The Purpose Read contracts automatically to create Active Structure Provide knowledge management Use Active Structure to analyse difficult situations Reduce the tediousness, boredom and guesswork Improve the visibility of the knowledge in a Contracts-Driven Enterprise

The Details The guts of a system for reading contracts gets fairly complicated - the next few slides show some of the difficulties in reading contracts and similar documents. The first thing to do is get the definitions right....

Defining Terms in Contracts or Legislation 5 Definitions In this Act: account includes: (a) a loan account (for example, a credit card account); and (b) an account of money held in the form of units in: (i) a cash management trust; or (ii) a trust of a kind prescribed by the AML/CTF Rules. account provider: if an account is with a person, the person is the account provider for the account. acquiring: in determining whether something is a designated service, acquiring includes anything that, under the regulations, is taken to be acquiring for the purposes of this definition. ADI (short for authorised deposit-taking institution) means: (a) a body corporate that is an ADI for the purposes of the Banking Act 1959; or (b) the Reserve Bank of Australia; or (c) a person who carries on State banking within the meaning of paragraph 51(xiii) of the Constitution. AFP member (short for Australian Federal Police member) means a member or special member of the Australian Federal Police. allowing a transaction: in determining whether a person has allowed a transaction, it is immaterial whether the person was obliged to allow the transaction. AML/CTF Rules (short for Anti-Money Laundering/Counter-Terrorism Financing Rules) means the rules made under section 191. Note the forward reference to AML/CTF, as the definitions are in alphabetical order, the use of the same term to define a term - “allow a transaction”

Here is the original text as displayed in Scio’s Contract Manager. It is a Swing Space clause taken from an office lease provided by one of Scio’s clients. After clicking Import, the system automatically deeply analyzes the text, utilizing grammatical and semantic knowledge bases, as well as external lexical resources, and generates persistent active structures that fully represent the text’s meaning in the business sense. After the lease is imported, clicking Abstract will generate a Lease Abstract in the form and format used by Commercial Real Estate Management Services companies – please see next slide.

This is the Abstract generated for the Swing Space clause. It is also generated as a separate file. In this presentation we will go over some of the active structures generated for the clause. Trying to illustrate multi dimensional logical space on a limited two dimensional monitor, we will show only some of the main structures that were created.

Here is the grammatical structure created for the first sentence, as shown in the Grammar Display tool. On the left, we can see the contextual hierarchy under which the structures are created. The hierarchy is used both for references from other parts of the contract and for providing context for new terms defined in the text. The base of the tree are the tokens, on top of which the system builds a multi level tree with increasing level of abstraction entities.

Here is an overview of the tree – the previous slide showed its lower left part.

Here is a closer look. Throughout processing, and in the resulting structure, grammar is combined with semantics – the same word can be a noun, or a verb, but also an object, an active agent, an action, etc. In this example, we can see how the first 2 tokens, although part of the tree, are also linked semantically. The structure represents the ditransitive sense of “leases” in a RELATION3 operator (representing actions or states), with Landlord as subject, portion as object, Tenant as second object.

Here is the main structure created for the first sentence (Blue text indicates a reference to structures). A ditransitive relation meaning “Landlord leases portion to Tenant”. Portion is contained in Office Building, its Location attribute is the Location of the 24 th floor (meaning it is located in the 24 th floor), its area attribute is 8000 square feet, and it has Suite 2400 as a name attribute. In general, pin1 of a relation controls its validity. The “leases” relation is controlled by the validity of the sentence. The objects linked to ANDPARSE operators are original tokens.

What Can It Do? The system can read no faster than an attentive human reader, but once captured, the structure can be queried or used to analyse situations. When you have thousands of interacting contracts, and the work is tedious and boring, automation can be of considerable benefit. The reading process can find errors, missing definitions - very useful for long-lived contracts, when everyone who created them has gone away, and a problem comes up.