Tech & Sourcing @ Morgan Lewis

When two parties come together to discuss a new idea or potential collaboration, the parties are usually operating under the protection of a non-disclosure agreement (NDA). If the parties decide to work together, they will most likely enter into a services agreement outlining their respective rights and obligations, including intellectual property (IP) ownership and commercialization rights. Occasionally, parties operating solely under an NDA may start collaborating in a way that’s not fully covered by the NDA prior to entering into a services agreement because they’re just not at that stage of the relationship yet. Regardless of whether the parties are ready to enter into such an agreement, if there is any potential for IP to be created in connection with such a collaboration (even if it’s fairly informal), the agreement between the parties needs to address the rights of each party with respect to any such IP.

Rights holders are almost always looking for ways to monetize the intellectual property (IP) that they own or license. For owners of rights in popular logos; characters from TV shows, movies, or video games; or similar IP, one way to generate a revenue stream is to enter into merchandise license agreements.

Non-fungible tokens (NFTs) have exploded in popularity over the past year. Use cases for NFTs have been growing as more industries are realizing the benefits they present. A report by blockchain specialist Chainalysis found that almost $41 billion was spent on NFTs in 2021—a number that is likely to continue growing.

The UK government is considering responses to its proposed reforms to auto-subscription rules for consumer contracts, as part of a broader consultation on reforming UK competition and consumer policy.

The Intellectual Property Office (IPO) in the United Kingdom just closed a consultation on policy options for changes to patent and copyright legislation to better protect technology created by artificial intelligence (AI).

As 2021 comes to a close, we have once again compiled all the links to our Contract Corner blog posts, a regular feature of Tech & Sourcing @ Morgan Lewis. In these posts, members of our global technology, outsourcing, and commercial transactions practice highlight particular contract provisions, review the issues, and propose negotiating and drafting tips.

The Court of Justice of the European Union (CJEU) has held in Case C-410/19 The Software Incubator Ltd v Computer Associates (UK) Ltd that the supply of software by electronic means, where accompanied by the grant of a perpetual user license in return for a fee, could constitute a “sale of goods” for the purpose of defining a commercial agent under the EU Commercial Agents Directive (the Directive).

Companies are transforming legacy systems, implementing automation and artificial intelligence tools, embedding digital capabilities into their products, shifting to cloud solutions and leveraging technology to better connect to their customers, personnel, and third parties, all at an unprecedented pace. The focus on businesses to get to market faster, reach a broader audience and provide real-time interaction has in turn put pressure on legal and sourcing documents to keep up. The complexity and volume of the numbers of projects (and contracts) can be daunting — especially for companies that have not yet elevated the importance of the technology law function within their organizations.

If you are just wrapping your head around the concepts of virtual reality and augmented reality, it may be time to get past the learning curve, as more technology companies are talking about creating the “metaverse.”

On September 2, 2021, the US District Court for the Eastern District of Virginia granted the United States Patent and Trademark Office’s (USPTO’s) motion for summary judgement, finding that an artificial intelligence (AI) system cannot be named as an inventor on a patent.