# IP, Technology and IT Lexicon

Standard English terminology for intellectual property and information technology agreements. Part 1 covers patents, trade marks, copyright, designs, trade secrets, licensing and technology transfer. Part 2 covers software licensing, SaaS, cloud services, data processing, development agreements and related IT instruments.

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## Part 1 — Intellectual Property and Technology

## Core IP Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| intellectual property (IP) | General term covering all IP rights | Property rights only; Industrial property (narrower) |
| intellectual property right (IPR) | Individual IP right (patent, trademark, copyright) | Industrial property only |
| patent | Granted right over an invention; expires after 20 years | Patent application (use separate term) |
| patent application | Pending application before grant; starts process | Filed patent (vague) |
| granted patent | Patent that has been approved and is in force | Issued patent (less formal) |
| patent holder / patentee | Person or entity owning the patent | Patent owner (less precise) |
| claim (patent) | Individual assertion within patent specification | Claim language |
| patent specification | Full technical document filed with patent office | Patent document (too general) |
| priority | Right to claim earlier filing date from earlier application | Filing precedence |
| priority date | Date of earliest application (basis for priority claim) | First filing date (can be ambiguous) |
| filing date | Date patent application submitted to patent office | Submission date |
| patent term | Duration of patent protection (typically 20 years from filing) | Patent duration; Patent life |
| European patent | Patent granted by European Patent Office (EPO); covers multiple territories | EU patent (imprecise) |
| Unitary Patent | Single patent covering all participating EU states with centralized protection | Unified European patent |
| supplementary protection certificate (SPC) | Extension of patent term for pharmaceutical/agrochemical products | Certificate of supplementary protection |
| invention | Patentable technical creation; subject of patent rights | Discovery (technical distinction) |
| patentable invention | Invention meeting novelty, inventive step, and industrial applicability | Patentable subject matter |
| novelty | First requirement: invention has no prior publication worldwide | Newness (less technical) |
| inventive step | Second requirement: non-obvious to skilled person in field | Inventiveness; Non-obviousness |
| industrial applicability | Third requirement: capable of industrial application | Utility (US term); Usefulness |
| prior art | Existing knowledge/publications predating invention; examined in novelty search | State of the art; Art known before filing |
| freedom to operate (FTO) | Right to use technology without infringing third-party patents | FTO clearance; FTO analysis |
| FTO analysis | Comprehensive patent landscape study to identify infringement risk | Clearance search; Landscape search |
| prior art search | Search to identify existing patents/publications similar to invention | Patent search; State of art search |
| patent family | Group of patents covering same invention across jurisdictions | Patent portfolio (broader) |
| infringement | Unauthorized making, use, or sale of patented invention | Violation; Patent violation |
| infringement action | Legal proceedings against alleged infringer | Infringement lawsuit; Infringement suit |
| patent invalidity | Determination that patent does not meet statutory requirements | Patent revocation; Patent cancellation |
| patent revocation | Judicial or administrative removal of patent rights | Patent invalidation (similar) |
| compulsory license | License granted by government without patentee's consent (in emergencies, etc.) | Mandatory license; Forced license |

## Trademark Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| trademark (US default) / trade mark (UK) | Sign used to distinguish goods/services; "trademark" (one word) is US standard; "trade mark" (two words) is UK / EUIPO standard; default to US under the skill's US default, UK under --variant uk | Mark (too general) |
| registered trade mark | Trade mark with formal registration at trademark office | Registered mark |
| unregistered trade mark | Common law protection without registration; "passing off" in UK | Unregistered mark; Trade dress (US) |
| EU trade mark (EUTM) | Single registration covering all EU states via EUIPO | European trade mark (less precise) |
| international trade mark | Trade mark registered in multiple countries; often via WIPO Madrid System | Multi-territorial mark |
| trade mark application | Application filed with trademark office for registration | Mark application |
| registration | Official grant of trade mark rights after examination | Trademark registration (broader) |
| renewal | Periodic re-registration to maintain rights (typically every 10 years) | Re-registration; Maintenance |
| Nice classes | International classification system for trademark goods/services (45 classes) | Classification classes |
| goods and services | Categories protected under trademark registration | Products and services |
| word mark | Trade mark consisting only of words/text, no design | Verbal mark; Textual mark |
| figurative mark / device mark | Trade mark combining words and/or visual design elements | Design mark; Logo |
| three-dimensional mark / shape mark | Trade mark protecting distinctive product shape or packaging | 3D mark; Shape mark |
| domain name | Internet address (e.g., www.example.com); distinct from trademark but often coordinated | Website name |
| business sign / trade name | Name under which business operates; less protection than trade mark | Business name |
| company name | Registered name of legal entity; different from trademark protection | Business designation |
| designation of origin | Certification that goods originate in specific region (e.g., Champagne) | Geographical indication (broader) |
| geographical indication (GI) | Sign indicating goods/services originate in specific place with reputation | Place of origin mark |
| genericization / loss of distinctiveness | Occurs when trade mark becomes common name for product category. US default; UK: "genericisation". | Trademark dilution (US term) |
| likelihood of confusion | Standard test: whether average consumer would be confused between marks | Confusing similarity; Confusion test |
| opposition | Procedure to prevent or challenge trademark registration before grant | Opposition proceedings |
| revocation (for non-use) | Removal of trade mark rights due to non-use for 5+ years | Cancellation for non-use |
| passing off | UK common law tort: using mark/get-up causing confusion to consumers | Misappropriation (US equivalent) |
| trade dress | Distinctive visual appearance of product/packaging protected like trade mark; note that "trade dress" is primarily a US concept — UK equivalent is unregistered trade mark via passing off | Trade dress (as UK term — use passing off / get-up) |

## Copyright Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| copyright | Right to control reproduction, distribution, adaptation of creative works | Author's right (civil law term) |
| copyright work / work of authorship | Original creative expression fixed in medium (literary, musical, artistic, etc.) | Copyrighted work (not all works are protected) |
| original work | Work exhibiting independent creation and minimal creativity threshold | Novel work (different concept) |
| author | Creator of copyright work; first owner of copyright (unless work-for-hire) | Creator (less technical) |
| moral rights | Non-economic rights to integrity, attribution, privacy, reputation | Droit moral (French term) |
| economic rights / exploitation rights | Rights to control reproduction, distribution, adaptation, communication | Patrimonial rights (civil law) |
| reproduction right | Right to make copies of work in any medium | Copying right (imprecise) |
| distribution right | Right to control first sale/distribution of physical copies | Sale right; Rental right |
| right of communication to the public | Right to broadcast or make available on-demand (Internet, streaming) | Public performance right (narrower) |
| adaptation right | Right to modify, translate, or create derivative versions | Modification right; Translation right |
| derivative work | Work based on or adapted from existing work; requires original's permission | Adaptation (less precise) |
| collective work | Work comprising contributions from multiple authors integrated as single work | Compilation (different structure) |
| joint work | Work created by two or more authors with inseparable contributions | Co-authored work |
| assignment of rights | Transfer of copyright ownership from author to another party | Transfer of copyright; Cession |
| license to use | Permission to use work without transferring ownership | License (abbreviated form) |
| exclusive license | Single licensee granted rights to exclusion of all others (including licensor) | Sole license (may retain licensor rights) |
| non-exclusive license | Multiple licensees may receive identical rights simultaneously | Standard license; Open license (imprecise) |
| fair remuneration | Equitable compensation to authors for use of work (statutory concept) | Fair compensation |
| public domain | Works no longer protected (expired copyright, not eligible, voluntarily released) | Public access (not same as public domain) |

## Licensing and Technology Transfer

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| license agreement (US default) / licence agreement (UK) | Contract granting permission to use IP (patent, trademark, copyright, know-how); default to US spelling under the skill's US default, UK spelling under --variant uk | Licensing contract (imprecise); IP authorization agreement |
| patent license (US default) / patent licence (UK) | Specific license permitting use of patented technology | — |
| trademark license (US default) / trade mark licence (UK) | License permitting use of registered trademark; licensor retains ownership | Mark license |
| cross-license / cross-licensing | Mutual exchange of licenses between two parties (common in technology) | Mutual licensing |
| sublicense (US default) / sub-licence (UK) | License granted by licensee to third party (requires licensor's permission unless permitted) | Second-tier license |
| royalty | Periodic payment from licensee to licensor for right to use IP | Running royalty (specific type); Fee |
| lump-sum royalty | One-time flat payment for license (vs. percentage of sales) | Flat fee; Fixed fee |
| running royalty | Royalty calculated as percentage of sales/revenue over license term | Percentage royalty |
| minimum guarantee | Minimum annual royalty payable regardless of actual sales | Guaranteed minimum; Floor |
| know-how | Confidential technical information, skills, experience; not patented | Trade secret (narrower) |
| trade secret | Confidential business/technical information with commercial value; may include know-how | Confidential know-how |
| technology transfer | Transmission of technical knowledge, patents, or know-how between parties | Technology licensing (narrower) |
| R&D agreement | Contract governing joint research and development collaboration | Research agreement |
| ownership of results | Allocation of IP rights in work produced under R&D agreement | Ownership of improvements; IP allocation |
| background IP | IP owned before contract/collaboration commenced; identified in schedule | Pre-existing IP; Existing IP |
| foreground IP | IP created during contract/collaboration period; ownership usually allocated | Project IP; Developed IP |
| sideground IP | IP created by licensee using licensor's background IP but in different field | Spin-off IP; Peripheral IP |
| improvement | Enhancement or modification of existing licensed technology | Improvement IP; Upgraded version |
| right of first offer | Licensee must offer new improvements to licensor before commercializing independently | ROFO |
| right of first refusal | Licensor/licensee has option to license improvements before third parties can | ROFR |
| field-of-use restriction | License limited to specific industry or application (e.g., "pharmaceutical use only") | Field restriction; Limited field license |
| open source license | License permitting free use, modification, and distribution of software; distinguish permissive (MIT, Apache, BSD) from copyleft (GPL, AGPL, LGPL) | Free software license (different movement); Freeware (distinct concept) |
| copyleft | Open source license requiring derivative works to be distributed under same license terms (e.g., GPL); key compliance risk for proprietary software | Viral license (informal); Restrictive open source |
| source code escrow | Arrangement where source code is deposited with escrow agent for release to licensee upon trigger events (e.g., licensor insolvency, material breach) | Code deposit; Software escrow (less precise) |
| change of control | See canonical definition in finance-banking.md. IP licensing context: license agreements may permit termination or consent right upon change of control. | — |
| articles of association (UK) / by-laws (US) | See canonical definition in corporate-ma-jv.md. IP context: may be relevant where articles govern IP ownership policies or board approval thresholds for IP transactions. | — |

## Design and Trade Secret Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| design | Ornamental design of industrial product; registrable as "registered design" in EU | Aesthetic design; Design right |
| registered design | Design formally registered with intellectual property office; provides exclusive rights | Design patent (US); Protection design |
| Community design | Design registered under EU regime via EUIPO (note: terminology may change post-Brexit) | EU design |
| utility model | Form of IP protection for functional innovations (shorter term than patent); available in some EU/Asian jurisdictions but not UK or US | Minor patent |
| confidential information | Business/technical information marked confidential and treated as secret | Proprietary information (broader) |
| trade secret | Confidential information providing competitive advantage due to non-disclosure; UK statutory basis is the Trade Secrets (Enforcement, etc.) Regulations 2018 implementing Directive (EU) 2016/943 | Industrial secret (older civil-law calque); Confidential data (imprecise) |
| protective measures | Physical, technical, organizational steps to maintain confidentiality | Security measures; Protection procedures |
| non-disclosure agreement (NDA) | Contract imposing confidentiality obligations on recipient of confidential information; use "NDA" as defined term after first spelled-out use | Confidentiality agreement (synonym but less common in transactional practice); secrecy agreement |
| confidentiality obligation | Contractual duty not to disclose or misuse confidential information | Non-use obligation; Secrecy obligation |

## Section Headings

| Correct English heading | Avoid |
|---|---|
| LICENSE GRANT | Granting of License; Permission to Use |
| SCOPE OF LICENSE | Field of Use; Licensed Activity |
| CONSIDERATION / ROYALTY | Payment Terms; Compensation |
| INTELLECTUAL PROPERTY | IP Rights; Proprietary Rights |
| LICENSOR'S WARRANTIES | Warranties and Representations |
| THIRD-PARTY INFRINGEMENT | Infringement by Third Parties; Indemnification |
| IMPROVEMENTS | Enhancement of Technology; Modification |
| CONFIDENTIALITY AND KNOW-HOW | Confidential Information; Trade Secrets |
| TERM AND TERMINATION | Duration and Termination Rights |
| CONSEQUENCES OF TERMINATION | Post-Termination Obligations |

## Notes

- **"Intellectual property" scope**: Covers patents, trade marks, copyright, designs, trade secrets, and other IP rights. Many civil law jurisdictions historically separate industrial property (patents, marks, designs) from author's rights (copyright), but English uses the single umbrella term "intellectual property" for all.

- **"Trade mark" (UK) vs "trademark" (US)**: US English uses "trademark" (one word); UK English (and EUIPO) use "trade mark" (two words). Default to US primary with UK alternative noted.

- **"Licence" (UK noun) vs "license" (US noun/verb)**: US: "license" for both noun and verb (the default for this skill); UK: "licence" (noun) and "license" (verb). Default to US "license".

- **"FRAND" terms**: Fair, Reasonable and Non-Discriminatory — standard licensing obligation for standard-essential patents (SEPs) to prevent patent holdup.

- **"SEP" (Standard-Essential Patent)**: Patent deemed necessary to practice technical standard (e.g., telecommunications, automotive); subject to FRAND licensing obligations.

- **"Freedom to operate" (FTO)**: Clearance to use technology without infringing third-party IP; requires FTO analysis covering relevant patent landscape.

- **"Prior art search"**: Comprehensive search to identify patents and publications predating invention; essential for novelty assessment and patentability determination.

- **"Patent family"**: Group of related patents protecting same invention across jurisdictions (e.g., US patent + European patent + Japanese patent); managed as single IP asset.

- **"Trade dress"**: Distinctive visual appearance of product or packaging (shape, colors, design) protected like trade mark; distinct from design registration; concept primarily used in US law; UK equivalent may reference "unregistered trade mark" via common law "passing off".

- **"Passing off" (UK)**: Common law tort in UK (and some other jurisdictions) protecting unregistered marks/get-ups by preventing third parties from using confusing similar mark causing consumer deception; US equivalent is "misappropriation" or "false passing off".

- **Capitalization**: In legal drafting, defined terms like "License", "Patent", "Trade Mark", "Licensor", "Licensee" should be capitalized consistently throughout agreement.

- **Abbreviations**: Expand on first use: EPO (European Patent Office), EUIPO (European Union Intellectual Property Office), WIPO (World Intellectual Property Organization).

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## Part 2 — IT, Software and SaaS

## Core IT/SaaS Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| software license agreement (US default) / software licence agreement (UK) | Contract granting right to use software; default to US spelling under the skill's US default, UK spelling under --variant uk | Software use agreement |
| end-user license agreement (EULA) | Standardized license agreement for software end-users; typically click-through | EUA (acronym alone); License agreement (too broad) |
| acceptable use policy (AUP) | Policy defining permitted/prohibited uses of software/service | Acceptable use terms; Permitted uses |
| subscription | Ongoing right to use service; distinguished from perpetual license | Subscription license (redundant) |
| subscription fee | Periodic payment (monthly, annual) for continuous service access | Monthly fee; Annual charge |
| SaaS agreement | Contract governing cloud-based software-as-a-service; includes service levels, data handling, support | Cloud services agreement (broader); SAAS contract |
| service level agreement (SLA) | Contract defining service availability, uptime, performance metrics, remedies | Service level; SLA terms |
| uptime | Percentage of time service is operational and available (e.g., 99.9% uptime) | System availability; Availability |
| downtime | Period when service is unavailable or not functioning | System downtime; Outage |
| service availability | Commitment to have service operational during business hours or continuously | Availability; Service uptime |
| service credit | Credit/discount to invoice for service failures; distinct from liquidated damages | Credit (unqualified and imprecise); Penalty (suggests unenforceability concerns) |
| liquidated damages | Contractual damages for breach (traditional outsourcing); distinct from service credits | Damages; Breach damages |
| scheduled maintenance | Planned downtime for updates/patches; typically pre-announced to users | Planned maintenance; Maintenance window |
| production environment | Live system serving actual users (vs. staging/test environment) | Live system; Production system |
| staging environment / test environment | Non-production environment for testing before production deployment | Testing environment; Development environment |
| instance | Single installation/copy of software or cloud service for one customer | Virtual machine (VM — different technical concept); copy (imprecise) |
| multi-tenant | Architecture serving multiple customers from shared infrastructure | Multi-tenanted; Shared infrastructure |
| single-tenant | Architecture with dedicated infrastructure for one customer | Dedicated tenant; Single-tenant environment |
| API (application programming interface) | Interface allowing software to communicate and exchange data; spell out on first use, abbreviate thereafter | Interface (imprecise — covers UI as well); application interface (incomplete) |
| API key | Authentication credential enabling access to API | Authentication key; Access key |
| webhook | Automated callback delivering real-time data when event occurs | Webhook notification |
| integration | Connection between systems enabling data exchange | System integration; Data integration |
| data migration | Transfer of data from source to target system (often from legacy system to cloud) | Migration; Data transfer |
| data portability | Ability to extract and reuse customer data in standard format | Data export; Data extraction |
| data export | Process of extracting customer data from system in specified format | Data extraction; Export |
| backup and recovery | System and process for backing up data and restoring after loss | Disaster recovery (broader); Backup procedures |
| disaster recovery | Plan and capability to restore operations after major disruption | DR; Business continuity (broader) |
| business continuity | Ability to continue operations during disruption; includes redundancy/failover | Operational continuity; Continuity |
| source code | Human-readable program code written by developers | Code; Program code |
| object code | Compiled/executable version of source code (machine-readable) | Compiled code; Executable code |
| bespoke software / custom software | Software developed specifically for customer's requirements (vs. off-the-shelf) | Custom-built software; Tailored software |
| third-party software | Software owned/developed by vendor other than primary software provider | Third-party component; External software |
| update | Minor version change fixing bugs or adding minor features | Patch (if for bugs only); Upgrade (if adds features) |
| upgrade | Major version change adding significant new features or functionality | Major release; New version |
| patch | Small targeted fix for specific bug or security issue | Hotfix (if urgent); Bug fix |
| release | Version made available to users (e.g., v2.1.0) | Version; Software release |
| bug / defect | Unintended behavior or failure to meet specification | Error (less technical); Issue (too vague) |
| bug fix / defect fix | Correction addressing identified bug | Fix; Patch (less specific) |
| documentation | Technical manuals, user guides, API documentation; essential for software use | Manual; Technical reference |
| exit assistance / handover assistance | Vendor's obligation to assist customer in migrating to replacement service at contract end | Transition assistance |

## Licensing Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| perpetual license (US default) / perpetual licence (UK) | License with no expiration date; distinguishes from term license | Forever license |
| term license | License for fixed period (1 year, 3 years, etc.); expires unless renewed | Limited-term license; Time-bound license |
| per-user license / per-seat license | License priced by individual user (named) or concurrent user limit | Seat license; Named-user license |
| named users | Specific individuals authorized to use software; license tied to identity | Named seats; Identified users |
| concurrent users | Number of simultaneous users permitted; not tied to specific individuals | Simultaneous users; Concurrent access |
| enterprise license | License covering entire organization; typically volume/site licensing | Organization license; Wide license |
| right to use | Permission granted to licensee to use software (core license right) | License right; Usage right |
| sublicense (US default) / sub-licence (UK) | License granted by licensee to third party (typically requires licensor consent); default to US "sublicense" (one word) under the skill's US default, UK "sub-licence" (hyphenated) under --variant uk | Second-tier license |
| open-source component | Software component distributed under open-source license | Third-party open-source; FOSS component |
| copyleft license | Open-source license requiring derivative works use same license (e.g., GPL) | Viral license (informal); Reciprocal license |
| permissive license | Open-source license permitting proprietary use without reciprocity (e.g., MIT, Apache 2.0) | Non-viral license (informal); Permissive open-source |
| license notice | Statement/header identifying applicable license; required for compliance | Copyright notice; License header |
| use restrictions | Limitations on permitted uses (e.g., no reverse engineering, no concurrent use) | Usage limitations; Permitted uses |
| permitted uses | Specific authorized uses enumerated in license (e.g., "internal use only") | Allowed uses; Authorized uses |
| usage limits | Quantitative restrictions (e.g., "not to exceed 10 users") | User limits; Seat limits |

## Data and Privacy (IT-Specific)

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| data processing | Operations on personal data (collecting, storing, analyzing, transmitting, etc.); GDPR term | Data handling (less technical); Data use |
| data processor | Party processing personal data on data controller's instructions (GDPR definition) | Service provider (less precise); Data handler |
| data controller | Party determining purposes/means of data processing (GDPR definition) | Data owner (less technical); Data custodian |
| data processing agreement (DPA) | Contract governing data processing between controller and processor (GDPR required) | Processing contract; Data handling agreement |
| sub-processor | Processor retained by processor to process personal data (GDPR concept) | Sub-contractor; Secondary processor |
| personal data | Information relating to identified or identifiable natural person | Private data; User data (may include non-personal) |
| customer data | Data owned/controlled by customer and stored in service (may include personal data) | User data; Business data |
| anonymization (US default) / anonymisation (UK / GDPR text) | Irreversible process rendering data unable to identify individuals (GDPR concept; the GDPR itself uses the UK spelling "anonymisation") | De-identification (US legal term; technically distinct from GDPR-grade anonymization) |
| pseudonymization (US default) / pseudonymisation (UK / GDPR text) | Processing rendering data unidentifiable without additional information (GDPR concept; the GDPR itself uses the UK spelling "pseudonymisation") | Tokenization (different concept) |
| data breach | Unauthorized access/disclosure of personal data compromising security/privacy | Security breach; Breach of data security |
| breach notification | Obligation to notify individuals/authorities of data breach within legal timeframe | Notification requirement; Breach reporting |
| data breach notification timeline | Required timeframe for notifying authorities after breach discovery (e.g., 72 hours under GDPR) | Notification deadline; Breach timeline |
| data localization | Requirement to store data within specific geographic territory (e.g., EU) | Data residency (related but distinct); Data location |
| data residency | Specification of where data physically located/backed up; may differ from localization requirement | Data location; Physical location |
| cross-border transfer | Movement of personal data outside jurisdiction where collected/controller based | International transfer; Data transfer across borders |
| standard contractual clauses (SCCs) | EU-approved contractual terms enabling lawful personal data transfers to non-EU countries | Contractual safeguards; Standard clauses |
| data protection impact assessment (DPIA) | Formal evaluation of processing risks to individuals' rights/freedoms (GDPR required for high-risk processing) | Privacy impact assessment (PIA); Data protection assessment |

## Cloud and Infrastructure

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| cloud infrastructure | Computing resources (servers, storage, networks) provided remotely via Internet | Cloud computing; IaaS (specific service type) |
| managed service | Service provider responsible for operational management/maintenance | Outsourced service; Managed IT |
| hosting | Service of running customer's software/data on provider's infrastructure | Web hosting; Cloud hosting |
| data center (US default) / data centre (UK) | Physical facility housing computing infrastructure; default to US spelling under the skill's US default, UK spelling under --variant uk | Data facility; Computing centre |
| encryption | Technical process converting data to unreadable form without decryption key | Coded data (informal); Secured data |
| encryption at rest | Data encrypted when stored (not in transit) | Static encryption; Data-at-rest encryption |
| encryption in transit | Data encrypted while being transmitted between systems | In-flight encryption; Data-in-transit encryption |
| multi-factor authentication (MFA) | Authentication requiring multiple forms of proof (e.g., password + code); spell out on first use | Two-factor authentication (2FA — specific subset); strong authentication (imprecise) |
| single sign-on (SSO) | Authentication mechanism enabling one login for multiple systems; spell out on first use | Federated login (related but distinct — relates to cross-domain identity); unified sign-on |
| penetration test | Authorized security test attempting to find vulnerabilities | Pen test; Security penetration assessment |
| security audit | Assessment of compliance with security standards/controls | Audit; Security assessment |
| SOC 2 certification | Attestation of security/availability/processing integrity controls (US standard) | SOC 2 compliance; Type II audit |
| infrastructure as a service (IaaS) | Cloud service providing virtualized computing resources (servers, storage, networking) | Cloud infrastructure (too broad) |
| platform as a service (PaaS) | Cloud service providing development platform and tools without managing underlying infrastructure | Cloud development platform (less precise) |
| ISO 27001 certification | Attestation of information security management system implementation (international standard) | ISO 27001 compliance; Information security certification |

## Development Agreement Terms

| Correct English term | Usage / meaning | Avoid |
|---|---|---|
| software development agreement | Contract governing custom software development engagement | Development contract; Development services agreement |
| requirements specification | Document detailing functional/non-functional requirements for project | Spec; Project requirements |
| functional specification | Document defining system behavior/features from user perspective | Functional requirements; Design specification |
| deliverable | Tangible output required to be delivered (code, documentation, training, etc.) | Deliverable item; Output |
| milestone | Significant project checkpoint/completion of defined work phase | Project milestone; Phase checkpoint |
| acceptance testing | Testing performed by customer to verify deliverables meet requirements | UAT (specific phase); Verification testing |
| user acceptance testing (UAT) | Testing phase where end-users verify functionality meets business requirements | Acceptance testing (broader); Final testing |
| acceptance test / commissioning test | Formal test verifying deliverable is acceptable; sign-off point | Final acceptance; Go-live test |
| development cycle | One complete iteration through development process (in agile: one sprint; in waterfall: full project) | Development phase; Development period |
| agile methodology | Iterative development approach with sprints and continuous feedback; "agile" lower-case except where used as a defined brand name | Scrum / Kanban (specific frameworks — narrower than "agile methodology"); waterfall (distinct methodology) |
| sprint | Time-boxed iteration (typically 1-4 weeks) in agile development | Development iteration; Sprint cycle |
| escrow | Arrangement where third party holds assets pending fulfillment of obligations (used in software: source code escrow) | Held in trust; Escrow arrangement |
| source code escrow | Third-party holding of source code released to customer if developer fails obligations | Code escrow; Source escrow |
| developed IP / developed intellectual property | Intellectual property created during development engagement | Project IP; Ownership of developed IP |
| work made for hire | Creation where author/developer is hired specifically to create work (ownership typically vests with hirer) | Made-for-hire; Commissioned work |
| indemnity (IP infringement) | Developer's promise to protect customer from third-party IP infringement claims arising from developed software | Infringement indemnity; IP indemnification |
| force majeure | See canonical definition in general-legal.md. IT/SaaS context: commonly excludes economic hardship, industrial action, and vendor/sub-processor failures. | — |
| change of control | See canonical definition in finance-banking.md. IT development/outsourcing context: often triggers re-negotiation or termination rights due to security/confidentiality concerns. | — |
| right to audit | Customer's right to inspect/verify service provider's compliance with contract terms | Audit right; Verification right |

## Section Headings

| Correct English heading | Avoid |
|---|---|
| SERVICES / SCOPE | Services Provided; Scope of Services |
| SERVICE LEVELS | Service Level Agreement; SLA Terms |
| LICENSE GRANT | Grant of License; Right to Use |
| DATA PROTECTION | Data Protection Compliance; Privacy |
| SECURITY | Security Requirements; Security Obligations |
| INTELLECTUAL PROPERTY | IP Ownership; IP Rights |
| LIMITATION OF LIABILITY | Liability Cap; Damages Limitation |
| SOFTWARE WARRANTY | Warranty; System Warranty |
| TERM AND RENEWAL | Duration and Renewal; Contract Term |
| TERMINATION | Termination Rights; Contract Termination |
| MIGRATION AND HANDOVER | Data Migration; Transition Services |
| MISCELLANEOUS / GENERAL PROVISIONS | General Terms; Final Clauses |

## Notes

- **"Licence" (UK noun) vs "license" (US noun/verb)**: US: "license" for both noun and verb (the default for this skill); UK: "licence" (noun) and "license" (verb). Default to US "license" in legal lexicon.

- **"EULA" (End-User License Agreement)**: Standard software licensing contract for end-users; often presented as click-through agreement. Distinguish from development/enterprise agreements.

- **"Acceptable Use Policy" (AUP)**: Defines permitted and prohibited uses; often includes restrictions on reverse engineering, competitive use, illegal activities.

- **"Service credit" vs "liquidated damages"**: SaaS agreements typically use "service credits" (discount to invoice) for service failures; traditional IT outsourcing uses "liquidated damages" (contractual damages for breach). Not interchangeable.

- **"Service level agreement" (SLA) structure**: Should define metrics (uptime %), measurement period, service credits for failures, and exclusions (scheduled maintenance, force majeure, customer actions).

- **"Staging environment"**: Also called "test environment", "pre-production", "development environment"; used for testing before production deployment. Distinct from production.

- **"Data migration"**: Typically required at contract start (on-boarding) and end (off-boarding); agreement should specify format, timeline, security during migration.

- **"Data portability"**: Related to GDPR requirement; customer should be able to extract data in machine-readable format within reasonable timeframe.

- **"Backup and recovery"** vs **"disaster recovery"** vs **"business continuity"**: Backup = data copies; DR = restoration capability after major failure; Business continuity = broader operational resilience.

- **"Indemnity" (IP infringement)**: Developer indemnifies customer against third-party claims that developed software infringes IP rights; standard provision in development agreements.

- **"Force majeure"**: Contractual relief for unforeseeable events (war, natural disaster, pandemics) beyond parties' control; commonly excludes economic hardship.

- **"Change of control"**: Merger, acquisition, or ownership change; often triggers re-negotiation rights or termination rights due to confidentiality/security concerns.

- **"Right to audit"**: Customer's right to inspect service provider's operations to verify SLA compliance, security standards, data handling, etc.; typically subject to notice and confidentiality.

- **"Work made for hire"**: Legal concept where commissioned creator's work ownership vests with hirer (not the creator); varies by jurisdiction; should be explicitly stated in development agreements.

- **Capitalization**: In legal drafting, defined terms like "Services", "Software", "Customer Data", "Confidential Information", "SLA", "Deliverables" should be capitalized consistently throughout agreement.

- **Service credits vs. liquidated damages in translation**: Some source languages use a single term for both concepts. In English, "service credits" (SaaS/cloud standard) and "liquidated damages" (traditional outsourcing) are distinct; always identify which applies based on context.
