Contract Law Australia - Terminology Issues - Video

Sydney IP & contract lawyer, Noric Dilanchian, of Dilanchian and Associates, is the guy you want to have on your side if you need any IP law or contract law assistance.

The video below deals with terminology issues in drafting or changing technology or IP agreements. It is an extract from a lecture to lawyers in Sydney in August 2011 titled "Legal Methodology for IP Licensing & Commercialisation".

Put quite simply, these terminology issues lead to poorly drafted contracts.

This can be avoided by first doing preliminary work. Discussed here are three prerequisites for drafting and advising on technology and intellectual property contracts:

1. Intellectual Property Register
2. Documents Register
3. Documents Repository.

Once created, these items can be used to settle or define terminology used in a contract-based transaction.

For example, transaction-specific or contract-specific meanings can be given to the generic terms "Intellectual Property", "Technology" and "Intellectual Property Rights".



A terminology issue exists in a contract if key terms are not defined or are poorly defined. Terminology issues are commonplace in technology and intellectual property (IP) agreements. To be meaningful these types of agreements require good situation-specific definitions.

In the race to the money clauses parties and contract drafters should not overlook the subject matter from which money is to be made. Technology or IP needs definition. By itself the terms "intellectual property" or "technology" can mean lots of things. Yet many contract drafters overlook that ambiguity in the race to more exciting ownership, exclusivity, non-competition and royalty clauses.

The result is poor or no definitions, leading to poorly drafted contracts, misunderstandings, contract failure and litigation.

There is indisputable evidence for this in IT contracts. Experienced IT contract drafters report that an extraordinarily high percentage of IT contract disputes arise from bad or no functional or technical specifications. Specifications help define the subject matter, the technology.

Video credit: shot and edited by Michael Ney of Sensory Image.

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For professional information about protecting your business, please contact:

Dilanchian Lawyers & Consultants
The University Centre, 210 Clarence Street
Sydney NSW 2000 Australia
Tel (02) 9269 0229
Fax (02) 9269 0775
Email noricd@dilanchian.com.au
Web www.dilanchian.com.au

Liability limited by a scheme approved under Professional Standards Legislation.

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