The document provides an overview of intellectual property issues that are important for startups, including what types of intellectual property exist, how to determine ownership of intellectual property, and common contractual provisions and other legal issues that startups should be aware of such as open source licensing, restrictions on business, and privacy concerns. It was presented by attorneys from Fenwick & West LLP, a law firm that focuses on technology companies, to provide a basic introduction to intellectual property issues relevant to startups.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
There are numerous pitfalls to launching a startup: losing intellectual property rights, overcomplicating the financing, failing to establish the ground rules with co-founders, and more. Fenwick partner Andy Albertson shares tips for planning and building a successful business in this presentation given at UW CoMotion. Topics include IP rights, employment contracts, formation best practices, initial capitalization issues, compliance with securities laws, retaining founders and key employees, and building a strong board.
Legal Considerations for Technology EntrepreneursFenwick & West
Fenwick partner Dan Dorosin reviews the legal issues tech entrepreneurs face along the road from idea to successful enterprise. Learn more about when a lawyer typically gets involved and why and the key steps in a startup’s corporate life cycle—including company formation, founding team considerations, equity allocation, founder equity arrangements and the financing process.
Selling a Private Company: An Executive Guide to Help Prepare and Manage a Pr...Fenwick & West
In this presentation, Fenwick & West partner Kris Withrow highlights the process and negotiation strategies that drive value and the key steps and hot-button issues that ensure there are no skeletons in the business that could leave your team or counsel flat-footed.
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
Buying & Selling IP (Series: Intellectual Property 201)Financial Poise
IP rights are an important class of intangible assets that can be assigned or licensed to generate revenue. Indeed, some companies do not make or sell products; their entire revenue is derived from the licensing of their patents. Suffice it to say, licensing revenue has become a significant source of value in the global intellectual property economy. This webinar will help you better understand the complex legal issues associated with IP transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/buying-selling-ip-2021/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
Dean-Willcocks Advisory arguably boasts one of Australia’s most professional boutique insolvency and business advisory teams. Principals, Ron Dean-Willcocks, Anthony Elkerton and Cameron Gray have combined experience of over 80 years. With a dedicated team of genuine professionals and a strong work ethic, Dean-Willcocks Advisory has the ability to achieve the best possible outcome.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
This presentation discusses what entrepreneurs need to do to prepare their Company for investment by angel investors and venture capitalists. For legal counsel in this area, contact Attorney Robert Adelson at rob@attorneyadelson.com. Visit https://executiveemploymentattorney.com for more publications by Attorney Robert Adelson.
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
In this section of "Rise of the Machines: Avoiding the Legal Pitfalls of App Development" Roger Royse, founder of the Royse Law Firm, discusses:
1. Misclassification: Independent Contractor vs. Employee
2. Managing Risk: What Are the Direct & Indirect Costs
3. Strategies for Avoiding Misclassification
4. Reporting
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
How to Split the Pie, Raise Money, and Reward Contributors (Idea To IPO)Roger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give to the venture capitalists?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
It all starts with an epiphany. Every invention begins with a single “eureka moment” or some “brilliant revelation” that causes the inventor to take action.
These epiphanies become the idea seeds planted by inventors around the world. But we can only wish the process was as simple as adding water and fertilizer and waiting for the ideas to spring to life.
Inventions are not just patents to be hung on a wall. They are the starting point for a new business enterprise. So, not only does the inventor have to figure out how to create a working product or device, they also have to drive it forward, creating a business model that will enable it to survive. And that’s where we come in.
The Inventor Boot Camp will help you focus on what’s important. We will show you ways to leverage your time and resources, eliminate unnecessary work, and direct your energies towards driving your product forward. And most importantly, we will teach you what it takes to become successful.
Key Strategies to Learn
How to perform an early stage benefit/market analysis to decide in advance who your end customer will be. Once you fully understand who your customer is, only then can you begin to piece together your business model.
How to develop a profit-centric mindset, the same thinking used by most successful inventors, to maximize your odds of success.
How to decide if your invention needs to be patented. If it doesn’t, this can save you significant amounts of money.
Who you should be listening to. Advice will come from many sources, but not all of it will be good.
How to best position yourself for funding. Hear it directly from the people who have money to invest.
What Every Founder/Entrepeneur Must Know (Series: The Start-Up/Small Business...Financial Poise
Congratulations. You are a founder of a company and you have just been given an hour to ask several experts anything you want about the subject. Some questions will certainly focus on IP, since intellectual property is so important to so many businesses. Some questions will touch on outsourcing- perhaps of manufacturing, perhaps of certain other functions. Formation, capital raising, and HR are also fair game. And since the panel includes two attorneys, you can be sure that the conversation will cover both the business and legal aspects of the various topics discussed. The panel will also discuss planning for incremental growth; and, while pandemic continues, the availability of PPP loans and governmental assistance.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/what-every-founder-entrepreneur-must-know-2021/
Buying & Selling IP (Series: Intellectual Property 201)Financial Poise
IP rights are an important class of intangible assets that can be assigned or licensed to generate revenue. Indeed, some companies do not make or sell products; their entire revenue is derived from the licensing of their patents. Suffice it to say, licensing revenue has become a significant source of value in the global intellectual property economy. This webinar will help you better understand the complex legal issues associated with IP transactions.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/buying-selling-ip-2021/
Selecting the Right Valuation Expert (Series: Valuation)Financial Poise
You have a business interest, an asset, or a potential liability that you need to value. When do you need a valuation expert? While some negotiations or transactions may require an independent third party for appraisals, nearly all litigation on these topics will require an expert. How do you evaluate the credentials of an expert? What type of experience will you need your expert to possess? The process of selecting the appropriate expert starts with identifying the issues in dispute. This webinar explores the key factors you should consider in choosing your valuation expert.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/selecting-the-right-valuation-expert-2021/
Dean-Willcocks Advisory arguably boasts one of Australia’s most professional boutique insolvency and business advisory teams. Principals, Ron Dean-Willcocks, Anthony Elkerton and Cameron Gray have combined experience of over 80 years. With a dedicated team of genuine professionals and a strong work ethic, Dean-Willcocks Advisory has the ability to achieve the best possible outcome.
This webinar is critical for entrepreneurs who will be raising a preferred round in the near future. This webinar is designed to teach you what to expect when your company sells preferred stock in a venture round.
During this webinar, veteran Silicon Valley venture capital attorney Jason Putnam Gordon will cover the following topics:
· What venture capitalists are looking for when they invest in a company
· What makes a company a potential investment for a venture capital fund
· Pre-round issues
· What makes a good investor and how to find them
· How to negotiate a term sheet
· The deal documentation
· The diligence process
· Closing issues
· Post-closing issues
· Common pitfalls when raising venture capital
· And much, much more
Splitting equity among founders, team members, and other parties can often be a challenging process fraught with pitfalls for many startups.
The speaker will discuss the following issues:
1) the different types of shares available for issuance to founders and rights associated with such shares
2) the issues most commonly taken into account in connection with allocation of equity among the founding team
3) the common mistakes made by founders at the equity allocation stage and best practices for founders to follow at the entity formation stage
and more!
This presentation discusses what entrepreneurs need to do to prepare their Company for investment by angel investors and venture capitalists. For legal counsel in this area, contact Attorney Robert Adelson at rob@attorneyadelson.com. Visit https://executiveemploymentattorney.com for more publications by Attorney Robert Adelson.
US/ Canada cross-border tax planning could be impacted by the recent finalization of Section 385 regulations by the IRS and Treasury Department. Because most of these new rules apply with an effective date reaching back to April 5, 2016, it is imperative that Canadian companies with U.S. activities assess their potential impact and develop a strategy for managing their exposure to these rules.
Directors of Oil and Gas companies are currently faced with challenging market conditions. This presentation will act as a introductory guide to directors about the options available to improve the position of their companies.
In this section of "Rise of the Machines: Avoiding the Legal Pitfalls of App Development" Roger Royse, founder of the Royse Law Firm, discusses:
1. Misclassification: Independent Contractor vs. Employee
2. Managing Risk: What Are the Direct & Indirect Costs
3. Strategies for Avoiding Misclassification
4. Reporting
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/executive-compensation-2021/
How to Split the Pie, Raise Money, and Reward Contributors (Idea To IPO)Roger Royse
What’s my startup worth? How much equity should founders have? How much equity should I give to employees and consultants? How much should I give to the venture capitalists?
Silicon Valley startup attorney Roger Royse of the Royse Law Firm discusses the basic valuation and ownership issues involved in a startup’s life, from formation to financing to exit, including how to value your company and the contributions of stakeholders and investors at each step with a particular emphasis on different models, best practices and traps to avoid.
It all starts with an epiphany. Every invention begins with a single “eureka moment” or some “brilliant revelation” that causes the inventor to take action.
These epiphanies become the idea seeds planted by inventors around the world. But we can only wish the process was as simple as adding water and fertilizer and waiting for the ideas to spring to life.
Inventions are not just patents to be hung on a wall. They are the starting point for a new business enterprise. So, not only does the inventor have to figure out how to create a working product or device, they also have to drive it forward, creating a business model that will enable it to survive. And that’s where we come in.
The Inventor Boot Camp will help you focus on what’s important. We will show you ways to leverage your time and resources, eliminate unnecessary work, and direct your energies towards driving your product forward. And most importantly, we will teach you what it takes to become successful.
Key Strategies to Learn
How to perform an early stage benefit/market analysis to decide in advance who your end customer will be. Once you fully understand who your customer is, only then can you begin to piece together your business model.
How to develop a profit-centric mindset, the same thinking used by most successful inventors, to maximize your odds of success.
How to decide if your invention needs to be patented. If it doesn’t, this can save you significant amounts of money.
Who you should be listening to. Advice will come from many sources, but not all of it will be good.
How to best position yourself for funding. Hear it directly from the people who have money to invest.
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/legal-issues-for-innovators-inventors-2021/
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
Part of the webinar series: INTELLECTUAL PROPERTY 201 - 2022
See more at https://www.financialpoise.com/webinars/
IP: What Every Lawyer & Every Client Must Understand (Series: Intellectual Pr...Financial Poise
Intellectual property or “IP” is a term used to describe certain types of intangible property. Like other forms of property, such as real estate and personal property, IP can be owned, purchased or transferred. How ownership is determined differs according to the type of IP. This webinar discusses the importance of certainty in ownership of IP and how ownership of IP is entangled with areas of corporate law and employment law.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/ip-what-every-lawyer-every-client-must-understand-2021/
Effective legal representation of innovators and inventors requires careful thought and consideration. Among other things, care must be taken to properly initiate communications, prepare assignments, and handle subsequent legal disputes. This webinar discusses common legal issues that often arise during the representation of innovators and inventors. It also includes valuable advice from both innovators/inventors and the IP attorneys who represent them.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/legal-issues-for-innovators-inventors-2020/
IP rights are an important class of intangible assets that can be assigned or licensed to generate revenue. Indeed, some companies do not make or sell products; their entire revenue is derived from the licensing of their patents. Suffice it to say, licensing revenue has become a significant source of value in the global intellectual property economy. This webinar will help you better understand the complex legal issues associated with IP transactions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/buying-selling-ip-2020/
Traklight Webinar with Shane Olafson and Kyle Siegal on Patent Dos and Don'ts...Traklight.com
A discussion of patent tips for startups, including:
- Carefully allocating precious startup funding
- Properly limiting disclosure of new products and concepts
- Understanding patent application timelines
- Knowing when a provisional application may be appropriate
The rise of entrepreneurs and internet publishing has also lead to growth in intellectual property (IP) needs. From copyright and trademarks to patents, IP law is a hot area as the economy grows. However, whether you're looking to create a new practice group or just integrate a few new cases, IP is not just an area of law to tackle on your own. IP is its own practice area that requires specialized knowledge. Get a jump on including IP law in your practice by attending this webinar.
Join Clio's Joshua Lenon and Nehal Madhani of the Alt Legal, provider of docketing and assembly tools for IP law firms, as they discuss:
What is involved in running an IP law practice,
What are the ethical obligations of IP law,
Tools required by IP lawyers, and
Talking with clients about their IP needs.
This IP Strategy Overview was presented at a conference of innovators at Georgia Tech's College of Architecture in October 2013. The goal of this presentation is to go beyond the usual lawyer-generated content to highlight not only the positive aspects of IP, but also to give a reality check as to the likely ROI of investment in protection. A basic overview of IP (patents, copyrights, trademarks, trade secrets) is provided. Additionally, commonly overlooked forms of intangible asset value are presented. A case study of an innovation protection strategy is highlighted. Recommendations for business relevant IP and patent protection strategies are also included.
A Step-by Step Guide to Starting a Nanotech Business
Objective: To build a viable business selling nanotechnology to make profit
How to:
1. Set up your nanotech business structure.
2. Raise financing, receive government grants and tax breaks.
3. Hire developers, employees, subcontractors and suppliers.
4. Protect ownership of your intellectual property in nanotechnology.
5. Use open innovation to enhance R&D.
6. Commercialize your nanotechnology by licensing and distribution.
Presentation given to the Chicago Lean Startup Circle on Dec. 1, 2011.
In a lean startup, getting product-to-market-fit is everything. Along the way, consider core IP issues to make sure your startup owns all of the value that you are adding. You can also have lean IP, just make sure you fully understand the implication of bootstrapping.
As always, consult with a lawyer if you have questions or concerns.
IP - What Every Lawyer & Every Client Must Understand (Series: Intellectual P...Financial Poise
Intellectual property or “IP” is a term used to describe certain types of intangible property. Like other forms of property, such as real estate and personal property, IP can be owned, purchased or transferred. How ownership is determined differs according to the type of IP. This webinar discusses the importance of certainty in ownership of IP and how ownership of IP is entangled with areas of corporate law and employment law.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/ip-what-every-lawyer-must-understand-2020/
Inventor Boot Camp Thomas Franklin 10 17 2009dr2tom
Introduction to Intellectual Property (IP)
Presentation includes types of IP - Trade Secrets, Copyrights, Trademarks, Patents; Timing Issues for Protecting IP; and Patent Strategy Models
Affordable Stationery Printing Services in Jaipur | Navpack n PrintNavpack & Print
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VAT Registration Outlined In UAE: Benefits and Requirementsuae taxgpt
Vat Registration is a legal obligation for businesses meeting the threshold requirement, helping companies avoid fines and ramifications. Contact now!
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Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
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Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
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The world of search engine optimization (SEO) is buzzing with discussions after Google confirmed that around 2,500 leaked internal documents related to its Search feature are indeed authentic. The revelation has sparked significant concerns within the SEO community. The leaked documents were initially reported by SEO experts Rand Fishkin and Mike King, igniting widespread analysis and discourse. For More Info:- https://news.arihantwebtech.com/search-disrupted-googles-leaked-documents-rock-the-seo-world/
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
2. 2
• Why IP is important.
• What IP is.
• What are the hot-button issues for startups?
Outline of Topics
3. 3
• The information provided is not legal advice and should not be construed
as such.
• Please see your attorney should you require legal advice.
Disclaimers
4. 4
• Founded in 1972 as one of the first law firms to focus solely on technology
companies.
• Many attorneys with advanced technical degrees.
• Many attorneys with practical business and technical experience.
• Emphasis on attorneys that understand the industries they serve.
About Fenwick & West LLP
6. 6
• Technology – software, hardware, architectures, processes, product roadmap
• Data
• Customer information
• Brand, logo, domain name
• Business processes, logistics
• People, know-how
• Relationships, reputation
Intellectual Property = VALUE
7. 7
• You create something that falls within a class protected by the law.
• For some classes, you get protection automatically. For other classes, to
get protection, you should/must go through a registration, application or
examination process.
• “Protection” is a negative right. The law does not give you the right to use
your creativity. It only gives you the right to stop others from using your
creativity.
The General IP Model
9. 9
Type of IP What is Protectable Examples
Contract, IP As defined in the contract technology
business information
Trade Secrets Secrets with economic value non-public technology
product roadmap
Patent Inventions new technology
Copyright Creative, authored works software
content
Trademark Branding marks and logos
slogans
Domain Names Presence startup.com
There are five (and a half) main types of IP protection.
10. 10
• There is no registration process.
• You have whatever protection is defined in the contract (e.g., NDA gives
you certain rights to protection of your confidential information).
Protection against “disclosure”
Protection against “use”
• The protection lasts for the time
period defined in the contract.
Contract (NDA) can protect confidential information.
11. 11
• Beware of certain clauses:
Feedback. During the Term, each party shall provide the other party with Feedback
regarding the other party’s products and services. “Feedback” means any
requirements, expectations, suggestions, test results, error data, bug reports or other
information and materials provided by one party to the other party regarding such
other party’s products or services. The party providing such Feedback irrevocably
assigns to the other party all of the providing party’s right, title, and interest in and to
the Feedback, including all patent rights, copyright rights, trade secret rights, and other
intellectual property rights therein.
Contract (NDA) can protect confidential information.
12. 12
• Beware of certain clauses:
Residuals. Each party has the right to use for any purpose the Residuals resulting from
access to or work with the other party’s Confidential Information. The term
“Residuals” means information in non-tangible form that is retained in the memories of
persons who have had access to the other party’s Confidential Information, including
any generalized ideas, concepts, know-how or techniques contained therein. Nothing
in this section or otherwise will be deemed to grant to either party a license under any
of the other party’s patents or copyrights. Neither party shall have any obligation to
limit or restrict the assignment of such persons or to pay royalties for any work
resulting from the use of Residuals.
Contract (NDA) can protect confidential information.
13. 13
• There is no registration process, but there must be economic value in
keeping the information secret.
• Trade secret gives you the right to prevent others from stealing your secret
or from using stolen secrets.
• Trade secret protection lasts for as long as
the secret remains a secret.
• Trade secret does not prevent
reverse engineering or
independent development.
Trade secret provides some protection for information and ideas.
14. 14
• Application and examination are required.
USPTO will examine your application.
Typical cost for application and exam is $10-30k.
Typical time for application and exam is 1-4 years.
• Patent gives you the right to prevent others from making, using and selling
your invention, even if the invention was independently developed by the
infringer.
• Patent protection typically lasts for 15-20 years.
• Patent does NOT give you the right to use the invention yourself (because
you may be infringing someone else’s patent).
Patents provide robust protection for inventions.
15. 15
• Copyright registration is optional, but is required to sue for infringement.
There is no examination.
Typical cost for registration is $1-2k.
Typical time for registration is a few months.
• Copyright gives you the right to prevent others from copying your work, but
copyright does not protect the underlying ideas.
• Copyright protection lasts practically forever.
• Copyright does not prevent
independent development.
Copyright protects works of authorship.
16. 16
• Trademark registration is optional, but has significant advantages:
USPTO will examine your mark.
Typical cost for application and exam is $1-5k.
Typical time for application and exam is 2-3
years.
You get broader protection if approved.
• Trademark gives you the right to prevent others from using confusingly
similar marks.
• Trademark protection lasts as long as you are using the mark.
• The more you use the mark,
the stronger your protection.
Trademark protects branding and marks.
17. 17
• Domain name registrations help customers and partners find you:
[Company].com
[Product].com
[Market].com
• Registrations are easy to obtain (e.g., GoDaddy.com).
• Domain names last as long as you renew/pay for them.
Domain names are an extension of TM/branding
18. 18
• IP Ownership
Founders and pre-formation IP
Employees, contractors and consultants
IP assigned or licensed to customers and others
Government and university relationships
Hot-Button Issues for Startups:
19. 19
• IP Ownership
Founders and pre-formation IP
• Founders developed IP prior to forming the company
• Founders were working for former employer at the same time
– Inventions that relate to the employer’s business, or actual or demonstrably anticipated research or development of
the employer.
Hot-Button Issues for Startups:
20. 20
• IP Ownership
Employees, contractors and consultants
• Get signed, written assignments (“I hereby assign…”)
– Employer owns copyright by default (“work for hire”)
• Doctrine does not apply to contractors/consultants
– Inventor owns patents by default (not employer)
• Ownership regimes are often different outside the US
• Inventors may be entitled to compensation
– Rights of authorship / moral rights may not be transferable
• Beware of overreaching (too much of a good thing can be bad)
– Cal. Labor Code 2870
– Non-competes
Hot-Button Issues for Startups:
21. 21
• IP Ownership
Employees, contractors and consultants
• Employees “moonlighting” or involved in other activities
– Avoid if possible
• Keep everything on company time, company premises, and company equipment
– Advisors, board members
– Open source projects and standards activities
Hot-Button Issues for Startups:
22. 22
• IP Ownership
Employees, contractors and consultants
• University professors/graduate research
– University IPR Policy. This policy establishes the rights and responsibilities of all faculty, staff, and students … who
discover or invent a device, product, or method, while associated with the University, whether or not University
time or facilities are used.
– The University claims ownership and control of the worldwide patent and intellectual property rights which result
from activities of its faculty, staff, and students. University "faculty and staff" includes all persons who hold any
official faculty or staff relationship to the University…
Hot-Button Issues for Startups:
23. 23
• IP Ownership
Employees, contractors and consultants
• Outsourcing development:
– Limit to non-core development projects for staff augmentation if possible and ensure knowledge transfer
• May undermine value to potential acquirer
– Get signed, written assignments of IP developed
– Get broad, non-terminable license to any “background IP”
– Ensure dedicated team
• Availability/expertise
• Avoid leakage to competitors
Hot-Button Issues for Startups:
24. 24
• IP Ownership
IP assigned or optioned to customers and others
• Joint development
• Customer owned deliverables
• Government funded development/grants
Hot-Button Issues for Startups:
25. 25
• IP Ownership
Beware of certain clauses
• Customer Owned Deliverables. All Deliverables are “work made for hire” for Customer. To the extent any
Deliverables do not qualify as a work made for hire, Supplier assigns all right, title, and interest in and to
the Deliverables, including all IP rights, to Customer. Supplier waives, and agrees not to assert, any moral
rights that may exist in the Deliverables.
Hot-Button Issues for Startups:
26. 26
• IP Ownership
Beware of certain clauses
• IP Non-Assertion. During and after the Term, you will not assert, nor will you authorize, assist, or
encourage any third party to assert, against us or any of our affiliates, customers, vendors, business
partners, or licensors, any patent infringement or other intellectual property infringement claim
regarding any Service Offerings you have used.
Hot-Button Issues for Startups:
27. 27
• Third-Party Dependencies
Software and other technology
Data, text, video and other content
• User generated content
APIs and integrations
Design, manufacturing and supply relationships
Hot-Button Issues for Startups:
28. 28
• Open Source
Open Source and “Conditional” Licenses
Legal and Practical Consequences of Failure to Comply with Open Source Conditions
The Continuum of Open Source Licenses: From Permissive to Restrictive
The Meaning of “Copyleft” and its Legal Implications
Open Source Implications of On-Premise vs. SaaS/Cloud based Delivery Models
Best Practices for Managing Open Source Compliance
Hot-Button Issues for Startups:
29. 29
• Requirements for redistribution, access to source, attribution, etc. are stated as
conditions of the license grant
• Any act beyond scope of the license can be copyright infringement –
See Jacobsen v. Katzer (Fed. Cir. 2008):
“If a license is limited in scope and the licensee acts outside
the scope, the licensor can bring an action for copyright
infringement . . . The clear language of the Artistic License
creates conditions to protect the economic rights at issue in
the granting of a public license.”
• Actual damages, disgorgement of profits, statutory damages, and attorneys’ fees
Up to $150,000 for willful conduct, per infringed work
• Injunctive Relief
• Risk to Proprietary Code?
Open Source as Conditional License
30. 30
Continuum of Open Source License Conditions
Permissive Weak Copyleft Strong Copyleft
BSD Apache MPL/Eclipse LGPL GPL/Affero
MIT
31. 31
• Right to redistribute is central to the definition of “open source”
• Most problematic aspect of open source licenses
Especially for derivative works and modifications under the Copyleft Licenses.
• Right to distribute verbatim code and derivative works/modifications
conditioned on compliance with:
Copyleft/forcing provisions
Attribution Requirements
Advertising Requirements
Disclaimers of Warranty
• If you don’t redistribute code, most conditions do not apply.
Great for internal use applications and SaaS offerings
Redistribution as Trigger of Most Conditions
32. 32
• Maintain accurate inventory of open source
Even for internal use or SaaS applications, because may want to distribute some day
Use Palamida for internally developed and acquired software code
• Establish open source policies and Open Source Review Board
• Avoid Linking to Strong Copyleft Code in Distributed Applications
• Training, Training, Training
Best Practices for Open Source Compliance
33. 33
• Restrictions on Business
Exclusivities
Rights of first refusal/negotiation
Sole source or “must carry” requirements
Non-competition/non-solicitation clauses
MFN and other pricing restrictions
Hot-Button Issues for Startups:
34. 34
• Restrictions on Business
Exclusivity. Company will exclusively use Supplier for the services and will not use any
other party for provision of the same, similar, or comparable services.
Hot-Button Issues for Startups:
35. 35
• Restrictions on Business
Right of First Refusal/Negotiation. Prior to making an offer to any third party to
develop and provide an Additional Service Offering, Developer will offer to Customer, in
writing, an opportunity to have Developer to develop and provide such Additional
Service Offering to Customer. If Customer proposes different terms and conditions to
Developer, Developer and Customer will, in good faith, attempt to negotiate a
definitive agreement under terms and conditions that are reasonably acceptable to
both parties.
Hot-Button Issues for Startups:
36. 36
• Restrictions on Business
Non-Solicit/No-Hire (Employment Context). For a period of one (1) year following the
Closing Date, (i) Seller will not (and shall cause its Affiliates not to) solicit (other than
general solicitations through newspapers or other media of general circulation not
targeted at such employees) any Buyer Employees and (ii) Seller will not hire any Buyer
Employees regardless of any solicitation activities during the period such person is an
employee of Buyer or any of its Affiliates and for six months after such person’s
employment with the Purchaser ends (unless such employment has been terminated
by Seller).
Hot-Button Issues for Startups:
37. 37
• Restrictions on Business
Non-Solicit (Business Context). For two (2) years following the Closing Date, Seller and
its Affiliates will not solicit or target persons or entities who were customers of
Business on the date hereof and as of the Closing Date, whether by personal contact,
by telephone, by facsimile, by mail or other form of solicitation or communication, or in
any other way except for general solicitations that are directed to the general public
and not directed specially to persons or entities who were customers on the date
hereof and as of the Closing Date.
Hot-Button Issues for Startups:
38. 38
• Restrictions on Business
Most Favored Customer (MFN). Seller warrants that the prices offered to Purchaser for
purchase of the Products shall be at least as favorable as the lowest prices at which
Seller has sold (or offered to sell) the Products to any other customer. If Seller has sold
(or offered to sell) the Products to any other customer at prices that are lower than the
prices that Seller has offered to sell Products to Purchaser, Seller will immediately offer
such lower prices to Purchaser. In addition, at Purchaser’s option, Seller will promptly
refund or credit to Purchaser any amounts charged to Purchaser in excess of the prices
offered to such other customer for purchases made by Purchaser as of the date it was
entitled to such lower prices.
Hot-Button Issues for Startups:
39. 39
• Assignment/Change of Control Issues in Contracts
Loss of critical third party technology
Source code escrow or other springing rights
Affiliates issues
Hot-Button Issues for Startups:
40. 40
• Infringement Litigation and Threats
Pending and prior litigation matters
IP indemnity claims by customers/partners
Solicitations from “non-practicing entities” and other patent holders
Letters from prior employers of current employees regarding non-competition and
non-disclosure obligations
Hot-Button Issues for Startups:
41. 41
• Export, Trade and Regulatory Compliance
Establish and maintain a written export compliance policy
Obtaining export control classification numbers prior to export
Cross checks against embargoed country and denied person lists
Submitting review requests for encryption and technology exports
Obtaining export licenses for actual and “deemed” exports
Hot-Button Issues for Startups:
42. 42
• Privacy, Security and Data Rights
Data collection, use, retention and sharing
Data security standards
Breach notification procedures
Hot-Button Issues for Startups: