International Technology Contracts, Restrictive Covenants and the UNCTAD Code
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abstract
One set of historical developments that will allow us to gain unique insight into the international debate on trade secrets and restrictive covenants concerns the negotiation of the International Code of Conduct on the Transfer of Technology. Established under the auspices of the UN Conference on Trade and Development (UNCTAD), this Code aimed to remove restrictive business practices that had stifled technology transfer and economic development in developing countries. Although the UNCTAD Code was not adopted after close to a decade of negotiations, it has important legacies that have affected global developments in the area of intellectual property and competition laws. A close study of the negotiations will also enable us to anticipate the challenges concerning the push for reform to strengthen the cross-border protection of workplace knowledge. This chapter begins by outlining the various restrictive business practices that are commonly written into international technology contracts between transnational firms on the one hand and firms or government agencies in developing countries on the other at the time of the UNCTAD Code negotiations. The chapter then examines the historical origins of both the Code and its predecessor. It discusses the disagreements between developed and developing countries as well as the reasons behind the Code's eventual failure. This chapter further highlights three of the Code's limited but important legacies. It concludes with six lessons or insights one can glean from studying the UNCTAD Code negotiations.
