The intensifying geopolitical tensions around the world have significantly increased the complexity and legal burden placed on cross-border Technology Transactions (CTT), which include but are not limited to, Joint Ventures (JV), Mergers & Acquisitions (M&A), Licensing Agreements and Strategic Alliances (SA), all of which are critical to the process of Innovation and Growth. In addition to traditional commercial and compliance issues, these types of deals now face scrutiny from a National Security perspective, as well as Export Control regulations and Strategic Competition between Major Powers. As Geopolitical Tensions have intensified between Major Powers, so too have the number of National Security and Economic Sovereignty concerns surrounding these types of Technology Deals. The result has been that Agreements that previously would have been structured under Traditional Commercial Frameworks are now facing Unprecedented Levels of Regulatory Scrutiny and Complexity in the Contractual Terms. Agreements now must not only provide for Commercial Risk; they must also contain provisions for Intellectual Property (IP) Protection, Export Control, Data Sovereignty, and Geopolitical Risk, which require a different approach to drafting than was previously thought necessary under Traditional Terms.
Geopolitical Tussle over cutting edge technology
Technology such as semiconductors, artificial intelligence (AI), telecommunications infrastructure, and encryption software is often deemed “critical” and subject to review. This heightened scrutiny means that IP is not merely a commercial asset, it becomes a strategic asset linked to national competitiveness and security. Regulatory regimes such as the U.S. Committee on Foreign Investment in the United States (CFIUS) and similar bodies in the EU and Asia now evaluate transactions including pure private tech deals for their implications on national security. These developments have blurred the line between commercial and strategic governance, requiring contracting parties to pilot dual legal regimes.
Protecting IP trade: Jigsaw Puzzle through legislation
Ambiguous definitions of background IP (pre-existing intellectual property) and foreground IP (newly developed technology) can undermine the enforceability of rights across jurisdictions, where local laws diverge from the contracting party’s expectations. Without precise Contracts language that fail to do so, risk downstream disputes and even loss of enforceability in other jurisdictions, ownership and use rights can become contested, leading to costly disputes. Standard non-disclosure agreements (NDAs) are often insufficient. Contracts now include technical safeguards such as controlled access environments, localization of key systems, and operations protocols that restrict the exfiltration of source code and proprietary algorithms.
Apart from classical IP clauses, geopolitical friction also pushes parties to address data protection, export controls, and localization. With laws such as the EU’s General Data Protection Regulation (GDPR), India’s Data Privacy and Data Protection Act (DPDP), Brazil’s LGPD, and China’s evolving data IP jurisprudence, contracts must map data flows, consent mechanisms, and retention policies that satisfy each jurisdiction’s requirements. Geopolitical friction has elevated the importance of export control compliance in tech deals. Export control laws often classify certain software, algorithms, or technical data as controlled items, requiring licences before these materials can be transferred internationally. Inadequate compliance can result in punitive enforcement actions, license revocations, or bans on future transactions.
Judicial Shortcomings
The disparity in judicial approaches to IP protection across jurisdictions adds to the complexity of cross-border litigation and enforcement, in Intellectual Property and Patent Eligibility, In Intellectual Ventures I LLC vs. Symantec Corp., the United States Court of Appeals for the Federal Circuit considered the scope of patent eligibility for software inventions, holding certain patents invalid under U.S. law, underscores IP enforceability particularly for core software patents can materially affect cross-border deals where underlying assets reside in multiple jurisdictions. Patent Misuse and Standards Licensing, in Princo Corp. vs. ITC, the Federal Circuit clarified aspects of patent misuse within licensing arrangements, while this was an antitrust context, the decision has relevance where cross-border tech deals involve standard essential patents and licensing pools, as it informs the limits of contractual licensing terms. The protracted litigation between industry players such as Qualcomm and Broadcom illustrates how cross-licensing negotiations become intertwined with antitrust and cross-border IP enforcement. Disputes over licensing fees, enforcement actions through the U.S. International Trade Commission (ITC), and parallel actions in Europe and Asia highlight the risks when critical tech portfolios are enforced differently across jurisdictions.
Manoeuvring Muddled Structure
These layered complexities in addition to geopolitical friction, requires anticipatory measures on drafting of contract, licencing and IP agreements etc. like Comprehensive due diligence on IP portfolios, export control classifications, and data governance regimes in each relevant jurisdiction. Customized IP contracts emphasizing ownership, assignment, limited licensing, and technical safeguards over boilerplate clauses Regulatory compliance protocols including triggers for mandatory filings e.g., investment review, export licences and built-in termination rights for regulatory non-compliance. Neutral dispute resolution mechanisms that harmonise enforcement across jurisdictions and protect confidentiality of sensitive technology such as ICC, UNCITRAL, or SIAC. Continuous monitoring frameworks to track changes in geopolitical climates, export controls, and national IP laws that could affect ongoing operations.
In the view of state, technology itself is considered as a medium of tactical value, the contractual command must account for certain issues of export control related laws and reviews for the purpose of national security reasons, and the significantly varied judicial regimes in international law. These particular judicial precedents in the meaning of patent exhaustion and the boundaries of procedural discovery in international litigation highlight the value of overall contractual planning in the area of Intellectual Property and international collaboration.
Sweety Tuli is a legal content writer at Legallands.com, specializing in corporate advisory, legal research, and strategic business compliance. Her work focuses on simplifying complex legal concepts for entrepreneurs, investors, and professionals navigating multi-jurisdictional frameworks, particularly across India and the UAE.
With a keen understanding of corporate law, regulatory affairs, and policy reforms, Sweety contributes insightful analyses on topics such as company formation, CEPA-driven trade policies, taxation frameworks, intellectual property, and digital compliance.
She is passionate about bridging the gap between legal interpretation and business practicality—helping organizations align their operations with legal governance, ethical standards, and global best practices.
Through her articles at LEGALLANDS LLP, Sweety aims to make legal knowledge more accessible, strategic, and actionable for businesses operating in a rapidly evolving regulatory environment.
