Drafting a License Agreement with the Civil Code's Machinery
A license agreement — over copyright, a trademark or technology — rests on the machinery of the Civil Code, and it is that machinery which decides whether the drafted document will stand: the freedom of contract for shaping an atypical licence (Article 319); the fairness gap-filler for unwritten terms (Article 325); the surprise-clause filter for standard terms (Article 344); and the enforceable penalty architecture (Article 418). This page explains these mechanisms as a licence document uses them.