A cornerstone of civil law Essay

Chapter 1

Introduction

A corner rock of civil jurisprudence is denoted by the Latin expression “Pactasuntservanda” , intending that “agreements must be kept” [ 1 ] . This rule refers to responsibility of undertaking parties to carry through the duties as stipulated by established contracts. While this rule is of major importance for society, in a concern to concern environment, contracts are critical. Contracts form the very foundations upon companies build their relationship with each other. Without a contract, no relationship will be formed, no minutess will be closed, no gross will be generated and, therefore, no net income will be made. Naturally, the latter is of paramount importance for companies. Therefore, a concern primary procedure will ever affect the acquisition, executing and successful expiration of established contracts [ 2 ] . In this context, a contract is a lawfully enforceable understanding, supplying companies an indispensable tool for concern exchanges [ 3, 4 ] . Companies frequently engage relationships with several, if non legion, different providers and clients. The procedure of holding a contract, i.e. catching, is a multidisciplinary attempt, frequently necessitating proficient, legal and commercial cognition. Contracts are frequently agreed on assorted degrees within companies by several different company members. This would take the figure of contracts within a company to turn well. Consequentially, agreed contracts would go spread throughout a company, taking to coordination jobs. This development has led to the outgrowth of the field of contract direction. In general, contract direction can be defined as the procedure of centrally hive awaying, managing and recovering all lawfully enforceable understandings ( contracts ) and associated paperss within a company [ 2, 5, 6 ] . In order to back up contract direction, contract direction systems have been developed. Contract direction systems allow for a structural, verifiable methodological analysis for pull offing contracts within a company [ 2 ] . Besides, contract direction systems provide possibilities for machine-controlled direction of the contract enactment [ 6, 7 ] i.e. guarantee that “pacta sunt servanda” . Therefore, a contract direction system can be regarded as portion of the strategic IT architecture of a company [ 7 ] . This procedure, besides known as e-contracting, can add important value to the unity a company ‘s informational engineering [ 7 ] . Electronic catching can be used to better bing concern relationship and enable new signifiers of contractual relationships [ 8 ] . Electronic undertaking provides faster and cheaper contract constitution and offers new chances to the concern spouses [ 9 ] ,

Although the usage of contract direction systems is going widespread and companies are get downing to harvest the benefits of e-contracting, some restrictions of contract direction systems are going apparent. Existing contract direction systems, with their ability to supervise contracts separately, do non turn to the support of contract relationships and contract dependences. These contract relationships and contract dependences are of major importance for the catching procedure. In general, the undertaking procedure can be regarded as the full procedure with all attach toing stages and activities both parties undergo in order to set up a contract. Simply put, the catching procedure are the procedures within the organisations of the merchandising and purchasing side that leads to a contract [ 2 ] . Companies, frequently, prosecute relationships with many different companies. These relationships, besides, occur on different organisational degrees. This would ensue in legion concurrent catching procedures, in which some catching procedures might be related to each other. Contract relationships can, hence, influence the ( overall ) undertaking procedure well. In some instance, some contract dealingss are dependent on each other. These contract dependences refer more distinctively to impression that undertaking procedure are dependent to other contract processes [ 3, 6, 7, 10 ] . Contract dependences are, hence, a subset of a more wide contract relationship. Assorted stages in and between the catching processes might be dependent on each other, therefore, these stages are related to each other. These contract relationships and contract dependences cause variableness in the catching procedure and do it hard to foretell the assorted results of the catching procedure. Consequently, the presence of variableness in undertaking procedures shackles further attempts to automatize the procedure of undertaking [ 6 ] . Single contract procedures have already well been automated. Current contract direction systems offer possibilities to track the advancement of a individual contract through the assorted catching stages and let for managerial coverage about undertaking position [ 11, 12 ] . This improves the efficiency and effectivity of the undertaking procedure in a company. However, this attack is entirely intra-organizational in nature. Business-to-business ( B2B ) catching, due to the nature of catching, consists of a aggregation of intra- and cross-organizational activities [ 13 ] . In order to pull off contracts comprehensively, contract dependences should besides be incorporated in contract direction systems. Existing contract direction systems, still, do non back up contract relationships and dependences.

This thesis proposal concentrates on sketching the contract relationships and contract dependences present in the catching procedure. It will be an attempt to place, in every bit much item possible, the different contract dependences that might happen in the catching procedure. This is done by a qualitative enquiry in order to chalk out the array of contract dependences that could attest in the catching procedure. Further research will be done to look into possibilities how to pattern and formalise these contract dependences. This research would be portion of a broader research field of electronic trading and, in peculiar, e-contracting. The impression of contract dependences forms a cognition blank in the field of e?contracting. This research could be of usage for a extroverted model of electronic catching in the dynamic service outsourcing context [ 14 ] . Further, the result of this research would be of involvement for package companies supplying solutions for contract direction and could perchance enable them to integrate contract dependences in their package. In order to accomplish this, this «thesis» proposal is structured as follows: First, the job scene is given to border the research job within the field of e-contracting. Second, the research inquiry and the research stairss are given. This will be accompanied by a clip tabular array for the survey every bit good. Finally, a preliminary tabular array of contents is given.

1.1 Statement of the Problem

Modern concern operations are going more intensive and more interrelated [ 15 ] . The usage of e-contracting, to cover with these new kineticss, encouragements concern relationships, therefore, the constitution of contracts. In this context the effects of contract dependences on the catching procedure are going important. Lack of understanding about how contracts are related to each other will do it hard to hold a complete overview the catching procedure. This will besides do the contract processes hard to foretell and to command. Existing commercial systems address lone mechanization of individual contract and their lifecycle and make non take the bing contract relationships and their subsequent impact on the catching procedure into history [ 16 ] . The contract dependences and their effects on the catching procedure are, still, chartless district. Until late current research, concentrating on mechanization of contract direction, ignored the complex relationships that exist among the contracts [ 16 ] .

Research on contract dependences will back up the apprehension of undertaking procedure in general, supply possibilities to pattern these procedures and, finally, back up the development for a ( extremely ) automated e-contracting system [ 17 ] . Such an information system will be used for machine-controlled direction of to the full ( or extremely ) automated e-contract constitution and passage. E-contracting systems, presents, run multiple, at the same time undertaking procedures. These demands for e-contracting systems demand specific attending in the design of an e-contracting system [ 3 ] . Therefore, placing contract dependences is of major importance in the design stage of an e-contracting system. Subsequent execution of a paradigm, that addresses contract relationships and contract dependences, will take to improved efficiency and effectivity of the undertaking relationships of a company. Contract dependences will, hence, be the focal point of this thesis. Departure from theory will be done from the Framework for Management of Multiple Contracts ( FMMC ; working paper [ 16 ] ) . This model distinguishes multiple degrees and types of contract dependences that may be suited as a mention point. For illustration, concern and legal dependences, procedure and informations contract dependences are the listed dependences in the model. Further differentiation is made with regard to the abstraction degree of contract dependences i.e. , on a strategic or operational degree of concerns. The FMMC is as a theoretical model, where research in this thesis, will be embedded in.

1.2 Research inquiries

In this subdivision, the research inquiry and subsequent research design will be discussed. This research inquiry will be related to the contract dependences as was described in the old subdivision. The end of this thesis is seeking to place the dependences among undertaking procedures. In order to accomplish this, the chief research inquiry of this thesis is:

“What are the possible contract dependences between different undertaking procedures? ”

This is a descriptive research inquiry intended to place all possible contract dependences on the catching processes. It serves as an geographic expedition to sketch the array of contract dependences. It will farther function as a get downing point to look into the effects of contract dependences on the catching procedure. This consequence to the undermentioned research inquiry:

“What effects can happen from contract dependences? ”

This, excessively, is a descriptive research inquiry intended to place all possible effects of contract dependences on the catching processes. This research inquiry may be farther specified by looking into the undermentioned effects:

“What are the effects of contract dependences on undertaking procedures? ”

These effects were identified in the Framework for direction of multiple contracts ( FMMC ) [ 16 ] . They will function as a first list of effects that will be looked upon when look intoing the effects of contract dependences. Due to the explanatory nature of this research inquiry, these types of effects may be capable to alter.

1.3 Purpose and Significance of Research

The intent of this survey is to show an overview of possible contract dependences that can originate in the concern to concern undertaking procedure. The unit of analysis is, hence, the contract dependence as such. Emphasis in this survey, will be placed on what these contract dependences really entail and their effects on the catching procedure. This will be done by a qualitative enquiry in order to place all possible contract dependences that could attest in the catching procedure. This survey would lend to the field of e-business and e-contracting in peculiar and supply a richer apprehension of undertaking procedures since it would be concentrating on a of import facet of the field e-contracting. The of import research involvements and consideration in the field of e-contracting are [ 18 ] :

• How are e-contracts specified?
• How e-contracts manage and co-ordinate activities performed by different parties?
• How e-contracts are conceptually modeled?
• How events of an e-contract are monitored?
• How are workflows deployed for an e-contract?
• Association with human existences, who have to do critical determinations during the e-contract passage.
• External events, which play a major push on the executing of e-contract. Exceptions ( i.e. , divergences from clauses/conditions ) raised during contract procedures.
• Sequence of the activities taking topographic point, that is, engagement of several activities to be carried out either consecutive or in parallel.
• Subcontracts. A contract may hold many sub-contracts, each of which is governed by the parent contract.
• Composite contract, that is, several independent contracts facilitate a contract.
• Intra- and inter-organization work flows that support the activities of an e-contract, together with the execution of the underlying e-contract architecture theoretical account.
• Managing of paperss

Clearly, the research in this thesis will be related to indicate 5, and to points 8-11. Further, it will back up the development of a alleged ?-contracting paradigm. The ?- ( direction ) undertaking paradigm strives for automatically associating the contract establishment procedure with the contract direction procedure [ 7 ] . This paradigm leads to cut down hazard for companies, and higher net incomes for undertaking dealingss Therefore, the research in this thesis can be advantageous for the development of these sort of e-contracting paradigms and the filed of e-contracting in general.

1.4 Limit of the research country

1.5 Research design

In order to turn to the research inquiry, a methodological analysis will be described to reply the research inquiry. The types of research inquiry, chiefly descriptive, reflect that this survey will be largely theoretical. More specifically, the survey will be qualitative in nature with a strong explanatory character. Since contract dependences are at this comparatively severely understood, the result of the survey should be aimed at structuring and deriving apprehension of the construct of contract dependences. The usage of qualitative research is desirable to bring out and understand a certain phenomena [ 20, 21 ] . Therefore, in this survey a qualitative attack will be used. In order to turn to the research inquiry the following undertaking stairss will be made ( based on [ 20 ] ) :

• A literature hunt sing the subjects ; e-businesses, undertaking, e-contracting, undertaking procedures and contract dependences. This would ensue in theoretical thoughts and guidelines needed for farther amplification on contract dependences and possibilities for patterning them. Further, the intent of the literature reappraisal will back up the undermentioned [ 21 ] :
• farther frame the job context ;
• place relevant construct, methods ;
• farther place the survey within the field of e-contracting.
• Extensive analysis of the research job: probe of the specific features of contract dependences and their effects on the catching procedure.
• Formulation of all contract dependences, effects, effects and their common relationships.

Chapter 2

Theoretical Background

This chapter gives the background of the research presented in this paper. The end of this chapter is to supply an debut to the of import constructs in the field of e-contracting necessary for turn toing the research inquiry. In order to develop this apprehension, this chapter is organized as follows: First, the cardinal construct of electronic catching will be discussed. Second, an overview will be given of the field of undertaking an how it relates to the concern processes. Third, the outgrowths of electronic direction systems will be discussed and their relation to the concern procedure. Finally, a comprehensive overview will be given of the research country.

2.1 Electronic catching

Since the beginning of clip, people use contracts for stipulating understandings with counterparties for the exchange of values. Contracts can be considered as a societal concepts that specify the implicit in understanding between parties. Furthermore, contracts ensures that the parties adhere to the arranged understanding and provides ( touchable ) grounds for the being of the understanding in instance of any differences. Contracts are used for stipulating the rights and duties of the catching parties [ 13 ] . Therefore, contracts form the very foundations upon companies build their relationship with each other. Without a contract, no relationship will be formed, no minutess will be closed, no gross will be generated and, therefore, no net income will be made. Naturally, the latter is of paramount importance for companies. For that ground, a concern primary procedure will ever affect the acquisition, executing and successful expiration of established contracts [ 2 ] . In this context, a contract is a lawfully enforceable understanding, supplying companies an indispensable tool for concern exchanges [ 3, 4 ] .

The coming of information engineering has given the ability to companies for doing the procedure of undertaking more easy and less dearly-won. Furthermore, information engineering allow for the constitution of contracts at lower costs, in a shorter clip and without geographical limitations [ 22 ] . This development has lead to the outgrowth of the field of electronic catching. Electronic catching uses information engineerings to better the efficiency and effectivity of paper catching and to broaden the chances of the catching parties [ 22 ] . An e-contract in this thesis will be considered as a contractual understanding, represented as digital information and signed with digital signatures of the catching parties [ 23 ] . This e-contract will be modelled, specified, executed and enacted by a package system – such as a work flow system [ 19 ] . In the simplest sense, electronic contracts can be considered as digitized traditional concern contracts. However, in an epoch with turning mutualities between companies in which each are connected through informational systems, the usage of traditional paper contracts will go an inefficient and uneffective instrument for contract direction. On the other manus, electronic catching can besides mention the high degree of mechanization of the contract constitution, contract direction, and passage procedures for undertaking parties. In order to do differentiate between these types of electronic catching, the field of electronic catching can be distinguished in severally “shallow e-contracting” and “deep e-contracting” [ 24 ] . The former refers to merely digitising traditional concern contracts, while the latter refers to a high degree of mechanization of the contract procedure. In this thesis, the focal point will be on “deep e-contracting” , since for the execution of deep e-contracting, many concern, technological, and legal challenges have to be addressed [ 24 ] . More specifically, for the execution of deep e-contracting, new undertaking paradigms have to be established [ 25 ] . The research in this thesis on contract dependences should supply aid in the development of these new catching paradigms necessary for deep e-contracting.

As start point for the analysis of electronic contracts, the 4w – model will be used [ 22 ] . This model is based on the Zachman Framework which provides a formal and extremely structured method for analysing an endeavor. Since undertaking occurs between endeavors, the 4w – model helps formalising the electronic contract and its environment. The model will, hence, be a suited tool for the structured analysis of contract dependences in e-contracting systems. The elements of the 4w – model are depicted in figure [ x ] . The cardinal constructs of the 4w – model are the Who, Where, What, and HoW groups. The Who concepts theoretical accounts the histrions that participate in the catching proces. The Where construct theoretical accounts the undertaking context. The What construct theoretical accounts the exchanged values of the catching procedure. And eventually, the HoW construct relates to the agencies for the catching procedure. Cleary, from this model can be seen that it provides a suited get downing point to look into the exploratory research inquiry – i.e. placing contract dependences. The four constituents of the 4w – model are all related to the contract which has been specified in this subdivision. The following subdivisions of this chapter will discourse the other groups of the 4w – model in order to derive a better apprehension of the e-contracting field in more item.

2.2 Electronic catching content

In the old subdivision has been determined that four major constructs are related to the electronic contract. Next, the content of a electronic contract will be discussed. The contract content is frequently the chief topic in the dialogue procedure when set uping a contract. This contract capable can be considered the nucleus constituent of the contract [ 26 ] . It is, in consequence, the kernel why undertaking parties engage in a relationships. The contract content relates to the understanding and conditions stipulated in the contract. Besides, it normally relates to the object of the service or merchandise which will be procured. Therefore, the treatment of the catching content is deemed necessary for understanding demands for electronic undertaking systems [ 8 ] . For this paper, some penetration in the content of a contract might supply for some relevant factors that could be of import for the catching procedure and undertaking dependences.

The contract content is comprised of all the textual understanding which are stipulated in the contract papers. Its intent is to be used as a written cogent evidence of the expressed will of the catching parties [ 26 ] . The contract content, particularly in a b2b context, is normally unstructured and free about the signifier. The catching content, clearly, refers to the What construct in the 4W- model [ 8 ] . As mentioned before, the contract content relates to the factual understanding of the service or merchandise where undertaking parties have agreed upon as to any other understandings and conditions. The contract content will normally be comprised of the undermentioned elements [ 27 ] :

• Definition ofvarious footings in the contract, in order to make a common commissariats contractual vocabulary.
• Prescription of certain behavior for the parties, under certain fortunes or during peculiar periods for the continuance of the contract.
• Specification of processs that are needed to be followed by the parties when certain provinces of personal businesss occur such as the start and expiration of the contract.
• Specification of expression that are used to cipher values for assorted parametric quantities, such as the monetary value of goods etc.
• Specification of conditions, under which other commissariats apply.
• The content of a contract is besides related to the contract topic in the contract. This contract topic can besides be referred as the exchanged values of the contract. These types are [ 26 ] :
• Service contract: the topic of the contract is one or more services.
• Merchandise contract: the topic of the contract is one or more merchandises.
• Hybrid contract: the topic of the contract is a combination of a merchandise and a service.
• In add-on, the contract construction is besides relevant for the contract content. The contract construction refers to the design of the contracts. Some common methods for structuring contracts are [ 26 ] :
• Standard Contract Clauses ( SCC ) : These contracts are built of many different clauses which can be reused without alterations for multiple contract instantiations.
• Contract Templates ( CT ) : These are predefined contracts that can be used as a footing for the new contract case.
• Standard Form Contracts ( SFC ) : SFC are contracts that do non alter for every new contract instantiation.

The above listed features in contracts show that B2B contracts can be established in many ways. Contracting parties are normally free in taking the method and construction of the established contracts. As the field of electronic catching grows, the contract content become more complex [ 7 ] . Therefore, an apprehension of the contract content and its importance for the catching procedure is of import. Since contract content could impact the catching result and the catching procedure. The undertaking procedure will be discussed in the following subdivision.

2.3 Electronic catching procedure

The impression of undertaking – holding on the rights and duties of undertaking parties – implies that there is some procedure involved before undertaking parties come to an understanding. This procedure will normally imply dialogue over webs where interested parties agree upon classs of action, deal for advantages, and seek to craft results which might function their common involvements [ 23 ] . This could besides be referred as e-negotiation. This dialogue procedure can be considered to be portion of the catching procedure. Contracting procedure are the procedures within the organisations of the merchandising and purchasing side that leads to a contract [ 2 ] . More specifically, undertaking procedure are all procedure with all attach toing stages and activities both parties undergo in order to set up a contract. The catching procedure is closely related to the hoW construct of the 4w – model since it describes how contracts are established.

Research have shown that the several stages underlie the catching procedure [ 6, 8, 28, 29 ] . In general, e-contracting procedure approximately consists out of two phases: contract constitution ( contract formation ) and contract passage ( contract fulfillment ) . These stages can be farther decomposed in several distinguishable stages. In this thesis, the catching procedure will consists of four stages ( see figure 2 ) . These stages correspond closely to other identified stages in research and makes intuitively sense. The considered stages are:

• Informational: In the information stage, parties search for possible spouses. The consequence of this hunt would be an offer might be created in the following stage. At this phase, communicating is voluntary and non lawfully adhering.
• Pre-contractual: In the pre-contractual stage, offers and invitations are to a greater extent structured as compared to the informational stages.
• Contracting: In this stage, the catching parties set up a contract.
• Enactment: In the passage stage, the contract parties fulfil the rights and duties they accepted in the contract.

From these stages can be seen that contract creative activity is a procedure based largely on communicating. It involves for several parties to hold on one common end. The communicating construct will be of import for the analysis of contract dependences since it entail that human engagement and human interactions lies at the Hart of the catching procedure.

Although these undertaking stages seem straightforward, undertaking can be see to be a complex procedure. A catching procedure is capable to alterations in the concern and legal contexts. Consequentially, this causes a certain grade of variableness in the catching processes. This variableness is a significant job for the attempts to automatize the procedure of undertaking [ 6 ] . By interrupting the catching procedure up into different stages, possible different contract dependences can be identified. This allows for placing the effects of contract dependences in different stages of the catching procedure. Therefore, interrupting the catching procedure into different stages will back up the exploratory research inquiries in this thesis.

2.4 Electronic contract direction systems

Companies frequently engage relationships with several, if non legion, different providers and clients. This implies that companies become portion of cross-organizational environments where exchange of value occur. These cross-organizational require more transparence in interactions between companies, while continuing confidentiality of companies internal procedures [ 30 ] . In add-on, catching is a multidisciplinary attempt, frequently necessitating proficient, legal and commercial cognition. Contracts are frequently agreed on assorted degrees within companies by several different company members. This would take the figure of contracts within a company to turn well. Consequentially, agreed contracts would go spread throughout a company, taking to coordination jobs. This development has led to the outgrowth of the field of contract direction.

Contract direction can be defined as the procedure of centrally hive awaying, managing and recovering all lawfully enforceable understandings ( i.e. contracts ) and associated paperss within a company [ 2, 5, 6 ] . Based on this construct, contract direction is a tool that enables undertaking parties to run into their duties as stipulated in the established contract. The contract direction activities can be grouped into three countries [ 31 ] :

• Service bringing direction which ensures that the good or service is being delivered as agreed, to the needed degree of public presentation and quality.
• Relationship direction which keeps the relationship between the two catching parties unfastened and constructive.
• Contract disposal which handles the formal administration of the contract and alterations to the contract certification if necessary.

The intent of contract direction is to obtain the right exchange of value as agreed in the contract. This implies safeguarding the efficiency, effectivity and economic system of the contractual relationship as have been described by the contract [ 31 ] . This includes reconciliation costs and hazards and actively pull offing the customer-supplier relationship. Contract direction, hence, encompasses the full contract procedure – from the start till the terminal of the catching procedure ( see figure3 ) . It serves as mean to exert control over the catching procedure. As a effect, contract direction is an indispensible tool for undertaking for concerns. Since contract direction is the procedure that enables both parties to a contract to run into their duties in order to present the aims required from the contract.

In order to back up contract direction, contract direction systems have been developed. Contract direction systems allow for a structural, verifiable methodological analysis for pull offing contracts within a company [ 2 ] . Contract direction systems offer possibilities to track the advancement of a individual contract through the assorted catching stages and let for managerial coverage about undertaking position [ 11, 12 ] . The rule of contract direction systems is that it provides a more direct integrating of contracts and concern procedures. By automatizing the reading of the contract content – through electronic contract architectures – the inefficient engagement of people required to associate the contracts with the day-to-day concern operations can be avoided. Therefore, contract direction systems provide machine-controlled direction of the contract procedure. Therefore, a contract direction system can be regarded as portion of the strategic IT architecture of a company [ 7 ] .

2.5 Electronic undertaking context

In the old subdivision, several cardinal features of undertaking have been mentioned. All the activities related to undertaking are embedded in an environment. The e-contracting context refers to the contract environment where the catching procedure occur [ 32 ] . These constructs from the contract environment are normally related to the external environment of the catching parties. As the external environment has influence on the company, of course the external environment would besides impact the catching procedure. Therefore, the undertaking context can be viewed as the external environment in which the catching processes occur. A contract is ever embedded and later influence by the contract context. The contract context influences the catching histrions, the exchange of values, and the catching processes for contract establishment [ 22 ] .

Therefore, the undertaking context is of import for the analysis of the contract dependences. It is really likely that contract dependences will arise from the environment or, at least, be influenced by the contract context. The undertaking context is strongly related to the Where construct in the 4W-framework [ 3 ] . However, all constructs from the 4W-framework are, in some manner, influenced by the undertaking context. Since the contract context influences the information carried by these assorted constructs for every specific undertaking relationship [ 6 ] . It influences how trading dealingss take topographic point since a contract has ever histrions that play a function in the catching procedure. Particularly, when it is considered that undertaking is multi-disciplinary undertaking with different histrions on assorted organisational sections

The concern context plays a immense function in the catching procedures and content. Other impart facets of the concern macro environment and, therefore, relevant for the contract procedure are [ 22, 33, 34 ] :

• Political factors which refer to the political and governmental inclinations to step in in the economic procedure, and which might later impact the catching procedure.
• Economic factors which refer to economical impact concern operation and their determination devising for the catching procedure.
• Social-cultural factors which refer to the cultural background and attitudes of undertaking parties.
• Geographic factors which refer to degree that geographical issues can be a limitation for the catching procedure.
• Technological factors which refer to engineering employed by the undertaking party and their common technological compatibility for contract direction systems.
• Legal factors which refer to the legal model where the contracts are established within.

All these facets of a concern macro environment are used in several models in the field strategic direction for chances and menaces designation. In this thesis, the differentiation will assist to sort contract relationships and contract dependences that might ensue of the environmental factors

At his point, the factors of the catching context are at this point mostly identified. However, another of import facet is the value concatenation of a company. Contracts between multiple concern parties are going more and more of import in the new planetary economic system. Within in this new economic system, activities along the value concatenation are executed by independent, but co-operating, companies [ 35 ] . The usage of information engineering has given companies the possibilities to concentrate on their nucleus competences and outsource all other activities [ 23 ] . This outsourcing tendency additions dependance on providers in a supply web and opens the company to a assortment of operational and strategic hazards [ 36 ] . This is where the field of e-contracting becomes really of import since becomes a indispensable for associating companies together in the value concatenation. Information engineering – represented by workflow systems such as e-contract direction systems – helps to set up and keep a value concatenation and increases the concern dealingss kineticss along the value concatenation. Besides, contracts can be established more faster with the usage of informational engineering. Further, the figure of established contracts will besides lift as a effect of the usage of information engineering in the value concatenation. This might make more, and complex contract relationships between undertaking parties.

In order to to the full understand these undertaking relationships, a basic apprehension of the value concatenation is necessary. The value concatenation is a construct arising from strategic direction. This value concatenation lists the concatenation of value activities within a company for bring forthing their primary concern end product [ 34 ] . The value concatenation identifies two many activities within companies: primary activities and support activities ( see figure 6 ) . From these activities in the value concatenation, the procurance activity is the most relevant for the catching procedure. The value concatenation is a utile for the thesis since it relates the undertaking procedure to the concern context. Further, the value concatenation highlight how catching is related to other concern activities.

Procurement is a support activity of import for the primary activity since it secures the company ‘s input, necessary for the concern procedure. Procurement or buying can be defined as [ 34 ] :

“obtaining from external beginnings all goods, services, capablenesss and cognition which are necessary for running, keeping and pull offing the company ‘s primary support activities at the most favorable conditions.”

These cardinal features of buying can be decomposed into:

• Determining specification of goods / services that need to be procured ;
• Choosing the most suited provider ;
• Fixing and carry oning dialogues with provider ;
• Puting the order with the selected provider ;
• Monitoring and control of the order ;
• Follow up and rating of the buying procedure.

From these activities can be concluded that it portions many communalities with the catching procedure, as has been described in a old subdivision. Figure 7 show the buying map, which describes the buying procedure, in more item. In add-on, the relation between the buying procedure and the catching procedure are given. This shows that the different procedures in the buying map and the catching procedure are strongly interrelated. This close relation between buying and catching is particularly evident in a b2b environment where concerns formalise relationship with contracts. As the buying procedure progresses, at the same clip, the events of the buying procedure influence the contractual province between undertaking parties. This congruity in contractual and procedure flows between companies has a major deduction for the thesis. By linking the contract procedure with the buying map ; interventions, dealingss and dependences between stages in the buying map can be translated to the contract province. This will do it convenient for placing possible contractual relationships. Further, the buying map has extensively been research and allows for adequate possibilities for happening informations and ( causal ) relationships. Therefore, the value concatenation and its decomposition in the buying are utile model for exploratory research, or, can at least service as a good starting point.

2.6 Overview of literature

[ Paragraph Outline ] :

• General decision about how the presented theoretical background will enable the research to reply the research inquiry.
• An integrating of the presented literature that shows that there are many position and possibilities to research the field of catching.
• This paragraph will function as a span between the theory and the existent theoretical account building in the following chapter.

Chapter 3

Contract Dependency Model

This chapter will discourse the research theoretical account that will be used for researching the contract dependences. Based on the theoretical background of the old chapter, a theoretical account for analysing contract dependences will be constructed. First, the of import constructs of catching pattern for the probe of contract dependences will be discussed. Besides, a working definition of contract relationships and contract dependences will be provided. Then, relevant position on catching and collection degrees will be discussed. In add-on, dependences of workflow direction system will be reviewed, in order to acquire a better apprehension of known relationships in workflow system. Finally, a theoretical account will be presented that will integrate both elements from undertaking and workflow direction systems in order analyze contract dependences.

3.1 Contract dependences

As have been shown in the old chapter, companies engage concern relationships with many different companies. Modern concern dealingss – with the extended usage of informational engineering for contract mechanization – produce a higher figure of contractual dealingss in companies. The consequence is that the figure of established contracts within companies grows quickly. To farther complicate affairs, these relationships are besides established on different organisational degrees. Additionally, contracts can go voluminous paperss where clauses can mention to another clause in the list of clauses of a contract [ 18 ] . Furthermore, undertaking parties can come in into a subcontract. This subcontract will itself go a contract, with its ain catching partied and have its ain parties, activities and clauses. Therefore, contracts can go nested [ 18 ] . As a effect, a contract can hold activities to be besides nested. Nesting in this instance means that an activity is composed of other activities where some activities may be carried out in analogue, and some consecutive [ 18 ] . This nesting state of affairs would ensue in legion concurrent catching procedures, in which some catching procedures might be related to each other. Alternatively, the mere beings of a contract relationship can hold a profound consequence on the catching procedure. For case, in instance of a old contract relationship, some undertaking procedure can be skipped which will rush up the contract rhythm clip [ 8 ] . This shows that the undertaking procedure of between undertaking parties can go really complex and disputing from automatizing point of position. For this ground, bing contract direction systems – with their ability to supervise contracts separately – do non turn to the support of contract relationships and dependences.

The state of affairs described above, shows that modern catching parties are faced with legion concurrent catching procedures and activities, in which some catching procedures might be related to each other. Contracting parties frequently have many contract dealingss, where some of them depend on other contract processes [ 8 ] . This state of affairs will be referred as a contract dependence. More specifically, a contract dependence will be defined as:

Any ancestor in the catching environment that causes contract processes to be dependent of each other and, consequentially, is able to act upon to contract province of any of the related catching procedures.

[ two definition / non yet decided, though the latter is likely the right one ]

Any contract relationship, that as a effect of a alteration of an ancestor in the catching environment, has an influence on the contract province of any of the related catching procedures.

From this definition can be deduced that contract dependences are a type of contract relationships. A contract relationship can be see a contract dependence if it is able to impact the contract province of a contract in a related contract procedure. The construct of contract provinces will be discussed in the following chapter. But as an illustration, a contract may be related to already established contracts such as model contracts, memos of apprehension, ordinances, statute law, or each undertaking party ‘s concern footings. This shows that a contract relation between a contract processes can be affected by an ancestor such as a alteration in the related contract model, memos of apprehension, ordinances, statute law which as a consequent might ( adversely ) affect the related contract, therefore, raising a alteration in its contract province. For a more concrete illustration, umbrella contracts are considered to be contracts where contract dependences are strongly present since in this instance, contracts are related to an already bing contract [ 26 ] . This is similar to the earlier mentioned nested contract state of affairs.

Contract dependences, as described in the old subdivision, have a inclination to impact the undertaking provinces of related contracts. Therefore, contract dependences cause variableness in the catching procedure and do it hard to foretell the assorted results of the catching procedure. This makes specification of any e-contract mention architecture hard since e-contracting requires sound specification of contractual demands. Consequently, the presence of variableness in undertaking procedures shackles further attempts to automatize the procedure of undertaking [ 6 ] .

3.2 Contract provinces

In order to to the full grok whether a contract relationship is a contract dependence, the consequence of an ancestor on the contract province have to be examined.

Contract provinces are closely related to stages in the contract procedure theoretical account. A contracts origin starts with the dialogue procedure, where, after a successful hunt for a suited contract party, contract parties start negociating. This corresponds to the informational and pre-contractual procedure in the contract procedure theoretical account. If parties can non come to an understanding, the procedure will be prematurely terminated. This will stop the catching procedure. Otherwise, a contract is established and which, later, will be enacted. It is, nevertheless, possible that for some ground – which is in fact a research inquiry in this thesis – in these phases a contract is ended prematurely. This will besides do for the contract procedure to stop. If this event does non happen, and, the contract parties fulfil the rights and duties they accepted in the contract, the contract procedure comes successfully to an terminal. At this point, the concern relationships between undertaking parties have ended, or, contract parties can regenerate their contract and start renegotiating. Based on these observations, a contract procedure can come to an terminal if it is terminated prematurely or enacted successfully. In Figure [ x ] the province diagram for the contract phases has been given. Several other undertaking provinces are possible [ 16, 37 ] , but for look intoing contract dependences, the listed contract provinces will do.

In order for a contract relation, to be a contract dependence, the contract processes which are related should do their corresponding contract province to theodolites from one province to another. This status makes contract dependency designation more evident. Otherwise, clear separation of undertaking events would go boring. For case, in a one-to-one contract relationship – which is the most basic contract relationship [ 26 ] – the dealingss between the contract provinces, contract procedure and undertaking parties ‘ value concatenation the designation of undertaking procedure can go reasonably complex [ 38 ] .

The purchaser ‘s and provider ‘s value concatenation will aline their stages in value concatenation in order to set up a concern relationship. This will embrace that several activities will be grouped in the value concatenation. The activities are performed in analogue. Some will affect both the purchaser and provider while some are undertaken merely by one side, others involve both sides [ 38 ] . As a effect, the passage between contract provinces is the combined consequences of all these internal and external procedures in the purchaser and providers value concatenation. This shows that even in the most simplest concern relation – one-to-one undertaking – dealingss become intertwined and, therefore, reasonably complex. By looking entirely at the ancestors that invoke a contract province to alter, contract dependences can be identified.

3.3 E-contracts and Workflow Management Systems

Nowadays, information engineering to back up a value concatenation is being deployed in the signifier of erp systems, workflow systems, web services and e-marketplaces [ 35 ] . An e-contract is a lawfully contract modeled, specified, executed, controlled and monitored by a contract direction system [ 19 ] . Based on this definition, the contract procedure can be viewed as a work flow since the catching procedure is a structured sequence of a peculiar facet of concern procedure. The contract procedure fulfills the standards of a workflow [ 39 ] . By the same item, a contract direction system can be considered to be a category of Workflow Management Systems ( wms ) . wms are informational systems that support workflow for a specific concern state of affairss [ 40, 41 ] . Business-to-business ( b2b ) catching, due to the nature of catching, consists of a aggregation of intra- and cross-organizational work flows [ 13 ] . These complex inter-related work flows are bonded by e-contracts. In order for a catching work flow to work decently, the work flows of the catching procedure are to be specified carefully to fulfill the contract demands.

Until this point, the job of contract dependences has been regarded as entirely a job for contract direction systems. However, if the job is viewed from a more general position, it becomes clear that non merely contract direction system suffer the job of inter-related procedures In fact, most workflow theoretical accounts are non able to manage the complexnesss of interrelatednesss between different work flows. In instance of e-contracting, this officially means that existent contract direction systems do non adhere to the activity/task oriented workflow procedure, ensuing in a gulf between the conceptual theoretical account of e-contract and the workflow [ 19 ] . This state of affairs, which is classical for workflow theoretical accounts, is caused by the built-in nature of a workflow procedure. A workflow procedure is composed of different sorts of entities with each playing a different functions in a workflow procedure and besides interacting with each other in all facets [ 42 ] . Therefore, relationships among these entities, straight or indirectly, are ever present. One of the most normally identified relationships in a workflow system is the dependence relationship, which means an entity depends on other entities [ 42 ] . This type of relationship is precisely harmonizing the contract dependences, which will be researched in this thesis. Thus, doing the usage of workflow literature suitable for the research intent.

Dependences in workflow procedures have long been researched in literature [ 42-46 ] . In order to turn to the dependences in workflow procedures, a dependence analysis for the wms under consideration has to be done. This is normally conducted with a workflow dependence theoretical account which will involves characteristic facets of dependence relationships bing in workflow procedures [ 42 ] . These workflow facets are:

• Routing dependences which refer to the executing order of the procedures or activities a work flow. This has besides been defined as a procedure dependencies [ 16 ] .
• Data dependences which refer to the intrinsic characteristics of a workflow procedure, i.e. associated with the informations associated with each procedure or activity a work flow.
• Role dependences which refer to the relationships of the function ‘s functionalities which is related to the organisation ‘s hierarchal construction.
• Dependency relationships are normally represented as graphs for better apprehension. More specifically, dependences are normally visualized in a dependence graph in which each node represents an entity and each directed border represents a dependence relationship between entities [ 42 ] . The most common types of relationships in a dependence graphs in a catching context are:
• A contract procedure that depends on the predating contract procedure in a consecutive ( SEQ ) relationship between contract procedures.
• A contract that depends on a figure of contracts is in an AND dependence with these contracts. This can be farther specified into a AND-Split or an AND-Join.
• A contract that depends on one of a set of contracts is in an XOR ( sole OR ) This can be farther specified into a OR-Split or an OR-Join. The workflow dependence theoretical account allows for separating between different types of workflow dependences. However, to to the full understand workflow dependences, the workflow dependence theoretical account has to be augmented with impact analysis. A alteration to work flows could hold impact on other activities and procedures, nevertheless, the consequence of these alteration can change. Impact analysis allows for assign weight factors to certain workflow dependences [ 42 ] . Therefore, a basic categorization for the consequence size of impacts is necessary. This can be done by sorting a dependence to be either strong or weak ( cf. , an indistinguishable categorization has been made in [ 16 ] ) . This differentiation seems straightforward but is really utile for distinction between the effects on undertaking procedure, since it will non add unneeded complexness to the contract dependencies job.

3.4 Positions on Contracting Dependences

At this point, the of import elements for placing contract dependences have been identified. Before stipulating the contract dependence theoretical account, some amplification on the positions is necessary. As has been shown in the old chapter, the field of catching can be viewed from different angles and from difference degrees. In this subdivision, these possibilities for sing contract dependences will be discussed.

As has been discussed in a old subdivision, contracts are a tool for companies to set up concern relationships and to adhere companies. Therefore, contracts are a manifestation of strategic ends of a company [ 16 ] . This will normally be based on concern considerations. However, contracts besides fulfill a legal function. Contracts stipulates and testifies to the legal binding nature of the understanding, as it provides for a model which specifies the remedial options and rights granted to the undertaking parties in instance of any dissension or difference [ 47 ] . Consequently, contracts have a concern sphere and legal, regulative sphere. In add-on, e-contracts besides have a technological and information systems sphere. Any methodological analysis analysing e-contracts should, hence, take into consideration these spheres [ 47 ] .

The concern and legal sphere are relevant from a strategic point of. These spheres define contracts in a extremely abstract impression. Typically, the part of contracts ( concern and legal ) is perceived on a strategic degree [ 16 ] . On the other manus, the technological and information systems sphere are relevant from an operational point of position. Contract direction systems require logic-based specification of contractual demands. Business and legal specification might be to ambiguous for contract direction systems. Therefore, an operational point of position is necessary for analysing contract dependences.

In chapter 2, several external factors from the undertaking environment have been identified that could act upon the catching procedure, among these were economical and legal factors. Further, concern and legal spheres are relevant factors for undertaking in general. Both sphere are occur on a strategic degree. Therefore, the contract dependence theoretical account will include either of these sphere and the corresponding external factor. From an operational degree, which is necessary for the specification of workflow theoretical accounts, routing or procedure dependences and informations dependences are the most relevant [ 16 ] . Hence, the contract dependence theoretical account should include either of these dependences. In sum, contracts can see on a strategic or operational degree. The import contract dependences are concern, legal, procedure and information dependences

3.5 Specification of contract dependence theoretical account

At this point, all the necessary edifice blocks for treatment contract dependences have been discussed. Contract dependences are composed of dependences in a contract puting. The contract puting and methods for analysing the contract puting have been discussed in chapter 2. In the old subdivision, methods for analysing workflow dependences have been discussed. The combination of both elements should supply for a suited tool for analysing contract dependences. The theoretical account contract dependence theoretical account is hence comprised of two elements:

• A contract theory component that will be used to analyse the contract puting. The construction of this treatment the undermentioned theoretical account will be used, these theoretical accounts were antecedently discussed
• 4w – model
• Buying / contract procedure
• Value Chain
• A workflow theory component that will discourse the chief know dependences within work flows. The construction of this treatment the undermentioned theoretical account will be used, these theoretical accounts were antecedently discussed
• Dependence analysis where normally used relationships will be specified.
• Impact analysis for analyzing the effects of workflow relationships.
• A on the job definition for contract dependences that allows for decently identify contract relationships that might be a contract dependence.

The consequence of these elements should it do possible to happen contract dependences

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