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______________________________________________________________________________Stewart McKelveyDoing Business in Atlantic CanadaCHAPTER 10 – TECHNOLOGY LAWThe previous chapter on intellectual property is relevant to almost all commercial aspects of technologylaw. For example, a computer program may have copyright in its instruction manual, source code, objectcode, musical works and its text and graphic designs. The same computer program may contain apatented process, an integrated circuit topography and may be sold under a particular trade-mark.Licences and AssignmentsFrequently, the technology protected by intellectual property rights is licensed or assigned to others foruse. An assignment is a transfer of ownership rights from one party to another; whereas a licence doesnot transfer any property interest or title to the work to the licensee. A licence is a contract that allowssomeone to use the work on the terms and conditions set out in the licence. A licence can be structuredso that it is non-exclusive, allowing the licensor to grant as many licenses as it chooses to differentparties. Limited time frames, usage rights, territorial restrictions and other terms and conditions can beplaced on the licence. With an assignment, the original rights of the owner are generally lost. Federalregistries such as the Trademarks Registry and the Copyrights Registry should be notified of transfers ofownership of registered intellectual property rights. Certain transfers must be documented in writing inorder to be valid.Confidentiality AgreementsConfidentiality agreements are frequently used as a tool to protect technology. They may be used toensure that information an employee obtains through his or her employment is kept confidential. Theymay also be used to protect information that is disclosed to third parties.For example, assume that a company has created software that makes people look younger inphotographs than they actually are. The company may wish to license this software to a cameramanufacturer. The camera manufacturer will likely want to try out the software before it agrees to licenseit. In order to protect the company’s interests, it would be prudent to have the camera manufacturer signa confidentiality agreement before supplying them with the software.An issue also arises with respect to technical assistance. Frequently when software is licensed toanother party, information needs to be disclosed so that the licensee can fix whatever problems arise withthe use of the software. Again, this can be dealt with by an appropriately worded confidentialityagreement.It is important to define what is meant by “confidential information” at the outset of the confidentialityagreement. Unless confidential information is clearly identified, it will be difficult to know what tradesecrets and other information are protected from unauthorized disclosure. In fact, most litigation in thearea of trade secrets or confidential information arises in situations where neither party is clear as to whatwas the trade secret or confidential information. It is also important to identify the purpose for which theconfidential information is being disclosed and the permitted uses of the confidential information. Theseprovisions are important so that the parties fully understand the scope and their respective obligationsand responsibilities under the agreement. Intellectual property rights and ownership in and to theconfidential information should also be addressed so that third parties receiving such information do notcreate patent positions derived from that confidential information.Electronic Information and e-ContractsBusiness transactions are frequently accomplished using electronic media. Most contracts made throughelectronic media such as e-mail and “click wrap” agreements (agreements where acceptance isexpressed by touching or clicking on an icon or computer screen) are treated the same as contractsmade through non-electronic media and are considered equally enforceable provided that they meet thegeneral requirements of contract law. However, there are certain documents such as wills, documentsPage 53