- Acceptance. The formal act of agreeing to an offer to enter into a legally binding agreement.
- Agreement. An understanding between two or more parties that is often embodied in a legally binding, written contract.
- Amendment. An addition to the terms of an agreement.
- Assignment. A transfer of all or part of the contractual rights and/or obligations to another party.
- Breach. A breaking of a promise or a failure to perform an obligation under an agreement.
- Confidentiality. The treating of information as private and not for distribution beyond specifically identified individuals or organizations, nor used other than for specifically identified purposes.
- Contract. A formal, legally binding agreement between two or more parties.
- Corporation. A legal structure authorized by state law that allows a business to organize as a separate legal entity from its owners. One advantage of incorporating is that a corporation's owners (shareholders) are legally shielded from personal liability for the corporation's liabilities and debts. See C Corporations and S Corporations.
- Disclaimer. A statement denying responsibility for a particular action.
- Doing Business As (DBA). In a situation in which a business owner operates a company under a name different from his or her real name, the owner must file a "fictitious name statement" or similar document with the appropriate county or state agency.
- Employer Identification Number (EIN). A number obtained by a business from the IRS by filing form SS-4. If you are a sole proprietorship, your EI?N is your social security number.
- Force majeure. Literally, "greater force"; a clause designed to protect against failures to perform contractual obligations caused by unavoidable events beyond the party's control, such as natural disasters or wars.
- Governing Law. The jurisdiction whose law will be applied in the event of a dispute relating to an agreement.
- Indemnity. One party's agreement to insure or otherwise defend another party against any claims by third parties resulting from performance under the agreement.
- Infringement. An unauthorized use of material protected by copyright, patent or trademark law.
- Liability. Legal responsibility for an act or failure to act.
- License. Permission to do something which, without such permission, would be illegal.
- Licensee. The person or entity that is given permission through a License to access or otherwise use digital information.
- License Agreement. A written contract setting forth the Terms under which a Licensor grants a License to a Licensee.
- Licensor. The person or entity that gives or grants a License. The licensor owns or has permission to distribute digital materials to a Licensee.
- Limited Liability Company (LLC). An LLC offers its owners the advantage of limited personal liability (similar to a corporation) and a choice of how the business will be taxed. Dentists are not allowed to incorporate as an LLC in California.
- Limited Liability Partnership (LLP). A type of partnership recognized in a majority of states that protects a partner from personal liability for negligent acts committed by other partners or by employees not under his or her direct control. Many states restrict this type partnership to professionals, such as dentists, doctors, lawyers and accountants.
- Nondisclosure. An agreement to treat specific information confidentially.
- Non-exclusive. The rights granted to the licensee under the licensing agreement are not given just to that licensee; the licensor reserves the right to give the same or similar rights to use the licensed materials to other parties.
- Non-transferable. The licensing agreement and/or the rights, obligations and terms thereof may not be sold, given, assigned or otherwise conveyed to any party who is not a signatory to the agreement.
- Partnership. This is a business owned by two or more people (called partners or general partners) who are personally liable for all business debts. To form a partnership, each partner normally contributes money, valuable property or labor in exchange for a partnership share, which reflects the amount contributed. Partnerships are easy to form since no registration is required with any governmental agency to create a partnership.
- Penalty. A specific cost to be assessed against a party for breach of a term of an agreement.
- Professional Corporation. A legal structure authorized by state law for a fairly narrow list of licensed professions, including dentists, lawyers and doctors. Unlike a regular corporation, a professional corporation does not absolve a professional for personal liability for her own negligence or malpractice.
- Remedies. The special rights a party has when another party defaults or breaches an agreement. Remedies include lawsuits or injunctions to stop an action that may harm a party.
- Rights. Powers or privileges granted by an agreement or law.
- Severability. A clause which provides that in the event that one or more provisions of the agreement are declared void or unenforceable the balance of the agreement remains in force. Such provisons may also be referred to as Separability clauses.
- Sole Proprietorship. The simplest form of business organization. The individiual is personal liable for all debts of the business to the full extent of his or her property.
- Term. 1. A word or phrase; an expression, particularly one that has been defined in an agreement; 2. A clause or provision of an agreement; 3. A fixed and definite period of time. The term of a licensing agreement is the period of time during which the agreement is in effect.
- Termination. The cancellation or ending of an agreement.
- Third Party. A party who is not a signatory to an agreement but who may nevertheless have rights and obligations relating to that agreement.
- Venue. The particular jurisdiction where a legal dispute is tried.
- Warranty. A statement or representation that the goods and/or services will perform as promised in the agreement; a guaranty.