UCITA Revealed
August 20, 2003
UCITA was drafted as a revision to the UCC ' a body of law adopted in almost every U.S. state that aims to ensure consistency in rules governing contract laws. After losing the support of the American Law Institute, the National Conference of Commissioners on Uniform State Laws adopted the proposed new article as a freestanding uniform act (UCITA), rather than as a new article to the UCC, and proposed the uniform law be passed in all 50 states.
DEVELOPMENTS OF NOTE
August 19, 2003
The Small Webcaster Settlement Act (Pub.L. 107-321) became law in December. It provides for alternative royalty-rate setting among certain small and noncommercial Webcasters by agreement with receiving agent designated by the copyright office to accept royalty payments for works covered by sound recording copyrights.
Maturing Internet Leads to Fewer Domain-Name Squabbles
August 19, 2003
The wild wild Web is getting tamed. Cybersquatters no longer freely roam its highways looking for easy marks and trademark owners who once went after anyone who crossed their path are now choosing their battles much more carefully.
e-Commerce DOCKET SHEET
August 19, 2003
A notice accompanying packaged and downloadable software purporting to restrict purchasers from publishing product reviews or disclosing benchmark test results without seller's permission is unenforceable and may be sanctionable under New York law prohibiting deceptive business acts and practices (People v. Network Associates Inc., No. 400590/02, N.Y. Sup. Ct. N.Y. Cty. Jan. 14, 2003).
Don't Settle For Just a Warranty
August 19, 2003
Software license agreements can appear deceptively easy to draft, particularly in an age when form contracts are readily available. The danger, however, lies in overlooking subtleties that truly define parties' contractual intentions and obligations. If the licensee will be paying for custom software or modifications to pre-existing software, then warranties will play a particularly important role.
Hotline
August 19, 2003
Recent developments of interest to corporate counsel.
Litigation Traps in Purchasing a Business
August 19, 2003
When prospective purchasers of businesses don't perform a thorough due diligence on the sellers, the result can be unneeded and protracted litigation. Due diligence should include investigation into trade secrets, other potential purchasers, covenants not to compete, seller's liabilities and insurance coverage. The purchaser should consider all 'what ifs' including claims and remedies during the due diligence period. What if the seller defaults? What if the seller breaches the representations and warranties? What if the seller violates the covenant not to compete? What if the seller discloses or has already disclosed to others acquired trade secret information? Paying too much too early to a seller without substantial assets or sufficient holdbacks are red flags. In the event of a seller's breach and purchaser's lawsuit, any resulting judgment may be uncollectible.
