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University of Minnesota Law School Contracts Drafting Seminar Spring 2011

University of Minnesota Law School Contracts Drafting Seminar Spring 2011. March 22, 2011 Class 9 Adjunct Associate Professor Helen Winder. Intellectual Property Agreements. Intangible property = special considerations What is I.P.? Art Literature Designs Processes Inventions, etc.

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University of Minnesota Law School Contracts Drafting Seminar Spring 2011

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  1. University of Minnesota Law SchoolContracts Drafting SeminarSpring 2011 March 22, 2011 Class 9 Adjunct Associate Professor Helen Winder

  2. Intellectual Property Agreements Intangible property = special considerations What is I.P.? Art Literature Designs Processes Inventions, etc.

  3. Types of Agreements • NDA - protects and limits • License - grants use • Assignment - transfers property

  4. NDA, IP AgreementsElectronic Signatures Making traditional concepts work in new business environments and media: On line shopping Cloud computing Paperless transactions Virtual offices

  5. NDA’s • Who? • What? • When? • Why?

  6. NDA’s • Agreement between Disclosing party and Receiving Party • Protection of confidential information/trade secrets • Before disclosure

  7. Types of NDA’s • Mutual • One Way • Employee

  8. Agreement needs…. • Name parties - Disclosing and Receiving • Define Confidential Materials • Set out obligations • RP not to disclose • Others sign NDA’s • Restrict access

  9. Agreement needs… • No copying/dissemination without express permission • Protections Discloser must also protect

  10. NDA, cont…. • Exceptions • Public Domain through no fault of recipient • Disclosed by owner to third party without restriction • Already in possession of recipient before NDA signed • Lawfully disclosed by third party to recipient without an obligation of confidentiality • Independently developed by recipient • Where disclosure required by law

  11. Sample Documents • One Way NDA • Mutual NDA • Employee NDA

  12. License • Grants use rights but not ownership • Exclusive/Nonexclusive • Recite “Not a sale or assignment of ownership but merely right to use…” • Know your IP before you grant use • Software source code v. add on code

  13. License AgreementCommonly used provisions…. • Scope of grant • Scope of use • Exclusivity • Payment/Royalties • Control/Audit rights • Prohibited uses • Transfer/Sublicense • Escrow/Source Code rights

  14. Warranties • Infringement • Indemnity • Limits of liability • Support services • NDA • Enforcement/Remedies • Termination • Government restrictions

  15. EULA’s Review examples

  16. Assignment Agreements Transfers ownership rights • Scope of transfer • Scope of use • Conditions • Payment/Royalties • Prohibited uses • Government restrictions

  17. Transfer restrictions • Duration • Warranties • Indemnity • Limits of liability • Infringement

  18. Electronic Signatures • Unified Electronic Transaction Act UETA • Minn. Stat. Ch. 325L • Verifiable signatures under the statute: • Click through • Encryption • Fax • Scan • Iris ID • PKI

  19. EDI Agreements • Electronic Data Interchange • Who uses EDI? • Concerns? • Battle of forms • Transmission failure/duplicates • Technology compatibility • Outside references • No written agreement

  20. Burlington EDI Review document

  21. Telecommunications Services Agreements • Voice • Internet • Networking • Device Management • IT engineering • Hosting/Data Center

  22. Telcom… • Know your needs • Know the vernacular • Newton’s Telecom Dictionary

  23. Telcom Agreement Provisions • SLA’s/Credits • Early Termination Liabilities • Construction/Implementation Periods • Online Terms and Conditions • Billing Disputes

  24. More Telcom…. • Rate reviews • New Technologies • Tariffed Services • Force Majeure • On-Net and Off-Net Services

  25. Next week • Mid Term Assignments due • Settlements and Releases

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