trade secrets law

nondisclosure agreement

A legally binding contract (also known as an NDA or confidentiality agreement) in which a person or business promises to treat specific information as a trade secret and not disclose it to others without proper authorization. Nondisclosure agreements are often used when a business discloses a trade secret to another person or business for such purposes as development, marketing, evaluation, or securing financial backing. A nondisclosure agreement will not protect trade secrets if the trade secret owner has not taken reasonable steps to keep the information secret.

Fixed in a Tangible Medium of Expression

Under the Copyright Act, a work is fixed in a tangible medium of expression "when its embodiment in a copy or phonorecord, by or under the authority of the author, is sufficiently permanent or stable to permit it to be perceived, reproduced, or otherwise communicated for a period of more than transitory duration. A work consisting of sounds, images, or both, that are being transmitted, is 'fixed' . . .

Fair Use

A copyright principle that excuses unauthorized uses of a work when used for a transformative purpose such as research, scholarship, parody, criticism, or journalism. When determining whether an infringement should be excused on the basis of fair use, a court will use several factors including the purpose and character of the use, amount and substantiality of the portion borrowed, and effect of the use on the market for the copyrighted material. Fair use is a defense rather than an affirmative right -- that is, a particular use only gets established as a fair use if the copyright owner decides to file a lawsuit and the court upholds the fair use defense.

Exclusive License

A written contract in which the owner of a patent, copyright, trademark, or trade secret authorizes, for a limited time, someone (the licensee) to exclusively exercise one or more of the rights. For example, the copyright owner of a comic book may exclusively license the video game rights to a game company. Once a license terminates, the owner regains the rights. Compare: assignment

Cease and Desist Letter

A cease-and-desist-letter is a cautionary letter sent to an alleged wrongdoer describing the alleged misconduct and demanding that the alleged misconduct be stopped. A cease-and-desist letter provides notice that legal action may and will be taken if the conduct in question continues. Such letters are usually written by attorneys and are often sent to stop alleged or actual infringement of intellectual property rights, such as copyrights, trademarks, and patents.

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