PhD defense public lecture

Stefania Passera, MA
Doctoral Defense, Aalto University School of Science, 18.08.2017
Beyond the wall
of contract text
Visualizing contracts to foster understanding
and collaboration within and across organizations

Contract
visualization
the use of diagrams, images,
and visually structured layouts
to make contracts more searchable,
readable, and understandable.

were not known about when making the tender and that the service provider can
demonstrate grounds for the price change. Accordingly the price of the service shall
change from the date when the above-mentioned changes come into force. The serv-
ice provider shall also have the above-mentioned right when the price is fixed.
10.7 If the price is not fixed, the service provider shall have the right during the contract
period to adjust the price corresponding to the general cost trend of the service. The
service provider must deliver a price adjustment notification in writing at least two
(2) months before the price adjustment comes into force. The service provider must
present to the customer an appropriate explanation of the cost trend and the reasons
for the price adjustment. If no unanimity is reached on the price adjustment, the cus-
tomer shall have the right to give notice of terminating the contract from the time that
the price adjustment comes into force. The giving of notice must be made in writing
before the new prices come into force. If the customer does not give notice of termi-
nating the contract, the contract shall continue using the new prices notified by the
service provider or other prices agreed together by the contracting partners in price
adjustment negotiations.
10.8 If the price is not fixed, the customer shall have the right during the contract period
to propose a price adjustment corresponding to the general cost trend of the supplies.
If no unanimity is reached on the price adjustment and the customer considers that
it cannot continue the contract under the prevailing prices, the customer shall have
the right to terminate the contract with a notice period of two (2) months. Notice of
termination must be made in writing. If the customer does not give notice of termi-
nating the contract, the contract shall continue using the prices prevailing before the
price adjustment proposal or using other prices agreed together by the contracting
partners in price adjustment negotiations after the price adjustment proposal.
10.9 If not otherwise agreed, the contracting parties may propose price adjustments in the
ways described in Paragraphs 10.7 and 10.8 at the earliest twelve (12) months after
the contract came into force and at intervals of not less than twelve (12) months.
10.10 In the event of the customer giving notice of terminating the contract on the grounds
presented in this section, the service provider shall be obliged if the customer so
wishes to deliver the supplies at the prevailing prices, if the notice of termination has
been made on the basis of Paragraph 10.8, or according to the prices notified by the
service provider in the price adjustment notification, if the notice of termination has
been made on the basis of Paragraph 10.7, until the time notified by the customer,
however at most six (6) months from the ending of the contract.

concerning rental apartments (AHVL 481/95), the rules and regulations of the housing company, the
instructions and regulations given in resident notifications, the residence Guide, Tenant Charge
Sheet, the Tenant Responsibility Chart, and other instructions and regulations that are currently in
effect and available on the HOAS website, as well as the law (1190/93) concerning the use,
relinquishing and buying of State subsidised low-income rental apartments and housing projects.
2. Tenancy period
The tenancy agreement is for a fixed period or subject to notification. Only full-time students are
allowed to sign tenancy agreements that are subject to notification or, in cases where the co-
operation company is concerned, the Tenant of the housing department of the municipality
according to the principles decided upon by the Board of Directors of the company. A fixed period
tenancy agreement ends when the period is completed, unless there is an occurrence contingent on
points 16 or 17 below. An agreement made for less than 6 months or a fixed-term-agreement in
international exchange student housing quota cannot be terminated by giving notice. Agreements
that are subject to notification end upon giving notice, upon cancellation or termination, or by mutual
agreement. The Tenant is committed to handing over the apartment to the Lessor for the duration of
summer months 1.6.-31.8. to be used as a summer hostel or other such activity.
3. Deposit
When leasing an apartment the Tenant will pay a deposit to the Lessor. The deposit will be returned
to the payer of the deposit within one month after the termination of the tenancy only if the Tenant
has returned the keys to the apartment, the apartment is in a clean and normal condition and there
are no outstanding payments nor any other outstanding obligations. The Lessor may use the deposit
for settlement of any outstanding payments mentioned above without consulting the Tenant.
Returned deposit does not absolve the tenant from the general terms of the tenancy agreement.
During the tenancy period the Tenant does not have the right to request that the deposit be used to
cover the cost of rent. The Tenant will not receive interest on the deposit.
4. Move-in day
The Tenant is entitled to take possession of the apartment at the beginning of the tenancy period.
However, if the tenancy period starts on a weekend or on a national holiday, the possession right
begins the next weekday. The Tenant’s liability to pay rent comes into effect the day the tenancy
period starts as stated in the tenancy agreement. At the termination of the tenancy, the apartment
must be vacated by the last day of the tenancy agreement.
5. Keys
The Tenant gets the keys at the beginning of the tenancy period. The keys are for the use of the
tenant only, and they are to be handled with care and responsibility.Tenant must notify the Lessor
immediately, if a key is lost or damaged. If a key is lost, the Tenant will be responsible for the costs
(inc.rekeying costs). Making copies of the keys is prohibited. The Tenant is responsible for collecting
and returning the keys to the Lessor in a manner stated by the Lessor. Any neglect concerning the
keys will be charged from the tenant according to the valid resident price sheet. A security lock may
only be installed with the Lessor’s permission, at the Tenant’s own expense. The Tenant commits to
providing the Lessor with a key to the security lock. When moving out, the said lock must be left as
installed and all keys handed over to the Lessor without charges.
6. Handing over the apartment to another person
The Tenant living in student housing may not, without the permission of the Lessor, hand over the
apartment or part of it, or have persons living there who are not covered by the tenancy agreement,
or transfer the tenancy agreement. The Lessor requires that the apartment be used for student
housing (AHVL 17, 18, 44 and 45§).
7. The Tenant’s responsibilities during occupancy
The Tenant is responsible for giving written notification to the Lessor concerning details of moving in
or out or when vacating the apartment for a longer period of time, for more than one month. The
Tenant is also responsible for notifying the Lessor of any changes concerning the identity or number
of people living in the apartment during occupancy. The Tenant is responsible for cleaning, taking
care of and carefully maintaining the apartment and equipment therein, the courtyard or terrace area
immediately attached to it and to follow the instructions given by the Lessor. The Tenant is
responsible for buying, installing, and maintaining a fire alarm. The Tenant is not responsible for the
normal wear and tear of the apartment, but the Tenant is required to compensate for any damage
caused by him/herself. The Tenant is adviced to take a comprehensive home insurance. In the
beginning of tenancy any complaints concerning the condition of the apartment must be made
directly to the Lessor, in the way the Lessor has specified, within two weeks of receiving the keys.
You must notify the Lessor directly immediately after moving in if there are any complaints
concerning the way the apartment was cleaned. The Tenant must notify the Lessor or a
representative of the Lessor of any defects in the condition of the apartment within two weeks of
moving in, and defects in the final cleaning immediately when moving in. During the period of
occupancy the Tenant is also required to immediately inform the Lessor of any damage or defects
occurring in the apartment.The Tenant must notify the Lessor of any damage or defects that the
Lessor is responsible for repairing. The notification must be done immediately when the
damage/defect is running the risk of getting worse if not fixed right away. A Tenant who does not
notify the Lessor, will be held responsible for the resulting damage. The tenant is required to inform
the Lessor immediately if he/she finds bugs, pests etc. so that the Lessor can take action and start
the prevention. The Lessor reserves a right to carry out prevention acts without a separate advance
notification if necessary.
A room in a shared apartment is meant for one person (the Tenant). It is forbidden to house any
person not included in the tenancy agreement. Smoking is forbidden in shared apartments and in all
apartments with tenancy agreements commencing after May 31st
2010, as well as in hallways,
staircases and other common areas. If the tenant smokes regardless of the rules, any costs
resulting from the cleaning, ozonization, painting etc. of the apartment will be charged to the
tenant.No pets are allowed in shared apartments and HYY-apartments. The Tenant is responsible
for cleaning the apartment during tenancy, and for the final cleaning of the apartment at the
termination of tenancy. When tenant changes the apartment is checked, which may cause charges
if the responsibilities/cleaning request have not been carried out. The lessor has the right to have
the apartment cleaned or repaired at the Tenants expense if necessary. All tenants are jointly
responsible for the condition of the common areas of shared apartments. The amount of
compensation that the tenant has to pay for damage is determined by the Tenant Charge Sheet and
the Tenant Responsibility Chart that are in effect at the time. These documents are available on the
Hoas website. However, the tenant is always responsible for the full cost of repairing the damage,
even where it exceeds the charges in the aforementioned documents, or in the case that the
particular cost/damage is not listed in the documents.
acknowledges and agrees to the terms of delivery. Hoas is not responsible for the possible short
disconnections in the Internet service. Berliininkatu 5, Brysselinkatu 3, Rörstrandinkatu 3 have been
connected to Arabianranta local network, the Tenant acknowledges and agrees to the terms of
delivery. The same principles are in effect also in the Trinet network of Otaverkko Oy. Using the
previously mentioned services is voluntary, but not using them does not entitle to reconsideration of
the rent.
10. Compensation
For such time as the apartment cannot be occupied, or is not in the required or agreed upon
condition, and the Tenant has fullfilled his responsibility to notify the Lessor as stated on point 7, the
Tenant has the right to apply for compensation. A written notification of the matter must be made
immediately, after which compensation can be agreed upon. The Tenant may apply for compensation
for the amount of rent or immediate expenses that is equivalent to the time period and amount of the
inconvenience caused by the defect (AHVL 23 § 2 mom.). Compensation is paid under the condition
that the damage or defect can be determined to be the fault of the Lessor through neglect or other
carelessness (AHVL 23 § 3 mom.). Any outstanding payments to the Lessor may be subtracted from
the compensation to the Tenant. The Lessor and the property owners have the right to carry out
general repairs in the building and in the tenant’s apartment during the tenancy, without the tenant
being compensated for the time of repairs. The companies that supply heat, water, electricity,
telecommunication and Internet services are solely responsible for the operation of these services in
accordance with their general delivery terms, regardless of whether the costs of these services are
included in the rent or paid for separately. HOAS is liable only for damages caused by its own
negligence.
11. The Lessor’s right to enter the apartment
To lease and supervise the condition and upkeep of the apartment the Tenant must allow a
representative of the Lessor to enter the apartment without delay as soon as convenient. Should
need be or in cases that need immediate acts, a representative of the Lessor has the right to inspect
an apartment without the Tenant’s consent. Hoas inspects all apartments at the termination of the
tenancy. An apartment inspection may include two inspection visits, the first of which is a preliminary
check that is carried out while the current tenant is still living in the apartment. There may be a
second check after the tenant has moved out and the new tenant has just signed a tenancy
agreement. The tenant will not be notified of either inspection and they will be carried out by using a
master key. Repair work may be carried out during the inspections, or a cleaning may be scheduled
as a result of the second inspection.
12. Transferring the tenancy agreement
On grounds of expediency, the Lessor may, in accordance with the terms of notice, transfer the
tenancy to an equivalent apartment or an equivalent part of an apartment that is under the Lessor’s
authority.
13. Rent and other charges
Rent is determined according to the amount that is needed, in conjunction with other earnings, to
cover expenses and financing the upkeep of the apartment and related areas in accordance with
good property maintenance. Rent will be adjusted in accordance with changes in the amounts listed
above. The rent in different buildings and apartments may be averaged. Rent is set at monthly rates,
of which the average rent per square metre for each estate is calculated. Rent will be checked
annually or when necessary according to these principles even if the restrictions on State subsidised
low-income rentals have ended. In addition to the rent the Tenant agrees to pay the current utility
charges, for example, the charges for electricity, sauna and parking, and fees according to the
Resident charge sheet. Spouses, and other parties of a joint agreement are jointly responsible for
the rent and utility charges during the entire period of the tenancy agreement.
14. Notification of changes in rent and charges
The Lessor will inform the Tenant of changes in rent and charges in writing before they come into
effect.
15. Payment/collection
Rent and other charges will be paid monthly in advance to the Lessor’s bank account, at latest the
sixth day of each month. A penalty interest rate and collection fee will be added to overdue charges
in accordance with the law. Tenant’s account will be referred to a collection agency at the latest
when outstanding payments equal two month’s rent.
16. Termination and dissolving of the tenancy agreement
When either party gives notice, the agreement will dissolve after the term of notice is over. The
Tenant’s term of notice is one (1) month, which is calculated from the last day of the month in which
notice is given. Cancellation of termination of tenancy agreement will be charged according to the
resident price sheet in force at the time of cancellation. When the Lessor gives notice of the tenancy
agreement, the term of notice is three (3) months. If the tenancy has, prior to the giving of notice,
continued uninterruptedly for at least one year, the term of notice for the Lessor is six (6) months. A
fixed period agreement will end without a separate notice, unless after having made an agreement
such matters come to light that make the validity of the agreement unreasonable to either party. The
notice of termination shall always be made with the form for notice of termination. The notice of
termination for a family agreement and other joint agreements must be done by all tenancy
agreement signatories. The Lessor has a right to terminate the tenancy agreement due to
renovations that are scheduled for the property but primarily the Lessor tries to arrange a temporary
accommodation from Hoas for the period of the renovation. The tenancy agreement can also be
terminated because of, for example, unpaid rent or causing disturbance. If such is the case, the
agreement may be terminated either immediately upon notice or at a later date, as stated by the
person terminating the agreement.
17. Verifying the right of occupancy
It is the responsibility of the Tenant to inform the Lessor of changes in the circumstances which
were reported at the start of the tenancy agreement relating to the Tenant’s studies, such as the
discontinuation of studies, graduating or other pertinent information. Furthermore, the Tenant is
bound to supply the information about his/her right of occupancy as requested and to allow the
Lessor to obtain from the educational institution information about his/her studies. Full-time studying
and credit units are verified according to the valid credit unit limit in conjunction with the right of
occupancy, the regulations on which are confirmed by the Board of Directors or a body authorised
by it. Concerning university, art and polytechnic students the credit unit limit is specified to be 30
credits/calendar year or 60 credits/two calendar years. Giving false information or refusing to supply
information can lead to the Lessor giving notice or cancelling the tenancy agreement.

2. Tenancy period
3. Deposit
4. Move-in day
5. Keys
the rent.
10. Compensation
negligence.
authority.
effect.
CONFIDENTIAL 4(18)
2.4. Based on these aforementioned documents the Purchaser shall have the final foundation draw-
ings (hereinafter “Final Foundation Drawings”) done. These Final Foundation Drawings shall be
approved by the Supplier before the execution of the foundation shall begin.
2.5. The Supplier shall deliver to the Purchaser drawings of the design of the Equipment, and
shall not be entitled to deliver the Equipment to the Purchaser prior to Purchaser’s approv-
al of the design.
2.6. The delivery of the Equipment shall include all necessary technical and other documentation
relating to the Equipment. Any technical documentation shall be delivered to the Purchaser
without any additional costs to the Purchaser. The language of the documentation shall be the
language of the Agreement or English.
2.7. For maintenance purposes, the Supplier shall submit to the Purchaser sufficient manufac-
turing drawings, including material and part lists, of all parts which wear down during oper-
ation and which must be replaced or reconditioned regularly during the estimated lifetime
of the Equipment.
2.8. Documents shall be delivered in accordance with Appendix 3, which specifies the agreed
delivery times for the documentation. If any of the documents have not been delivered in
agreed times, clause 18 “Delay in delivery” shall apply.
3. REQUIREMENTS
3.1. Details on the requirements regarding quality, safety and CE markings of the Equipment
are provided in Appendix 13.

2. Tenancy period
3. Deposit
4. Move-in day
5. Keys
the rent.
10. Compensation
negligence.
authority.
effect.
CONFIDENTIAL 4(18)
al of the design.
of the Equipment.
3. REQUIREMENTS
C
Property Rights of the Purchaser without the Purchaser’s explic
for any other purpose than the delivery of Equipment in accorda
Furthermore, the Supplier shall not use the technical data and o
rial provided by the Purchaser hereunder for any other purpose
mance of the Agreement. Any violation of this clause by the Sup
substantial breach of the Agreement.
22.2. The Supplier warrants and shall be liable to ensure that the deli
from any rights or claims of third parties and that the Equipmen
tellectual Property Rights or other rights of third parties.
22.3. If the Equipment is found or alleged to be infringing Intellectual
rights of third parties, the Supplier undertakes, without any expe
with the Purchaser’s consent, to modify or replace the Equipme
lates any third party rights or to obtain and maintain such licens
party as are required for the unrestricted, continuous use of the
pose it was originally intended under the Agreement.
22.4. The above clause shall remain in force also after the terminatio
the Agreement.
23. CONFIDENTIALITY
23.1. The Parties shall keep confidential, and shall not disclose at
ties, the content of this Agreement as well as any Confidentia
the other Party or otherwise learned in connection with the A
written consent of the other Party. The Parties shall not use C
ceived from the other Party for any other purposes than the
Agreement or the fulfilment of their rights and obligations und
23.2. Any and all documents and information disclosed by the Par
to this Agreement shall be considered as the property of th
any drawings and documents, or their copies, delivered by th
er that shall be considered as a part of the Equipment and a
lation, operation and maintenance of the Equipment.
23.3. The Supplier shall ensure the confidentiality of the Purchase
at least with the same degree of security as it exercises to
mation.
23.4. The confidentiality obligation stipulated herein shall not be
formation which:

2. Tenancy period
3. Deposit
4. Move-in day
5. Keys
the rent.
10. Compensation
negligence.
authority.
effect.
CONFIDENTIAL 4(18)
al of the design.
of the Equipment.
3. REQUIREMENTS
C
Property Rights of the Purchaser without the Purchaser’s explic
for any other purpose than the delivery of Equipment in accorda
Furthermore, the Supplier shall not use the technical data and o
rial provided by the Purchaser hereunder for any other purpose
mance of the Agreement. Any violation of this clause by the Sup
substantial breach of the Agreement.
22.2. The Supplier warrants and shall be liable to ensure that the deli
from any rights or claims of third parties and that the Equipmen
tellectual Property Rights or other rights of third parties.
22.3. If the Equipment is found or alleged to be infringing Intellectual
rights of third parties, the Supplier undertakes, without any expe
with the Purchaser’s consent, to modify or replace the Equipme
lates any third party rights or to obtain and maintain such licens
party as are required for the unrestricted, continuous use of the
pose it was originally intended under the Agreement.
22.4. The above clause shall remain in force also after the terminatio
the Agreement.
23. CONFIDENTIALITY
23.1. The Parties shall keep confidential, and shall not disclose at
ties, the content of this Agreement as well as any Confidentia
the other Party or otherwise learned in connection with the A
written consent of the other Party. The Parties shall not use C
ceived from the other Party for any other purposes than the
Agreement or the fulfilment of their rights and obligations und
23.2. Any and all documents and information disclosed by the Par
to this Agreement shall be considered as the property of th
any drawings and documents, or their copies, delivered by th
er that shall be considered as a part of the Equipment and a
lation, operation and maintenance of the Equipment.
23.3. The Supplier shall ensure the confidentiality of the Purchase
at least with the same degree of security as it exercises to
mation.
23.4. The confidentiality obligation stipulated herein shall not be
formation which:
her peril insured by the relevant local Nuclear Insurance Pool and/or Association;
ect of any other Property not specified in 1 above which directly involves the Production, Use or
e of Nuclear Material as from the introduction of Nuclear Material into such Property.
ons
ar Material" means:
ear fuel, other than natural uranium and depleted uranium, capable of producing energy by a self-
ng chain process of nuclear fission outside a Nuclear Reactor, either alone or in combination with
ther material; and
ioactive Products or Waste.
active Products or Waste" means any radioactive material produced in, or any material made
tive by exposure to the radiation incidental to the production or utilisation of nuclear fuel, but does
ude radioisotopes which have reached the final stage of fabrication so as to be usable for any
c, medical, agricultural, commercial or industrial purpose.
ar Installation" means:
Nuclear Reactor;
factory using nuclear fuel for the production of Nuclear Material, or any factory for the processing
ear Material, including any factory for the reprocessing of irradiated nuclear fuel; and
facility where Nuclear Material is stored, other than storage incidental to the carriage of such
l.
ar Reactor" means any structure containing nuclear fuel in such an arrangement that a self-
ng chain process of nuclear fission can occur therein without an additional source of neutrons.
ction, Use or Storage of Nuclear Material" means the production, manufacture, enrichment,
ning, processing, reprocessing, use, storage, handling and disposal of Nuclear Material.

sameness sameness sameness sameness sameness

all contracts look and feel the
same, even though they are
addressed to different users,
with different needs & skills,
and are produced by different
organizations to regulate a
variety of different transactions
with different goals.

Contracts are the “glue of business”, but all too often
they are hard to understand and implement.
Contracts are not designed keeping in mind
the needs and activities of those
working with and through contracts everyday,
(whose goal is business success, not winning in court).
Problem:

Contracts are written by lawyers for lawyers,
thinking only about winning possible disputes.
Traditionally, contracts are studied as legal-economic
safeguarding and enforcing mechanisms
– not as actual documents, or business tools.
Why?

“A proactive contract is crafted for the parties, especially
for the people in charge of its implementation in the field,
not for a judge who is supposed to decide
about the parties’failures.
... the proactive contracting process and documents
seek to align and express the interests of both sides
of the contract in order to create value for both.”
Gerlinde Berger-Walliser, Robert C. Bird & Helena Haapio (2011)
A Proactive Approach

A Proactive Approach
translated into practice, requires clear, actionable communication.

Contract
visualization
is a practical manifestation of the proactive approach.

RQ1 RQ2 RQ3 RQ4
Pub. I Pub. II Pub. III Pub. IV Pub. V Pub. VI
Conceptual Empirical Empirical EmpiricalEmpirical Conceptual
Contract visualization is a novel practice:
exploration through a mixed method approach
QualitativeQuantitative

What types of visualizations are suitable
for representing the type of information
encoded in contracts, in a way that is suitable
for contract users?
RQ1

key
design
patterns
6 Repeatable “model” solutions
to recurring problems
> not strict rules
> emerging from practice & lit.

To clarify a sequence of events in time,
milestones, the duration of time periods...
Timelines
Date of signing
If not so terminated,
the Agreement continues
until either party gives
at least 3 months’ notice
6 3
01.01.2012 31.12.2014
If terminated with at least
6 months notice, the
Agreement ends 3 years
from date of signing
This Agreement shall be valid for an initial period of three (3) years from the date of signing. Unless either Party gives
notice of termination at least six (6) months before the expiry of the three-year period, it shall remain in force until
further notice, with a notice period of atleastthree(3)months. Notice shall be given in writing.
> Example from a B2B framework agreement

To clarify a process with multiple decision points,
what-ifs and alternative outcomes
Flowcharts
NOT FIXED
PRICES
Does the Supplier
agrees to the
adjustments
suggested by the
Purchaser?
Does the Supplier
announce in writ-
ing its intentions to
change the prices
at least 2 months
before the new
prices will enter in
force?
NEGOTIATIONS:
Can the Parties
reach unanimity
on the adjusted
prices?
The contract shall
continue using the
prices announced
by the Supplier.
§10.7
§10.7
§10.7
§10.7
YES
The Purchaser
has the right to
propose price
adjustments corre-
sponding to the
general cost trend
of the supplies.
The contract con-
tinues under the
proposed prices
The contract contin-
ues under the new,
agreed prices.
§10.7§10.7
§10.7
No right to change prices.
§10.7 §10.7
The Purchaser has
the right to termi-
nate the agreement.
Does the Purchaser
provide a written
termination notice
during a 2 months
notice period?
NO
TODO
TERMINATION
The supplier shall be obliged,
if the customer so wishes, to
deliver the service at the prices
notified by the in the price
adjustment notification, until at
most 6 months from the ending
of the contract.
§10.10
YES
YES YES
NO
NO
NO
> Example from the JYSE Visual Guide to Finnish Terms & Conditions for Public Procurement of Services

To organize systematically information
in a more searchable, comparable & skimmable way
Tables
Ownership (10.1)
Royalty-free Access Right
(non-exclusive, irrevocable
and perpetual licence and
right to use FI in R&D work
and business operations)
(10.5)
Rights tO FORegROund
inFORmAtiOn (Fi)
Rights tO tRAnsFeR
OwneRship
Rights tO sublicence duRAtiOn OF the Rights
Yes, as long as (10.3):
- Rights and obligations arising from
this Agreement and/or from applicable
rules of a public funding organisation
are transferred as well;
- Other Parties have priority over third
parties until 24 months from the end of
Programme.
no
no
Only if (10.7):
-To subcontractors for Party’s
own research or development
work or business operations
-To users of a Party’s end product
or service, if elements of FI are
included in a Party’s product or
distributed appended to it
no
no time limit unless
Ownership is transferred
whO
inVenting pARtY
OtheR pARties &
theiR gROup entities
subcOntRActORs
Royalty-free limited
Access Right
(non-exclusive right to use
FI to the extent it is neces-
sary for carrying out work
within the Programme)
(10.8)
Yes, but (10.4):
- Not exclusively;
- Obligation to inform the other
Parties during Programme within
30 days from the execution of
license.
For as long Access Right to Fi is
necessary for carrying out work
within programme.
no time limit.
Note however that a license to
Background Information may be
needed.
> Example from the FIMECC (now DIMECC) Consortium Agreement

To clarify the parties’ areas of
responsibility, and assign rights,
duties, tasks, etc.
When it makes and commissions changes to material
transferred by the service provider, the customer must
ensure that none of the service provider’s business or
professional secrets are divulged
IP RIGHTS
IP OBLIGATIONS &
RESPONSIBILITIES
If any claims are presented against the customer concerning
IPR relating to the services or related material, the service
provider shall be obliged to meet these claims on the custo-
mer’s behalf and at its own expense.
The service provider shall be responsible to the customer for
ensuring that no legal costs, damages, other compensation
payable to a third party or other liabilities towards a third
party are incurred by the customer through claims or obli-
gations arising from IPR relating to the services or related
material.
§19.3
The service provider shall be responsible for ensuring that
the provided services or related material do not, when they
are used, violate a third party’s patent, copyright or other
intellectual property rights which are valid in Finland.
§19.1
All material that the parties transfers
before or after the signing of the cont-
ract shall remain the property of
the transferor of the material.
The customer has an irrevocable right of use to the end
results of the service as well as to other material trans-
ferred to it by the service provider for a purpose related
to the use of service in accordance with the contract.
Right of use shall include the right to use, copy and
make or commission changes.
IPR to the end results or documentation of the
service shall not be transferred to the customer.
The customer shall have the right to transfer material
to the party whom the customer’s tasks are transferred.
Service SupplierCustomer
§19.1
§19.1
§19.2
§19.1
§19.1
Swimlanes
> Example from the JYSE Visual Guide to Finnish Terms & Conditions for Public Procurement of Services

To make information more salient,
findable, and memorable
Companion icons
In addition to the terms of this agreement, tenants are subject to:
• The law concerning rental apartments (AHVL 481/95)
• The law (1190/93) concerning the use, relinquishing and buying of State subsidised low-income rental apartments
and housing projects
• Rules and Regulations of the Housing Company
• Residence Guide
• Tenant Responsibility Chart
• Instructions and regulations given in resident notifications
• Tenant Charge Sheet
• Other instructions and regulations that are currently in effect and available on the HOAS website
• When leasing an apartment the Tenant will pay a deposit to the Lessor.
• The deposit will be returned to the payer of the deposit within one month after the termination of the tenancy only if:
+ the Tenant returned the keys to the apartment
+ apartment is in a clean and normal condition
+ there are no outstanding payments nor any other outstanding obligations
• The Lessor may use the deposit for settlement of any outstanding payments without consulting the Tenant
• the Tenant does not have the right to request that the deposit be used to cover the cost of rent
• The Tenant will not receive interest on the deposit.
• The Tenant gets the keys at the beginning of the tenancy period
• Keys are for the use of the Tenant only, and they are to be handled with care and responsibility
• Making copies of the keys is forbidden
• If keys are lost or damaged, the Tenant:
+ must notify the Lessor immediately
+ is responsible for all costs of rekeying etc.
• The Tenant is responsible for collecting and returning the keys to the Lessor in a manner stated by the Lessor
• Any neglect concerning keys will be charged according to the valid resident price sheet
5. Keys
3. Deposit
2. Tenancy period
2. Tenancy Agreement subject to notification
• Only for full-time students
• An agreement subject to notification ends:
- upon giving notice
- or, upon cancellation or termination
- or, by mutual agreement
• The Tenant is committed to hand over the apartment for the summer months (1.6.-31.8.) to be used as summer hostel
1. Fixed Term Tenancy Agreement
• A fixed term agreement ends:
- when the period is completed
- or, if there is an occurrence contingent on points 8.3 or 13 below
• A fixed term agreement cannot be terminated if:
- the tenancy period is made for less than 6 months
- or, it is a fixed-term agreement in international exchange student housing quota
• The Tenant is committed to hand over the apartment for the summer months (1.6.-31.8.) to be used as summer hostel
The tenancy agreement is for a fixed period or subject to notification.
• The Tenant is entitled to take posssession of the apartment:
- at the beginning of the tenancy period
- or, if the tenancy period starts on a weekend or on a national holiday, the possession right begins the next weekday
• The Tenant must vacate the apartment by the last day of the tenancy agreement
4. Move-in day
1. Premise
€
7. C
%
8. T
> Example from a student apartment tenancy agreement

To clarify the moment when risk and cost
are transferred from supplier to buyer
Delivery diagrams
> Example from a sales of goods agreement

To what extent do visualizations enhance the
comprehension of contract documents among
their intended users – operating in an everyday,
non-adversarial organizational scenario?
RQ2

Only
text
3.06
4.35
1
2
3
4
6
5
MeanAnsweringAccuracy
(on6questions)
With
visuals
Only
text
4.62
6.00
1
2
3
4
6
5
(on7questions)
7
With
visuals
Only
text
3.59
4.21
1
2
3
4
5
(on5questions)
With
visuals
> B2B contract
> 122 int’l managers
> Tenancy agreement
> 48 int’l master students
> Public procurement T&C’s
> 76 finnish civil servants
More
accurate
comprehension
Only
text
1079
897
100
200
300
400
With
visuals
MeanAnsweringTime
(inseconds,on6questions)
700
500
600
800
1100
900
1000
Only
text
990
818
With
visuals
MeanAnsweringTime
100
200
300
400
700
500
600
800
1100
900
1000
Only
text
896
586
MeanAnsweringTime
With
visuals
100
200
300
400
700
500
600
800
1100
900
1000
Faster
comprehension
Three experiments, with different contracts & user groups

Contract visualization works equally well
for different people.
Visual contracts are easier/faster to understand
even for “verbalizers”, lawyers, experts familiar
with the subject matter, and older professionals.
in fact...

Control group
(textual contract)
Treatment group
(visual contract)
2
3
5
4
0
1
6
4.385
4.289
3.394
2.435
Native Speakers
Nonnative Speakers
© 2016 Stefania Passera. Used with permission.
Native speakers are (obviously)
more accurate in comprehension
than non-native speakers.
However, this difference
disappears when both groups
use visualized contracts.
The B2B study shows one interaction effect
with key implications for global business

Textual
Tenancy
Agreement
In the Public Procurement and
Tenancy Agreement studies:
Contracts which include visual
elements are perceived as
more useful /usable and
more gratifying to use by
research participants.
Visual
Public Procurement
T&C’s
Visual
Tenancy
Agreement
Contract visualization improves user experience
Textual
Public Procurement
T&C’s
Hedonic/Utilitarian Scale of user attitude (Spangenberg et al. 1997 ; Voss et al. 2003)

Contract visualization improves user experience
In the Public Procurement study:
Research participants experienced
a higher level of positive emotions
and a lower level of negative
emotions when using visualized
contracts, as compared to using
text-only contracts.
International Positive and Negative Affect Schedule, Short Form (Thompson, 2007)
10
15
20
25
5
Visual Textual
17,98
7,07
15,83
9,03

How and why do contract creators use contract
visualizations in contract documents?
What knowledge-related problems are they trying
to solve by employing visualizations in contracts?
RQ3

Results from a qualitative case study
(sales of operation & maintenance outsourcing services in the paper industry)
Between
professions
Between
firms
Between
process stages
3 knowledge gaps
(= lack of common understanding which threatens collaboration)

Results from a qualitative case study
(sales of operation & maintenance outsourcing services in the paper industry)
Between
professions
Between
firms
Between
process stages
3 knowledge gaps
(= lack of common understanding which threatens collaboration)
Clarification
Framing
How contract
visualizations
are used
(= strategies to
minimize the
knowledge gaps)

What approaches can facilitate contract creators
in selecting, creating, modifying, and deploying
visualizations in contracts?
RQ4

Three approaches
Pattern libraries
Visual templates
Automation by
software
Professionals rely on firm-specific semi-modifiable templates
(e.g. in PowerPoint), adapting them to the specific contracting
case at hand. The instance of the template can evolve during
negotiation, and get crystallized upon contract signature.
Professionals input case-specific variables into an IT system,
which then automatically generates the needed textual
clauses and accompanying explanatory visualizations.
Professionals can find and apply suitable patterns from
“collections of solutions” shared and built by their
community of practice or within their firms.

This dissertation contributes
methodologically rigorous evidence
about the psychological and behavioral
effects of contract visualization
(and its possibilities for organizations)

It helps expanding the meaning of contract design

PhD defense public lecture

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