formed contracts: identity must not be derived from a document digest, since no executed document may exist. Agreement identity is therefore separated from expression identity and from execution evidence.", "Tested against framework agreements with call-offs: the instance boundary question asks whether obligations arise directly or only on call-off, which prevents a single record silently conflating a master agreement with each purchase under it.", "Tested against the battle of forms: the governing text may be a composite of two competing form sets, so incorporation and precedence are modelled independently of the signed instrument rather than assumed from it.", "Rejected the framing of a contract as an organization, upholding the registry validation flag: party positions reference organization records, and no organizational attributes are carried here.", "Rejected a standalone signature bundle: signature is evidence supporting execution and has no independent decision surface, so it is a finding within formation rather than a top-level concern.", "Rejected modelling dispute proceedings, awards and enforcement inline: no cited primary source supports duplicating adjudication process in the contract record, so only the clause, the writing evidence and the escalation state remain in scope.", "Rejected owning executed prices as price observations: the valuation model reads a projection, which prevents a confidentiality leak becoming a structural dependency.", "Tested whether milestones deserve artifacts: any published schedule can diverge from the clauses that generate it, so schedules are declared derived projections rather than authoritative artifacts.", "The registry validation flag that a contract is not an organization is honoured: party positions bind actors; the agreement is a joint record, not an O1 entity.", "CISG was not generalised to services, consumer sales, validity or property; those exclusions are modelled as out-of-scope or sibling boundaries.", "UNIDROIT PICC were not treated as automatically binding; they apply when chosen, used to interpret or supplement, or selected as HCCH Article 3 rules of law.", "Choice of court and arbitration clauses are stored as terms and then handed to the dispute-resolution sibling; HCCH Principles' exclusion of those agreements from choice-of-law scope is respected.", "A date is never used as an identifier; execution date is a temporal attribute beside master-system id, IRI and UUID or ULID.", "Electronic signature reliability is aligned to MLES rather than inventing a vendor-specific PKI as the semantic model.", "Public-summary and credit-standing projections were checked so they cannot leak clause text, prices or personal signatory data by default." ] }, "researchAdjudication": { "boundaryDecision": { "entry_kind": "aggregate", "status": "accepted", "rationale": "Both providers independently reached entry_kind=aggregate and both explicitly uphold the registry validation flag that a contract is not an organization. The boundary is the jointly owned multi-party agreement record composed of party positions, clause structure, deontic obligations and lifecycle events, with the legal entities, the procurement award process, adjudication proceedings, proprietary/title effects, insolvency and settlement execution held as neighbouring models. Claude's six sourced boundary notes and grok's CISG/HCCH sphere-of-application notes agree on every exclusion, so the boundary is settled before any node is accepted." }, "decisions": [ { "concept": "Base provider selection", "disposition": "claude as base", "rationale": "Claude has six sourced boundary notes naming concrete neighbour models, an explicit inline_only_rationale for every finding that mints no artifact, a sixteen-dimension coverage checklist with no self-declared gap, and separate findings for provenance, access, retention and interoperability. Grok is stronger on CISG article-level depth but declares a validation gap and lumps notices, dispute clauses, joint record, access and retention into one composite finding, which is the less clear boundary." }, { "concept": "Interpretation, usages and subsequent conduct", "disposition": "accepted from grok", "rationale": "A genuine hole in the base: the agreed text can be addressed and ranked but not construed. CISG Articles 7-9 give it primary-source grounding and it duplicates nothing already present." }, { "concept": "Anticipatory breach, suspension, adequate assurance, Nachfrist", "disposition": "accepted from grok", "rationale": "The base jumps from breach declaration to remedy election with no additional-period, suspension or assurance path. CISG Articles 47, 63, 71-73 support four distinct states the base cannot currently represent." }, { "concept": "Writing requirement, statute of frauds and Article 96 reservations", "disposition": "rejected as duplicative; deferred as question-level enrichment", "rationale": "The base finding execution-signature-and-form already owns the form-requirement decision surface. Adding grok's finding would create a second execution node overlapping on signature method. The CISG Article 11 versus UCC 2-201 versus Article 12/96 tension is recorded as a publication hold and deferred research item instead of new structure." }, { "concept": "Remedy catalogue detail (mitigation, substitute-transaction measure, Article 28 forum filter, restitution)", "disposition": "rejected as duplicative", "rationale": "Base breach-excuse-and-remedy already carries remedy election and quantification against caps or liquidated sums, and termination-expiry-and-survival carries wind-down and final accounting. Grok's additions are measurement refinements inside an existing surface, not a missing surface." }, { "concept": "Composite notices/dispute-clause/joint-record/access/retention finding", "disposition": "rejected in favour of base decomposition", "rationale": "The base already separates notice-and-formal-communication, dispute-forum-and-enforceability, access-and-disclosure-control, retention-limitation-and-deletion and provenance-and-audit-trail. Importing a composite would blur four distinct governance decision surfaces the base keeps apart." }, { "concept": "Assignment, guarantees and third-party rights as one node", "disposition": "rejected as duplicative", "rationale": "The base splits this correctly into third-party-positions (agents, guarantors, beneficiaries, subcontracting) and assignment-and-novation (transfer kind, consent, change of control, position continuity). Grok's single node would double-own both." }, { "concept": "Clause isomorphism and standard-versus-negotiated flag", "disposition": "rejected as duplicative", "rationale": "Base cla-q-machine-rule-link covers the rule-to-provision assertion and oac-q-standard-terms covers incorporation of competing form sets. Many-to-many isomorphism is a refinement of an existing question, not a new finding." }, { "concept": "Delivery, conformity, examination and seller cure", "disposition": "rejected as duplicative", "rationale": "Base delivery-and-risk-transfer holds conformity and examination periods, performance-record-and-acceptance holds acceptance and rejection states, and milestone-and-due-condition holds cure periods. Grok's node restates all three." }, { "concept": "Risk passing, impediment and hardship", "disposition": "rejected as duplicative", "rationale": "Base del-q-risk-transfer covers the passing of risk and brm-q-excuse-ground covers impediment and hardship with evidence. CISG Article 80 self-caused failure is a worthwhile question-level addition but does not justify a parallel finding." }, { "concept": "Statutory default duties not created by a clause (CISG Articles 30, 53, 31, 55, 57-59)", "disposition": "deferred", "rationale": "Base obl-q-source-clause presumes a provision creates each duty, so gap-filled statutory duties currently have no source. This is a real modelling question about whether an obligation's source may be a legal norm rather than a clause, and it needs its own resolution rather than an imported node." }, { "concept": "Artifact discipline via inline_only_rationale", "disposition": "retained from base", "rationale": "The base refuses to mint artifacts for derived readings of clause text (payment terms, protective terms, milestones, termination state) to prevent a second normatively significant copy of the executed wording. This discipline is preserved and grok's flatter artifact set is not merged." }, { "concept": "Incoterms trade terms and risk-transfer point", "disposition": "retained from base", "rationale": "Grok has no trade-term source at all; the base grounds delivery, cost allocation and the named place in ICC Incoterms 2020, which is required for any goods-sale profile." }, { "concept": "eIDAS and Data Act sourced elements", "disposition": "retained but labelled regional", "rationale": "Signature assurance levels, trust-service concepts and unfair-term controls in the base come from EU instruments. They stay, marked as regional alignment rather than universal rule, consistent with grok's use of the UNCITRAL model laws as the cross-border baseline." }, { "concept": "National validity doctrines (mistake, fraud, duress, illegality)", "disposition": "out of scope; screening retained", "rationale": "CISG Article 4 excludes validity and both providers place it in a sibling or overlay. The base keeps only the assertion surface in effectiveness-conditions-and-validity, which is the correct minimum without importing grok's declared validation gap." } ], "publicationHolds": [ "Source verification hold: none of the 16 base URLs or the 5 grok-only URLs were re-fetched in this adjudication. Every accepted source must be resolved live and version-pinned before publication, with particular attention to the two different LegalRuleML OS URLs, Akoma Ntoso naming-convention v1.0 versus core v1.0 Part 1, UBL 2.4 Committee Specification status, Incoterms 2020, and eIDAS 'as amended by the European Digital Identity framework'.", "Multi-profile validation hold: the merged structure must be exercised against at least three domain profiles before publication - an international CISG sale of goods, a domestic US goods sale where UCC Article 2 and the section 2-201 writing rule apply, and a services or framework-plus-call-off agreement where no goods and no executed single instrument exist.", "Writing-rule hold: CISG Article 11 (no writing required), CISG Articles 12 and 96 reservations, and UCC section 2-201 must be carried as co-recorded competing rules with the reservation state per party place of business. Do not publish a single resolved writing rule.", "Regional-labelling hold: eIDAS signature assurance levels and the Data Act unfair-term and smart-contract essential-requirement material are EU-regional and must be published as regional alignments, not universal rules, alongside the technology-neutral UNCITRAL reliability test.", "No-conformance hold: alignments to UBL, LegalRuleML, Akoma Ntoso, PROV-O and RFC 3339 are declared alignments only. Publication must state the claim level and must not assert tested conformance for any instance without test evidence." ], "deferredResearch": [ "Fetch UCC Article 2 primary text beyond section 2-201 - specifically 2-207 battle of forms, 2-609 adequate assurance, and the 2-706/2-708/2-712/2-713 damages measures - to test whether the accepted anticipatory-breach finding holds under a second, non-CISG regime.", "Resolve whether an obligation's source may be a legal norm rather than a clause, so that gap-filled statutory duties (CISG Articles 30, 53, 31, 55, 57-59) can be instantiated without a fabricated provision reference.", "Ground statutory late-payment interest defaults in a verified primary source, or publish the interest-basis element explicitly as configuration with no jurisdictional default table.", "Assess the 1974 UN Limitation Convention as amended in 1980 as a distinct time-bar instrument against the base retention and limitation-period questions.", "Evaluate sector standard forms (ISDA Master, FIDIC, GAFTA, BIMCO) and insurance policies as EXTEND profiles, and confirm the base carries the extension points those profiles would need.", "Compare eIDAS qualified-signature presumptions, UETA/ESIGN state enactments and the UNCITRAL Model Law on Electronic Signatures reliability test to determine whether a single cross-regional signature assurance scale is defensible.", "Decide whether set-off, plurality of obligors and transfer of obligations (UNIDROIT Chapters 8, 9, 11) belong in the accepted transfer surface or in a sibling model, since neither provider currently owns set-off.", "Specify the smart-contract execution substrate boundary: whether self-executing performance is evidence of performance only, or requires its own recorded execution state." ] }, "statistics": { "sources": 21, "bundles": 6, "layers": 13, "findings": 30, "questions": 115, "artifacts": 19, "functions": 17 } }