BUSINESS & TECHNOLOGY CONTRACTING

This practice note aims to clarify how different countries—specifically the United States, Germany, England & Wales, and South Africa—handle ownership of intellectual property created by employees, highlighting that most favor employer ownership except Germany, which requires formal assignment and compensation to employees. It emphasizes the importance of clear employment contracts and IP assignment clauses for both employers and employees to define rights and responsibilities across these jurisdictions.

This practice note aims to provide a comparative overview of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the domestic contract laws of selected non-CISG countries. It highlights key legal features, practical implications, and risks associated with each jurisdiction to aid businesses and legal practitioners in navigating international sales contracts.

This practice note provides a comparative overview of confidentiality obligations in employment contracts across the USA, Germany, England & Wales, and South Africa. It aims to clarify the legal bases, enforceability, and post-employment scope of confidentiality to assist employers and legal practitioners in managing sensitive information.

This practice note provides a high-level comparison of how universities typically manage intellectual property (IP) arising from contracted (sponsored) research in the United States, Germany, the United Kingdom, and South Africa. It summarizes the key legal frameworks and common policy positions on ownership, disclosure and protection, commercialization routes, revenue sharing with inventors, and publication and confidentiality controls—issues that frequently drive negotiation in research collaboration agreements.

This practice note explores how the definition of “Affiliate” varies across key jurisdictions, focusing on the interpretation of “control” and its implications for contracts, liability, and compliance. It highlights practical considerations for multinational agreements and the importance of clear contractual definitions.

This practice note provides a comparative overview of export control clauses across key jurisdictions, highlighting best practices and compliance challenges for exporters and importers. It aims to equip businesses with practical guidance to navigate complex regulatory landscapes effectively.

While confidential information and trade secrets are related, trade secrets are a legally protected subset requiring economic value and reasonable secrecy measures, with definitions and protections varying across the USA, EU, England and South Africa. Confidential information is typically governed by contract and is broader in scope, whereas trade secrets receive statutory or common law protection that can extend beyond contractual relationships.

This practice note explores how Non-Disclosure Agreements (NDAs) protect confidentiality but do not automatically determine ownership of derived information or inventions. It highlights key jurisdictional differences across the USA, EU (including England and Wales), and South Africa, emphasizing the importance of explicit contractual clauses to clarify ownership.

This practice note explores the distinctions between deeds, contracts, and agreements across South Africa, the UK, the US, and the EU. It highlights their enforceability, formal requirements, and jurisdictional treatment to provide clarity for legal and business contexts.

This practice note explores the concept of residuals clauses in Non-Disclosure Agreements (NDAs), focusing on their definition, legal implications, and treatment across different jurisdictions. It highlights the balance between protecting confidential information and recognizing the natural retention of knowledge by receiving parties.

This practice note explores the distinctions between penalty clauses and liquidated damages clauses across various legal systems, highlighting their enforceability and judicial treatment. It provides a comparative overview of how common law, civil law, and hybrid jurisdictions approach these contractual provisions.

This practice note compares how the duty of good faith operates in commercial contracts across the United States, Germany, England and Wales, and South Africa, highlighting key statutory foundations and judicial approaches. It shows that while some jurisdictions embed good faith as a core legal duty, others apply it more cautiously, with global trends reflecting an evolving balance between fairness, certainty, and commercial morality.

This practice note explores the concept of reasonableness in commercial contracts as applied across different jurisdictions. It aims to provide a comparative understanding to help practitioners navigate and draft contracts with clarity and fairness.

This practice note provides an overview of international copyright laws, focusing on registration requirements, duration of protection, and key legal frameworks across major jurisdictions. It also explores the implications of these laws for contracts in a global context.

This practice note provides a comparison of international patent laws, focusing on key jurisdictions. It explores legal frameworks, registration requirements, and enforcement, across major patent systems.

This practice note clarifies the distinctions between warranties and guarantees under the legal frameworks of the US, Germany, England & Wales, and South Africa. It provides a comparative overview to assist legal practitioners and business professionals in understanding their nature, legal basis, and remedies.

This practice note explores the key differences in patent secrecy and publication rules across the United States, Europe, China, the United Kingdom, and South Africa. It highlights the implications for inventors seeking to protect their innovations globally.

This practice note explores the enforceability of “agreements to agree” across various jurisdictions, highlighting the challenges of certainty and the role of good faith negotiation and deadlock resolution mechanisms. It provides a comparative overview of common law and civil law approaches and practical drafting considerations.

This practice note provides a high-level, comparative overview of civil remedies available to owners of confidential information and trade secrets where the information is misused. It contrasts (i) misuse following disclosure under a non-disclosure agreement (NDA) and (ii) non-contractual misappropriation, across selected jurisdictions (US, UK, EU, South Africa, Germany, Switzerland, and China). The note is intended as a practical starting point for issue-spotting and does not replace jurisdiction-specific advice or a review of the governing contract.

This practice note provides a comparative overview of how damages for breach of confidentiality are assessed across different jurisdictions, focusing on common law and civil law approaches. It highlights key principles, quantification methods, and risks involved in cross-border confidentiality disputes.

This practice note outlines the scope of moral rights as personal, non-economic rights of authors that impact commercial contracts across different jurisdictions.

This practice note focuses on how third-party rights operate in non-disclosure agreements across key jurisdictions and why that issue matters in cross-border drafting. It highlights the legal and practical consequences of excluding or conferring enforcement rights on non-signatories, with an emphasis on drafting control, risk allocation, and governing law alignment.

This practice note provides a comparative overview of the principle of pacta sunt servanda, which mandates that agreements must be kept, as applied in commercial contracts across various jurisdictions. It highlights key case law examples illustrating both the enforcement and limitations of this foundational contractual doctrine.

This practice note explores the delicate balance between the principle of freedom of contract and the need for consumer protection laws. It examines comparative approaches across jurisdictions, highlighting mechanisms that safeguard fairness while respecting commercial autonomy.

The document provides a comparative overview of the legal concepts of assignment, novation, cession, and delegation, explaining how these mechanisms transfer contractual rights and obligations in United States, English, German, and South African law. It highlights the key differences and similarities in terminology, requirements, and typical contractual clauses across these jurisdictions, with practical examples and model clauses for contract management.

This note compares how selected jurisdictions approach remedies for material breach of contract, focusing on the United States, EU member states, England & Wales, and South Africa. It highlights the practical consequences of differing remedial systems for cross-border contracting, including damages, termination, specific performance, and jurisdiction-specific limits on relief.

The practice note compares how consequential, special, and punitive damages are treated in contract law across the United States, European Union, England & Wales, and South Africa, highlighting key differences in terminology, legal principles, and recoverability. It emphasizes the importance of foreseeability and contractual exclusions, noting that punitive damages are broadly available in the USA but generally excluded elsewhere. The note advises parties to cross-border contracts to draft clear clauses addressing damages to manage risk and align with the legal realities of each jurisdiction.

This practice note focuses on the enforceability of retroactive non-disclosure agreements (NDAs) across different jurisdictions and offers practical drafting strategies and risk considerations. It aims to equip practitioners with a clear understanding of when and how confidentiality obligations can be imposed after information has already been disclosed.

This practice note focuses on the legal frameworks and practical considerations surrounding the suspension of contractual performance due to default or non-payment across different jurisdictions. It highlights key principles, comparative legal approaches, drafting strategies, and risk mitigation to guide effective and lawful suspension practices.