11.1 Chapter 11 Technology Transfer: Employment, Service, and Distribution Contracts © 2003 by West Legal Studies in Business/A Division of Thomson Learning

11.2 Tangible vs. Intangible Property  Tangibles  Tangibles are exhaustible  Intangible  Intangible property is partially exhaustible (the original remains even when copied)  Intangibles can be exploited and distributed through supply chains

11.3 Employment Contracts: Employee’s Innovations  More innovation done by institutions than by individuals  Employer may claim ownership of innovations developed by employees  Assignment  Assignment provisions transfer ownership of innovations to employer

11.4 Employee’s Assignment of Innovations  Work made for hire  Works created by employees within the scope of their employment  Works created by independent contractors  Specially commissioned works  Master-servant and scope of employment

11.5 Employment Contracts: Restrictions on Competition  Employment-at-will  Covenants-not-to-compete  Reasonable restriction  Ancillary to an agreement  Inevitable disclosure doctrine

11.6 Employment Contracts: Fiduciary Duty of Loyalty  Conflicts of interest  Self-dealing  Duty to account  Confidentiality duty  Non-disclosure agreements

11.7 Termination of Employment Preparatory steps:  Elimination of conflicts of interests  Settling work rule disputes  Arbitration  Litigation

11.8 General Licensing Terms  Governmental privilege  Private license  Licensee and licensor  Licensing-out and licensing-in  Assignment  Grant  Sub-licensing

11.9 Compensation  Royalty  Residuals  Running royalties  License fee

11.10 Various Types of Licensing  Patents  Trade secrets  Copyrights  Software  Computer information  Trademarks

11.11 Franchises  Features of franchises  Control feature  Assistance feature  Supply feature  Types of franchises  Package franchise  Product franchise  Business-opportunity franchise

11.12 Internet Affiliations  Linking  When one website is connected to another  Framing  Displays parts of two websites simultaneously  Metatags  Hidden HTML codes that describe the website’s content to signal search engines

11.13 Leasing  Lease  Lessor  Lessee  Lease agreement  Sublease  Consumer lease  Finance lease

11.14 Computer Services and Development  Draft  Negotiations  Request for proposals  Creation of intangible property  Web hosting  Application service providers