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.
Service level agreements – SLAs – fix performance standards for specified services in contracts.
So SLAs are categories of contracts which:
Service level agreements lock in the performance expectations of the customer, in a legally binding agreement.
So a service level is the measure of the standard of performance by which a business must deliver its services to another contracting party.
Client lists, research and development, plans and strategies, pricing models, source code, what customers will pay for a product or service, product testing, and a whole host of other information.
It’s all sensitive information. Businesses can’t function without it. It can all be protected by confidential information.
The same principles apply in commercial, employment and non-employment situations with small differences.
It applies to a wide range of information.
That’s regardless of the media that it is recorded. Or whether it is just kept in people’s heads and never written down.
What’s more, confidential information can protect information before other forms of intellectual property come into existence, or never will.
Heads of Terms, Heads of Agreement, Letters of Intent: they all refer to and mean the same sort of thing.
They serve the same purpose.
In business, they also go by the names of “term sheets”, “memorandum of understanding”, “letters of understanding”, “heads of agreement”, “heads of terms agreement”, “letters of interest” and “term sheets”.
In the construction industry, heads of terms are often wrapped up and packaged as letters of intent or “LOIs” for short. It’s just different terminology with the same meaning.
They’re usually exchanged by 2 businesses to reach what businesses sometimes call the “commercial agreement” – to distinguish from the sort of agreement which is legally binding. (We’ve included 3 templates below: the non-legally binding variety, contractual form and a Letter of Intent)
Once you have commercial agreement with Heads of Terms, businesses go on to prepare the formal contract document.
Here’s how. And when they can become legally binding by accident.