Class 9 (Technology Transactions)

Class 9 (Technology Transactions) - Business 320 (Business...

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Business 320 (Business Law) SPRING 2011 Jordan Breslow Class 9 TOPICS COVERED 1. Stock option backdating explained 2. Insider trading explained 3. Analyzing a technology transaction – a contract and a license for the development of custom software Scenario: Our startup, Muze.com, needs a computer program that will support our service. It has to manage uploaded mp3s, index them and store them; then it must correlate them with uploaded JPGs and create a video/slide show and post it to customer’s account. The program has to include statements signed by users saying they have permission to upload the content. The program also has to screen for obscene content and child pornography. Finally, it has to bill the customer and process credit card payments. No off-the-shelf software does this, so we are going to hire Melissa & Associates to create the program for us. Terminology Source Code Escrow Licensor, Licensee Request for Proposal (RFP) Specifications Exclusivity First Sale Doctrine CPU license, Network license, Site License, Enterprise License Indemnification Technology licenses Why a “license” and not a “sale?” Parties: licensor, licensee Sublicensor? Sublicensee? What is in a license? 1
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Scope subject matter use geography time Exclusivity Restrictions Copying Reverse engineering Etc. Transferability First Sale Doctrine Copyright Act, Sect. 109. Limitations on exclusive rights: Effect of transfer of particular copy or phonorecord (a) Notwithstanding the provisions of section 106(3) [17 USCS Sect. 106(3)], the owner of a particular copy or phonorecord lawfully made under this title [17 USCS Sects. 101 et seq.], or any person authorized by such owner, is entitled, without the authority of the copyright owner, to sell or otherwise dispose of the possession of that copy or phonorecord. [Controvery: what about renting records? Software? Led to amendments: Record Rental Amendment of 1984 and the Computer Software Rental Amendments Act of 1990.] (b)(1)(A) Notwithstanding the provisions of subsection (a), unless authorized by the owners of copyright in the sound recording or the owner of copyright in a computer program (including any tape, disk, or other medium embodying such program), and in the case of a sound recording in the musical works embodied therein, neither the owner of a particular phonorecord nor any person in possession of a particular copy of a computer program (including any tape, disk, or other medium embodying such program), may , for the purposes of direct or indirect commercial advantage, dispose of, or authorize the disposal of, the possession of that phonorecord or computer program (including any tape, disk, or other medium embodying such program) by rental, lease, or lending , or by any other act or practice in the nature of rental, lease, or lending. Nothing in the preceding sentence shall apply to the rental, lease, or lending of a phonorecord for
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Class 9 (Technology Transactions) - Business 320 (Business...

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