Intellectual Property: Glossary of Terms

Best Efforts – Highest level of legally required attempt.

Confidentiality Agreement – A legal document executed prior to sharing confidential information in order to protect Intellectual Property rights. Similar to a Non-Disclosure Agreement (NDA).

Conflict of Interest – May occur when one party has a relationship with an outside organization and is therefore in a situation that would allow undue, adverse or improper influence or impact on the other party.

Consideration – Payments in any form. May be cash, assets, equity ownership or any other thing of monetary value.

Exclusivity – The right of the Licensee to use the intellectual property to the exclusion of other parties, typically within a given, defined channel of trade, country or region.

Infringement – Unauthorized use of an innovation or work.

Intellectual Property Infringement – Unauthorized use of Intellectual Property.

Joint Ownership – Ownership rights shared by two or more persons or entities.

License Agreement – An agreement specifying the terms and conditions regarding the development, manufacturing, selling, distribution or other use of certain intellectual property. Typically includes a defined length of time. Includes rights, prohibited uses, limitations and other legal and commercial terms and conditions.

License Fee – The consideration paid or granted by the licensee to the licensor for the rights granted under the given license agreement.

Licensee – The purchaser or acquirer of certain license rights in and to a certain piece of intellectual property.

Licensor – The grantor of a license; the owner or rights holder of the intellectual property being licensed.

Non-Disclosure Agreement – Protects confidential information by requiring that the information revealed be kept in confidence. Limits use or distribution of the information revealed and establishes legal liability for unauthorized use or exposure of information revealed. Referred to commonly as an “NDA”. Can be protective of only one party’s confidential information, or can be mutual.

Non-Exclusivity – Grant of rights under the license agreement are non-exclusive for the given licensee, meaning the licensor can license the same/similar intellectual property to a third party.

Option Agreement – Establishes the right of one party to take an interest in another’s. These agreements are intended to allow a potential licensee to evaluate an invention, technology or other intellectual property (like a television show format) prior to signing a standard license agreement.

Reasonable Efforts – Minimum legally required attempt. Subjective based on the issue.

Right of First Refusal – An agreement or clause giving a specific entity the first right, usually under a specific time period, to negotiate a license for an invention or other intellectual property.

Work Made for Hire – Any work created by an employee when conducting their employment duties. Provided that the employment agreement or other agreement sets out ownership in sufficient detail, ownership of works made for hire resides with the employer. May also refer to a work by a consultant or contractor if their consulting or Contractor Agreement specifies (in writing) ownership rights to the contracting entity.