UNIT 10 SEMINARIO DE INGLES JURIDICOOctubre 2016

Perez del Viso/ Muñoz Luna

SOME CONTRACT CLAUSES:• Intellectual property clauses• Retention of title clauses.• Warranty, indemnity.• Force majeure

INTELLECTUAL PROPERTY CLAUSES

• An IP clause in a contract deals with Intellectual property rights. The contract clearly states which of the parties owns any creative work, such as writing, music or designs.

TO ASSIGN ALL IP RIGHTS // TO GRANT A LICENCE

• 1) ASSIGNMENT OF IP RIGHTS: the party who created a song really wants the other party to HAVE OWNERSHIP of it. To transfer ownerships == To “ASSIGN” all IP rights. In that case the songwriter cannot give permission to anyone else to use the song.

• 2) TO GRANT A LICENCE: The creator only agrees to grant a licence, to USE the song. It only means “permission to use the song”, but the creator remains “the owner”. You may grant a licence to a company and then, grant a licence on the same song to another one.

IP RIGHTS- ASSIGNMENT / GRANT A LICENCE. VOCABULARY

ASSIGNMENT• ASSIGNOR• ASSIGNEE

TO GRANT A LICENCE• LICENSOR/ GRANTOR• LICENSEE / GRANTEE

ENCUMBRANCE • Encumbrance implies any charge on a

property. In case a property has been kept as security against some loan, then a charge is created in the form of encumbrance. In case one is purchasing such a property, one must ensure that he/she gets a "no encumbrance certificate" to ensure that the property does not have any outstanding loan of repayment of the outstanding loan falls on the new owner of the property.

ENCUMBRANCE • Encumbrance implies any charge on a

property. In case a property has been kept as security against some loan, then a charge is created in the form of encumbrance. In case one is purchasing such a property, one must ensure that he/she gets a "no encumbrance certificate" to ensure that the property does not have any outstanding loan of repayment of the outstanding loan falls on the new owner of the property.

BREACH A CONTRACT/ INFRINGE COPYRIGHT• A contract clause that deals with IP rights

usually states what will happen when there is an INFRINGEMENT.

• Collocations: We breach a contract.We infringe an Intellectual property right or infringe a copyright.

RETENTION OF TITLE CLAUSE

• Retention of title clause (R.O.T. Clause) can be found in a contract for the sale of ORDINARY GOODS, not IP RIGHTS.

• In R.O.T. clause, one party agrees to provide some goods to the other party, but it retains the ownership on the goods provided.

• It implies a sensible precaution in relation to the pitfalls which may occur in the future.

GUARANTEE, WARRANTY AND INDEMNITY

• «GUARANTEE» is an umbrella (general ) term : it is a statement that one party gives to the other, ensuring that the contract will provide that party certain result.

• A WARRANTY is a type of guarantee that one party gives to the other. Ex: the machine hirer will warrant to the owner that he will return the machine in the same conditions.

• An INDEMNITY: a promise that one party makes to the other, to compensate the other party if there is any loss which arises from the contract.

FORCE MAJEURE

• Something that happens, that stops one of the parties from fulfilling his or her contractual obligations.

• Bad weather, a terrorist attack. • A F.M. clause protects the parties from these

unexpected circumstances, and describes the event as «unforeseeable» event.

FORCE MAJEURE

• «Supervening» event that is peventing the contract from being carried out.

• It is something that is unexpected.• It stops or interrupts an event or situation.• Lawyers describe an event like this as

«unforeseeable»• Ex: an «ACT OF GOD». Fire, Hurricane, flood or earthquake. (Acts Of God)

CATHERINE MASON. 2ND. EDITIONTOLES.

SOURCES: «The lawyer´s English language Coursebook»- unit 10 A.