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Acceptance
In contract law, acceptance refers to the mutual understanding of terms in a contract that both parties agree to uphold. Acceptance occurs after an offer has been made to the "receiving party" in contract negotiations. Once the party has accepted the offer, agreement to the terms of the contract occurs.
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Actionable
The term used to describe when an event or action violates a person's legal rights. An actionable event often serves as the basis for a lawsuit or other court action.
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Adhesion Contract
A type of contractual agreement that commits a party to fulfill an action or condition over which he or she has no control.
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Age of majority
The legal age when a person is considered to be mature enough to understand the full consequences of his or her actions and be held accountable. In most cases, the age of majority is 18.
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Agency
The relationship between two parties in which one party (the agent) agrees to act on the behalf of another party (the principal) and is subject to the hiring party's control. In this type of relationship, the principal is legally bound by the words and actions of his or her agent. This type of relationship is formed when there is a duty of the agent to act primarily in the interests of the principal's well being. Agency relationships often occur in employer/employee dealings.
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Agency Law
A specific genre of the law that defines and regulates relationships between parties involved in working situations.
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Agent
The person in an agency relationship legally authorized to act on the behalf of another party (generally referred to as the hiring party or principal) in the interests of that person's well-being. Agents have the power to create legally binding relationships and obligations for the principal.
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Agreement
Agreement is one of the four basic criteria required to form a legal contract. It is the legal term used to describe what happens when both parties in a contract understand the offer and the terms they are accepting. Agreement is often referred to as a "meeting of the minds."
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Assignment of Copyright
An assignment of copyright occurs when the copyright holder legally transfers one or more of his or her exclusive rights in a work to another party. While an assignment resembles a license to use a work, the difference is that the rights in an assignment of copyright are contractually transferred to another party permanently, while a license merely allows another party to use the work for a previously agreed-upon duration.,
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Breach of Contract
An action or omission of information by one party that invalidates the performance of his or her duties in a contractual agreement.
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Categorical Imperative
In Immanuel Kant's universalization test for ethical behavior, the categorical imperative is any action undertaken by a person that can be seen as an ethical or good action when applied to a larger population.
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Clean Room Defense
A method used by firms to avoid copyright infringement claims when producing a product. The clean room defense involves isolating a set of developers in a room in which they have no access to external materials or any copyrighted works. The developers are then required to create the product using a list of several specific functional requirements.
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Common Law
The portion of the law derived from customary actions or judicial decisions in both English and U.S. courts. Common law is not derived from any legislative decrees or laws. Judicial rulings are considered to be common-law statutes.
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Confidentiality Agreement
A legally binding agreement between two parties (usually an employer and employee) that prevents one of the parties from discussing or revealing specific information, such as trade secrets, to outside parties.
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Consideration
Consideration is any action or item of value that motivates a party to enter into a contractual agreement. It can be anything from money to a good or service. It can even be a promise to perform an act (or in some cases not to perform an act). Consideration is one of the four main elements of a contract. In order for a contract to be legally binding, consideration must be present.
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Constructive Condition
A court-imposed condition or event that must be fulfilled before the performance of a contract.
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Contract
A contract is an agreement between two or more parties stipulating a promise of performance (or nonperformance, in some cases) of an act in the near future. A contract gives all parties involved the right to seek legal recourse for any nonfulfillment of the required duties or promises. To create a legally binding contract, the contract must contain each of the following elements: two or more mentally sound parties with contractual capacity, consideration, agreement, and a legal purpose.
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Contractual Capacity
The legal term that refers to a party's ability to enter into a contract. The party's state of mind, legal age, and conduct can often affect his or her ability to enter into a contract. A combination of all of the aforementioned facts determines a persons contractual capacity.
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Contractual Condition
A court-imposed event or action that must be fulfilled before the performance of contractual duties can be completed.
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Copyright
A legal privilege given to a creator of an original, tangible work that allows him or her to control the reproduction, performance, display, and distribution of the work for a limited period. The 1976 Copyright Act also allows the copyright holder to control any adaptation of the copyrighted work or any derivative work. The Copyright Act of 1976 protects nine specific forms of work: - Literary works
- Musical works
- Dramatic works and any accompanying music
- Pantomimes and choreographic works
- Pictorial, graphic, and sculptural works
- Motion pictures and other audiovisual works
- Sound recordings
- Architectural works
- Computer programs
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Copyright Protection Measure
Any technological measure or device that controls access to a copyrighted work. A copyright protection device can be anything from a digital watermark to an encoded file.
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Corporation
A popular type of business organization consisting of a number of owners called shareholders who all own a small portion, or share, of the company. While corporations can be either publicly or privately owned, both types are controlled by a board of directors appointed by the shareholders. The board of directors controls the day-to-day functions and operation of the corporation. Corporations allow shareholders to limit their legal liability in the company by making shareholders responsible for what they invest in the corporation. One main disadvantage to the corporate business structure is that all company profits are subject to double taxation.
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Counteroffer
An action in which the person receiving an offer (offeree) responds to the original offer by rejecting the terms and at the same time making a new offer.
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Derivative Work
Any new work that is based on copyrighted material from a pre-existing work. This can be anything from a translation to a dramatization or musical accompaniment. A derivative work can also include any editorial revisions or modifications of an original work.
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Digital Millennium Copyright Act (DMCA)
Signed into effect on October 28, 1998, the Digital Millennium Copyright Act (DMCA) is an addendum to the 1976 Copyright Act, which provides special protections for digital artifacts. The two main provisions of this statute limit liability for Internet Service Providers from actions of their subscribers and set aside special protections for works that use technical protection measures (or copyright protection devices).
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Disclosed Principal
The hiring party in an agency relationship whose identity is known by any party with which the agent conducts business.
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Employee
Under copyright law, defining employment status is a complex conundrum. While most people would define an employee as a person who provides services for an employer in return for some form of compensation, this definition also fits the legal requirements for an independent contractor. In order to clearly define a person's employment status, the courts have developed several questions that assist in determining employment status. If you tend to answer yes to the majority of the following questions, it is usually pretty safe to say that you are considered an employee: - Did the hiring party have the right to control the manner and means by which the product is accomplished?
- Did the person have to acquire a high level of skill on his or her own time to perform the job, such as a painter or sculptor?
- Were the instruments and tools used in the job provided by the hiring party?
- Did the hiring party furnish a place of business for the person to work?
- What was the duration of the relationship between the two parties?
- Did the hiring party have the right to assign extra work to the contractor?
- What was the extent of discretion that the hiring party had over the work?
- How was the party paid?
- Did the hiring party treat the person as an employee for tax purposes?
- Was the work part of the regular business of the hiring party?
- Were employee benefits provided?
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Encryption
The process of protecting data by translating it into a format that is impossible to decipher without the use of a password or key.
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Exclusive License
An agreement between the copyright holder and another party that permits the party to be the only entity allowed to use a specific piece of copyrighted material in a previously agreed-upon form. According to the 1976 Copyright Act, an exclusive license must be in a written form to be valid.
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Express Condition
An event or action stipulated in a contract that must be fulfilled before the performance of a contract can occur.
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Fair Use
An exception to the 1976 Copyright Act derived from the Constitution that allows people to use copyrighted works for the greater good of society.
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Fiduciary Relationship
In agency law, this is a type of legal relationship in which all of the parties involved recognize that there is a legal duty of an agent to act primarily in the interests of the principal's well being. A fiduciary relationship establishes that there is a certain amount of trust and confidence between the agent and the principal.
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Fixed Work
In copyright law, fixation is one of the two criteria that must be fulfilled to qualify for a copyright. According to the 1976 Copyright Act, a work is deemed fixed when it can be seen in a nonchanging form for longer than a brief period of time. A fixed work can be anything from a work that is displayed/stored in the Random Access Memory (RAM) of a computer to something in a more permanent form, such as paper.
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Frustration
In contract law, frustration occurs when outside events make it impossible to fulfill the contractual agreement. Frustration can be a legally acceptable reason to invalidate a contractual agreement.
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General Partnership
A common type of partnership between two or more parties in which all parties are treated as legal equals and they share all profits and liabilities equally.
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Impracticability
In contract law, impracticability occurs when outside events occur that would make the performance of the contract pointless.
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Independent Contractor
Under copyright law, defining employment status is a complex conundrum. In most cases, an independent contractor is a person who performs services for a client in exchange for a set fee. Independent contractors generally retain their autonomy as a separate business from the client, use their own material to perform a job, and pay their own social security taxes. Before you assume that you are either an independent contractor or an employee, it is best to take a look at the list of factors compiled by the Supreme Court to determine one's employment status. If you tend to answer "no" to the majority of the following questions, it is usually pretty safe to say that you are considered an independent contractor: - Did the hiring party have the right to control the manner and means by which the product is accomplished?
- Did the person have to acquire a high level of skill on his or her own time to perform the job (such as a painter or sculptor)?
- Were the instruments and tools used in the job provided by the hiring party?
- Did the hiring party furnish a place of business for the person to work?
- What was the duration of the relationship between the two parties?
- Did the hiring party have the right to assign extra work to the contractor?
- What was the extent of discretion that the hiring party had over the work?
- How was the party paid?
- Did the hiring party treat the person as an employee for tax purposes?
- Was the work part of the regular business of the hiring party?
- Were employee benefits provided?
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Infringement
A legal term that describes a violation of a copyright holder's protected rights. Any unauthorized copying, distribution, display, or performance of a copyrighted work constitutes infringement. If the unauthorized use of the work does not fall under the fair use policy, a person has violated the rights of the copyright holder and is guilty of infringement.
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Internet Service Provider
According to the Digital Millennium Copyright Act, an Internet Service Provider is any entity that offers transmission, routing, or connections for digital online communications that allow a user to transmit material of the "user's choosing" without any modification to that content.
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Joint Work
An original work prepared by two or more authors in which the contributions of each author are merged to form a single work. In cases of joint work, all of the authors hold equal rights to file for copyright.
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Lanham Act
A specific section of the U.S. federal code that regulates federal trademark and servicemark law.
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License
An agreement between a copyright holder and another party in which the copyright holder permits a party to use the copyrighted material in exchange for something of value. Under the 1976 Copyright Act, copyright holders are entitled to award both exclusive and non-exclusive licenses for their work.
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Limited Liability Corporation
A popular genre of business organization that melds the tax advantages of a partnership with the limited legal liability offered by a corporation.
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Merger
In copyright law, merger occurs when an idea and the expression of an idea are so intertwined that it is difficult to separate the idea from the expression of the idea.
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Non-exclusive License
An agreement between a copyright holder and another party that gives the party permission to use the copyrighted work in certain forms. A non-exclusive license allows the copyright holder to grant the privilege to use the work in certain situations to several parties at one time.
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Offer
An oral or written proposal to enter into a contractual agreement with another party.
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Originality
One of the two standards that a work must meet before it can qualify for copyright protection. According to the 1976 Copyright Act, a work is considered to be original if it is the result of the author's mind. As long as the work is not copied from another work or factual information, it can be considered original.
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Partially Disclosed Principal
The hiring party in an agency relationship whose identity is known by the agent, but not by the party with which the agent is doing business. While both parties understand that the agent is acting on behalf of another party, in this case the partially disclosed principal, the identity of the principal is not revealed.
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Partnership Agreement
A contractual agreement, oral or written, between two our more individuals that legally binds the parties to a partnership.
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Patent
An intellectual property genre, offered to inventors under a federal statute called the Patent Act, that protects inventions, ornamental designs, and business methods from being used, manufactured, or sold without the permission of the patent holder. To obtain a patent, one must demonstrate that the object or method being patented is both unique and non-obvious. The main difference between a patent and a copyright is that patents protect both the idea and expression of the idea for a limited period of time. The patent owner has the right to exclude others from producing, selling, and even using the patented product during the life of the patent.
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Performance
In contract law, this term refers to the fulfillment of a person's duties arising out of a contract with another party.
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Personal Property
Any type of movable property belonging to a particular person. An example of personal property would be a necklace or even money.
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Promissory Estoppel
A legal term used to describe a situation in which one party makes a promise that encourages another party to rely on the promise and perform an action that could be detrimental if the promise is not fulfilled.
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Publication
In copyright law, publication refers to the distribution of an original work to the general public. While a work may be released to the public, authors can sometimes restrict the viewing of the work or stipulate that the contents not be disclosed to the general public. Under current copyright law, publication requires that the general public has complete, unrestricted access to the material.
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Public Domain
A creative work, invention, or symbol that no longer falls under the protection of any intellectual property provisions falls into the public domain, or the legal state in which the public has unlimited rights to the material. Works that are in the public domain are available for use without any threat of infringement.
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Real Property
One of the three legal classifications for property that deals with land, items attached to land, or structures on land. Real property can be anything from a shed to a commercial building.
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Reverse Engineering
The process of decompiling or disassembling a copyrighted product to figure out how the product works and then applying that knowledge to create another product. Reverse engineering can be a defense to copyright infringement.
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S Corporation
An s corporation, or a shareholder's corporation, is a type of business organization that allows its owners to receive the corporate benefits of limited liability while avoiding double taxation.
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Safe Harbor Act
A provision of the Digital Millennium Copyright Act (DMCA) that limits Internet Service Providers' liability in certain copyright infringement lawsuits in which they are being sued for the actions of their subscribers.
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Servicemark
Words or symbols used in business practices to distinguish one service provider from another. Servicemarks are awarded to service providers, while trademarks are associated with providers of goods.
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Sole Proprietorship
A type of business organization owned and operated by an individual. In a sole proprietorship, the owner is responsible for all liabilities taken on by the business.
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Subagent
A person hired by an agent to perform additional work for a principal in an agency relationship.
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Substantial Similarity
A legal term developed by the courts to help one determine whether a work infringes on a copyright. Substantial similarity occurs when a work resembles a copyrighted work to such a degree that the work infringes on the copyrighted material.
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Tangibility
One of the two standards that a work must meet before it can qualify for a copyright. Under the 1976 Copyright Act, a tangible work is one that stays in the same shape for more than a transitory period of time. Tangibility basically requires a work to be recorded into a form that can be communicated. This can be anything from a work written on paper to a work displayed in the Random Access Memory (RAM) of a computer.
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Trademark
Words or symbols that are used in business practices to distinguish one brand from another. A trademark is associated with providers of goods, while servicemarks are awarded to service providers.
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Trade Secret
An intellectual property protection designed to safeguard any "secret" information or formula that may give a firm a competitive advantage in business practices.
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Undisclosed Principal
The hiring party in an agency relationship whose identity is known by the agent, but unknown to the party with which the agent is doing business. In this type of relationship, the party with which the agent is doing business has no knowledge of the principal's identity and believes that the agent is acting on his or her own behalf in a transaction, not on the behalf of a principal.
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Unilateral Mistake
In contract law this term applies to a situation in which one of the parties entering into a contract misunderstood the factual information that is the basis of the contractual agreement and believes he or she has agreed to something else. While mutual mistake is often a device used to invalidate a contract, very rarely do courts allow unilateral mistake to invalidate a contractual agreement.
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Vicarious Liability
Under agency law, this is the concept that attributes the legal actions and behaviors of an agent to his or her principal.
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Work Made for Hire
A work prepared by an employee for his or her employer that falls within the scope of the employee's employment, or a work specially ordered or commissioned in certain cases by another party. The Copyright Act of 1976 further defines instances in which a commissioned work is considered to be a work made for hire. If the work was commissioned or specially ordered from the author, the work must fall into one of the following categories to be considered a work made for hire: - Part of a motion picture or other audio visual work
- A translation
- Supplementary work
- A compilation
- An instructional text
- A test or answer material for a test
- An atlas
While the employee or original author created the work, the employer is generally considered to be the author of a work made for hire and holds all copyright privileges.
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Work of Visual Art
A painting, drawing, print, photographic image, or sculpture of which there exists fewer than 200 copies. Under the Copyright Act of 1976, a work of visual art cannot be a work made for hire .
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