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TECHNOLOGY CONTRACTS GLOSSARY
A B C D E F G H I J K L M N O P Q R S T U V W X Y Z
Fair Use
Exceptions to the exclusive rights provided by Copyright law, for example for scholarly or critical uses. In the U.S., fair use is defined by four factors in the U.S. Copyright Act, 17 United States Code Section 107, as well as court cases.
Field of Use
A provision in a License that limits the exercise of the License to certain uses (e.g., for use with certain types of equipment but not with others, such as home audio equipment versus professional audio equipment used in theaters). Most often used in Patent Licenses.
Force Majeure
An event or condition that prevents one or both parties from performing the contract, such as war, epidemic or failure of communications facilities. Force Majeure may excuse a party’s non-performance under the law and if specified under a contract.
Formation of Contract
Three elements are needed to form a contract: (a) an offer by one party of all Material terms to a contractual relationship; (b) clear acceptance by the the other party(ies) of the offer; and (c) an exchange of Consideration. There are a few exceptions to this general rule, but they generally don’t apply to technology transactions.
FOSS
Free and Open Source. A more precise and lawyer-like word for Open Source Software. (Although the term “Open Source Software” does not necessarily include code other than source code, i.e., object code, this glossary uses Open Source Software interchangeably with FOSS, for ease of understanding by readers.) See Open Source Software.
FOSS License
See Open Source License.
Further Assurances Clause
An agreement by one party to take further actions requested by another party. It is used in short term agreements or short form Assignments in case one party needs future assistance from the other party. For example, a further assurances clause is used in an Independent Contractor Agreement or Assignment of Intellectual Property in case the hiring party needs the contractor to sign a document (such as a patent application) after the project is completed.
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