Contracts Ontology Contracts.rdf Copyright (c) 2013-2014 EDM Council, Inc. Copyright (c) 2013-2014 Object Management Group, Inc. The http://www.omg.org/spec/EDMC-FIBO/FND/20130801/Agreements/Contracts.rdf version of the ontology was was modified per the issue resolutions identified in the FIBO FND 1.0 FTF report and in http://www.omg.org/spec/EDMC-FIBO/FND/1.0/AboutFND-1.0/. The http://www.omg.org/spec/FIBO/Foundations/20130601/Agreements/Contracts.owl version of the ontology was revised in advance of the September 2013 New Brunswick, NJ meeting, as follows: (1) to use slash style URI/IRIss (also called 303 URIs, vs. hash style) as required to support server side processing (2) to use version-independent IRIs for all definitions internally as opposed to version-specific IRIs (3) to change the file suffix from .owl to .rdf to increase usability in RDF tools (4) to use 4-level abbreviations and corresponding namespace prefixes for all FIBO ontologies, reflecting a family/specification/module/ontology structure (5) to incorporate changes to the specification metadata to support documentation at the family, specification, module, and ontology level, similar to the abbreviations. This ontology defines concepts relating to contracts, for use in other FIBO ontology elements. These include written contracts which are the concrete evidence of agreements between parties, along with verbal contracts. Contracts are further broken down into bilateral and transferable contracts, the latter being the basis for most financial instruments. Properties of contracts are also defined, in particular contractual terms and contract parties. These concepts all form the basis of concepts in the financial services industry, for example interest payment terms are a kind of contract terms set, and security holders are a kind of contract counterparty. fibo-fnd-agr-ctr http://www.omg.org/spec/EDMC-FIBO/AboutTheEDMC-FIBOFamily/ http://www.omg.org/spec/EDMC-FIBO/FND/20130801/Agreements/Contracts.rdf http://www.omg.org/spec/EDMC-FIBO/FND/AboutFND/ http://www.omg.org/spec/EDMC-FIBO/FND/Agreements/AboutAgreements/ http://www.omg.org/spec/EDMC-FIBO/FND/Agreements/Agreements/ http://www.omg.org/spec/EDMC-FIBO/FND/Law/Jurisdiction/ http://www.omg.org/spec/EDMC-FIBO/FND/Law/LegalCore/ http://www.omg.org/spec/EDMC-FIBO/FND/Parties/Parties/ http://www.omg.org/spec/EDMC-FIBO/FND/Relations/Relations/ http://www.omg.org/spec/EDMC-FIBO/FND/Utilities/AnnotationVocabulary/ http://www.omg.org/spec/EDMC-FIBO/FND/Utilities/BusinessFacingTypes/ http://www.omg.org/spec/FIBO/Foundations/20130601/Agreements/Contracts.owl http://www.omg.org/spec/ODM/ http://www.omg.org/techprocess/ab/SpecificationMetadata/MITLicense http://www.w3.org/standards/techs/owl#w3c_all defines terms for added to support requirements in Business Entities, 2013-05-22 the contract sets out the terms for the something has contract party has a party which is a signatory to the contract and to which is granted certain rights and obligations as defined in the contract and which concedes certain rights to and imposes certain obligations upon the other party as defined in the contract. has counterparty identifies a counterparty to a contract has effective date the date a contract, relationship, or policy comes into force has governing jurisdiction As modeled, this relationship combines two slightly different senses in which a Jurisdiction may be named in some Contract: the jurisdiction under whose laws the contract is deemed to be in force, and the jurisdiction under which the parties agree to submit in the event of any dispute resolution. Scope Note: One thing to tease out is whether "Dispute Resolution" and other forms of "Governing Law" are one and the same thing or not. Dispute Resolution is uncontroversial, the question is whether there are other implications to Governing Law or if it's the same thing. For instance I may undertake to behave as though I were responsible to a particular authority i.e. a particular set of statutes. In a written contract this is generally identified, for example, as Governing Law, namely the jurisdiction in which any disputes arising from the contract are to be resolved. the jurisdiction governing the contract, as agreed by all parties has non-binding terms refers to terms that are included in the contract but are not considered binding. In other words, a breach of such terms in the future would not be considered to be a breach of the contract. has principal identifies the main or principal party to a contract has terms These are generally grouped for convenience as definitions, such as debt repayment terms, and may or may not equate to a formal clause, section, paragraph or other textual construct of the contract. identifies the written terms which define and describe the commitments, rights and obligations of the parties to the contract and set out commonly agreed definitions, calculations and the like, and which form part of the contract has third party identifies a party which is not signatory to the party but has some role in the overall context defined by the contract. is evidence for the contract document provides formal documentary evidence for and sets out the details of some written contract is evidenced by the written contract has some formal written document, whether in physical or electronic form, which evidences and formalizes the terms and conditions of that contract supersedes the or any earlier contract which this contract supersedes is assignable An assignment (Latin cessio) is a term used with similar meanings in the law of contracts and in the law of real estate. In both instances, it encompasses the transfer of rights held by one party, the assignor, to another party, the assignee. The details of the assignment determines some additional rights and liabilities (or duties). Typically a third-party is involved in a contract with the assignor, and the contract is in effect transferred to the assignee. Concept and notes originate from SMER - OTC Derivatives This is believed to be the basis on which transferable contracts such as financial securities and software licences may be bought and sold on some market, and also the basis on which a bilateral contract such as an over the counter derivative may be novated so that a new party becomes one of the parties. There are subtle distinctions between these three concepts which are not yet represented here. indicates whether the contract and the rights thereunder may be assigned by one of the signatories to some other party conditions precedent Conditions precedent on some obligation. These are conditions which would alter the Obligation as it is otherwise stated. Introduced for ISDA Master Agreement. It is likely that the Conditions Precedent defined for OTC Derivatives Master Agreements are actually applicable more widely. However, they are defined within the ISDA terms for now. Modeling note / review question: Modeled as a kind of Terms Set, combining terms and conditions. Should consider whether terms and conditions are distinct (Condition would then be a separate archetype). contract 1 1 2 http://www.businessdictionary.com/definition/contract.html Contracts are usually written but may be spoken or implied, and generally have to do with employment, sale or lease, or tenancy. a voluntary, deliberate, and legally binding agreement between two or more competent parties contract counterparty The parent concept of ContractParty is the one to use when no participant in the contract is identified as being the principal; where one entity is identified as being the principal to a contract, then the other party or parties to the contract are to be identified as counterparties. Note that the alternative usage of the word 'counterparty', being a given person's opposite number in some contract, is not the concept intended here, and those two concepts are disjoint. Where no party is identified as the principal to a contract, both or all parties are simply identified as being parties to the contract. That is, the concept 'counterparty' as defined here is specifically in opposition to 'principal'; other usages of the word counterparty exist. in the event that a contract identifies either party to that contract as being the principal, this is the other party to that contract contract document Written here does not necessarily mean a paper document but includes situations in which the contract is expressed electronically, whether as an electronic representation of a formal document such as in PDF form or as an electronic message, provided in the latter case that the message is expressly given formal contractual standing, for example as indicated in a separate covering agreement between the parties. a written document, whether physical or electronic, which sets out the formal terms and conditions of some written contract contract originator The party which originates the transferable contract and acts as the Principal in that contract regardless of the owner or counterparty. contract party a party to the contract, that is a contractually capable person or organization which is a signatory to the contract, and which grants or concedes certain rights and obligations as defined in the contract contract principal http://www.businessdictionary.com/definition/principal.html In law, the principal is the party that has the primary responsibility in a liability or obligation, as opposed to an endorser, guarantor, or surety. the party identified as being the principal or first party to a contract, in the event that the contract distinguishes any party as the principal contract terms set http://www.businessdictionary.com/definition/conditions-of-contract.html http://www.businessdictionary.com/definition/terms-and-conditions.html The concept "contract terms set" does not exist in any dictionary I could find, however "terms and conditions" does, and could be used for this purpose. Can we change this to TermsAndConditions? If TermsAndConditions have parts, I would suggest creating a class called TermOrCondition, which would then provide the range for hasPart, and which could be specialized for various kinds of clauses, as appropriate.(efk) These include general conditions which are common to all types of contracts, such as general and special arrangements, provisions, requirements, rules, specifications, and standards that form an integral part of an agreement or contract, as well as special conditions which are peculiar to a specific contract (such as, contract change conditions, payment conditions, price variation clauses, penalties). the terms and conditions that set the rights and obligations of the contracting parties when a contract is awarded or entered into contract third party http://www.businessdictionary.com/definition/third-party.html Someone who may be indirectly involved but is not a principal party to an arrangement, contract, deal, lawsuit, or transaction. The concept "contract third party" does not exist in any dictionary I could find, however "third-party" does, and could be used for this purpose. Can we change this to ThirdParty? (efk) contractual definition The concept "contractual definition" does not exist in any dictionary I could find. Can we change this to ContractTermOrDefinition? (efk) The definition of something in some contract or other legal instrument. These are agreed definitions which are then referred to in terms in contracts or other legal instruments. contractual element Anything which relates to contracts. The concept "contractual element" does not exist in any dictionary I could find. Can we change this to ContractElement? (efk) mutual contractual agreement 2 A contract between two or more specific named parties. The rights and obligations pertaining to either party cannot be transferred to another party without prior written permission or a change to the contract itself. bilateral contract non-binding terms set Terms which do not have binding legal standing on the Issuer or Holder. promissory note http://www.businessdictionary.com/definition/promissory-note.html Promissory notes (such as bank or currency notes) are negotiable instruments. Unlike a contract, a Promissory Note does not need to be signed by both parties. It is essentiually a promise from one party to the holder, of some good or benefit. Promissory notes would generally by fully fungible. These are modeled as a kind of contract but are essentially a kind of unilateral contract between the issuer and the holder, and some authorities might not see this as a contract at all. Cash is a kind of promissory note, with the issuer being a central bank. a promissory note is a written, signed, unconditional, and unsecured promise by one party (the maker or promisor) to another (the payee or promisee) that commits the maker to pay a specified sum on demand, or on a fixed or a determinable date transferable contract 1 1 Note that the ability to transfer ownership of one side of a contract, and the concept of assignability, are distinct. In one case the contract may be freely traded; in the other case, some legal transfer of rights to a third party takes place, without a change in who are the signatories of a (typically bilateral) contract. a contract in which the rights and obligations of one party (the holder) may be transferred to another party, which thereby takes on the same rights and obligations with respect to the other party to the contract www.edmcouncil.org transferable contract holder The party which holds a transferable contract and enjoys the benefits defined in that contract while they hold it. This party may transfer the contract to another party without reference to the issuer, for example by selling it in some marketplace. unilateral contract In a unilateral, or one-sided, contract, one party, known as the offeror, makes a promise in exchange for an act (or abstention from acting) by another party, known as the offeree. If the offeree acts on the offeror's promise, the offeror is legally obligated to fulfill the contract, but an offeree cannot be forced to act (or not act), because no return promise has been made to the offeror. After an offeree has performed, only one enforceable promise exists, that of the offeror. A unilateral contract differs from a Bilateral Contract, in which the parties exchange mutual promises. Bilateral contracts are commonly used in business transactions; a sale of goods is a type of bilateral contract. a contract in which only one party makes an express promise, or undertakes a performance without first securing a reciprocal agreement from the other party http://legal-dictionary.thefreedictionary.com/Unilateral+contract verbal contract A contract which exists as a result of some verbal exchange. written contract A formal Contract which is written and signed by the parties thereto.