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CONTRACT LAW

Contracts are simply binding promises that the law will enforce. Contracts may be either verbal or in writing, although it is certainly much easier to prove the existence of a contract if it has been reduced to writing. In some instances the law will only recognize a contract if the contract has been memorialized in a written agreement. For example, most jurisdictions have statutes of frauds provisions that require that certain transactions, i.e., real estate, be memorialized in writing. A transfer of copyright ownership (which encompasses an assignment, mortgage, exclusive license, or any other conveyance, alienation, or hypothecation of a copyright or of any of the exclusive rights comprised in a copyright) must also be memorialized in writing. See 17 USC § 204.

A contract represents the agreement reached between two or more parties, so the specific rights and obligations undertaken and assumed by the parties can largely be negotiated by the parties. Although certain core contract provisions are typically present in any contract, specialized situations may require additional contractual provisions.

The terms "license" or "technology transfer agreement" are typically used to describe a contractual relationship that is formed where the underlying rights being transferred are related to intellectual property assets of one type or another. As with most contracts, there is no one-size-fits-all form. What is an acceptable agreement for one group of parties may be unacceptable to another group.



PowerPoint Presentation:

Due Diligence: Acquiring IP Assets
Contributed by Nixon Peabody LLP
By: Peter H. Durant and Dan O. Offner 
 

Do Predictions Come True?
KSR, eBay, and the Real Impact on Patent License Negotiations
 

Contributed by: Nixon Peabody LLP
Originally published: July 2008
By: Nicholas G. Papastavros and Maia H. Harris

In 2006 and 2007, the U .S. Supreme Court decided a series of cases which many commentators predicted would change the playing field of patent law and give significantly increased leverage to entities and individuals accused of infringing patents in years to come.2 In eBay, Inc. v. MercExchange, LLC ,3 the Supreme Court scaled back the general rule that in the absence of “exceptional circumstances,” permanent injunctions preventing further use of technology should typically issue in the event that technology was found to infringe a valid patent. In KSR International C o. v. Teleflex, Inc.,4 the Court broadened the circumstances under which claims of a patent could be found obvious based on prior art, ruling that such a finding did not hinge on whether a . 

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