Passing off is little understood intellectual property right.
On a superficial level it protects trade marks, trade dress and reputation of businesses.
Passing off protects businesses does more than that.
Much more.
One of the reasons it does, is that it adapts to apply in the ever-changing business environment to protect the true source of products and services: the business.
Restrictive covenants and non-competition clauses prevent people from doing things they are entitled to do.
Depending on how they’re written into a contract, they apply:
And non-compete clauses are usually difficult to enforce.
Two different people could have exactly the same contract – word for word. The restrictive covenants could be enforceable against one person, but not the other. The restrictions may be justifiable against one of them, but not against the other.
If you can identify the type of clause and what it is looking to prevent, you’ve got a better idea of:
A breach of contract is material non-compliance with the terms of a legally binding contract.
Breaches of contract give rise to:
It’s a necessary part of any legally binding contract that each party expects to obtain the benefit of the contract entered into.
But then it’s breached. What happens then? How do legal rights to damages and termination play out?
With so many different sorts of contracts out there, you can expect to be doing contract reviews on a whole host of different agreements.
Partnership agreements, contracts with independent contractors, suppliers, software contracts and intellectual property: all sort of business contracts and legal documents.
All contracts will have some effect on your business. Some big, some small.
If you haven’t read it or don’t understand it, you’re exposing your business to unknown risks.