Mini-Glossary

• Author: David W. Tollen
• Pages: 271-271

271

Mini-Glossary

The following five terms and phrases are used repeatedly in this book.

calendar (as in calendar year, calendar quarter, and calendar month): Shorthand

for a period defined by the standard calendar. Calendar year is often contrasted with

a company’s fiscal year, which may not start on January 1. September is a calendar

month, while “the 30 days following delivery” is a month defined by the contract,

not the calendar. Finally, the first calendar quarter consists of January, February, and

March, and the remaining three calendar quarters are likewise defined by sets of

three consecutive calendar months.

including without limitation: A quick way to say: “The following is an example,

or a list of examples, but the fact that we’re listing these examples does not mean

there are no others.” For instance, a license clause might read: “Vendor will deliver

the Software, including without limitation all EasilyForgotten applications.” The fact

that the clause lists EasilyForgotten applications doesn’t mean other software com-

ponents aren’t required.

object code: A version of software that a computer can read. It’s also sometimes

called “machine-readable code.” (Actually, those two terms don’t mean exactly the

same thing, but they’re close enough for our purposes.) Object code is contrasted

with source code.

source code: The version of software that a human programmer can read. In fact,

source code is the version a human wrote: the original version of most software.

Source code gets “compiled” or translated into object code.

without limiting the generality of the foregoing: A quick way to say: “The pre-

ceding text gives a broad, general rule. A specific and narrow example follows, but

the fact that the example is specific and narrow does not make the general rule

any less broad or general.” For instance, a license clause might provide: “Distrib-

utor will exercise its best efforts to market and sell the Software. Without limiting

the generality of the foregoing, if Distributor fails to achieve gross revenues of

$500,000 from Software distribution during any calendar year, Vendor may revoke

the license granted in this Section __.” The rule about minimum royalties is related

to the general best efforts rule, but it doesn’t limit that rule. So the fact that the dis-

tributor hits its revenues number doesn’t necessarily mean that it’s complied with

its “best efforts” obligation.