Ambiguità e patologie nei contratti di trasferimento tecnologico

ABSTRACT The present doctoral thesis examines technology transfer agreements (“TTAs”) as a key tool for fostering innovation in today’s knowledge-based economy. Built on the idea that collaboration and knowledge-sharing drive both corporate growth and social welfare, the research explores how TTAs enable the circulation and valorization of protected knowledge. By combining Italian general and specific law provision, as well as contractual perspectives, the work aims at providing a comprehensive framework to understand their structure, functions, and challenges. A special focus is placed on the practice of “constructive ambiguity”: the deliberate use of vague contractual clauses to bridge negotiation gaps, reduce transaction costs, and create flexibility for future adjustments. While this technique can be strategically valuable, it also carries risks, especially when ambiguity touches on core contractual obligations, potentially leading to disputes and costly litigation. The research argues that ambiguity should not be dismissed as merely problematic but should be consciously managed. When supported by careful due diligence, balanced risk allocation, and mutual trust, constructive ambiguity can serve as a driver of adaptability and long-term stability in contractual relations. A specific section of the dissertation is dedicated to the analysis of clauses used in contractual practice, with particular attention given to assessing their strengths and weaknesses, as well as identifying possible areas for improvement, with the aim of developing a set of best practices. The analysis also addresses the pathologies most frequently associated with TTAs, such as the invalidity of licensed intellectual property rights, conflicts over trade secret protection, and market changes affecting the exploitation of transferred technologies. These situations highlight the importance of allocating risks ex ante and of employing contractual safeguards capable of mitigating severe consequences for the parties involved.