Legal & IP

IP Ownership in Joint Development

Richard Hsu

Richard Hsu

by Richard Hsu at One Page Blog

After watching Sal Khan and the Khan Academy, it left me feeling envious of his abilities and talent, but also inspired to try and emulate his video concept.  With the help of my 12 year old daughter Maya, I have made a video which explains IP ownership in a joint development agreement on 1 page in about 100 seconds:

What law firm do you recommend for a startup?

QUESTION:

One of our founders asked the question, “We’re starting our search for a law firm. Do you have anyone you’d recommend? We’re looking for someone with investor contacts in our industry and someone with whom we can defer payment.”

ANSWER:

Naomi Kokubo

Naomi Kokubo

by Naomi Kokubo cofounder of Founders Space

Where can I find director and officer related documents, including indemnification agreements?

QUESTION:

Where can I find director and officer related documents, including indemnification agreements?

ANSWER:

Naomi Kokubo

Naomi Kokubo

by Naomi Kokubo editor of Founders Space

Below is a link to the Director and Officer Related Documents provided by Orrick.  Keep in mind, these do not replace having a good attorney, but they do provide a good starting point.

Go see Director & Officer Related Docs

Indemnification Agreement

Can I Convert a C Corporation to an LLC?

Ethan Stone

Ethan Stone

by Ethan Stone, Stone Business Law

QUESTION:

I converted my startup from a California LLC to a C Corp.  Our business had changed over the past year and I’d like to convert it back.  Is this possible?

ANSWER:

First, a quick but important clarification: I’m not your lawyer and this answer doesn’t establish a lawyer-client relationship. I’m giving a generic answer to a generic question to educate the users of this site. The information below is general in nature and should not be understood as a substitute for personal legal advice.

Does anyone have a template for compensating new advisors?

QUESTION:

I´m looking for a tempate to formalize compensation for a Scientific Advisor for a project I´m working on — Harvard Med School Prof.

ANSWER:

Eric Ferraro

Eric Ferraro

by Eric Ferraro at Bullivant Houser Bailey PC

How do I convert a California LLC to a Delaware corporation?

Ethan Stone

Ethan Stone

by Ethan Stone, Stone Business Law

QUESTION:

I have a California LLC, and I’m planning on converting to a Delaware C Corporation in anticipation of funding.  What should I consider when making this type of conversion?  And what do I need to do to get it done?

ANSWER:

What are the rules for using photos in a humorous news/parody site?

QUESTION:

We’re launching a website that will use photographs of celebrities, politicians and other public figures. The photographs will be used in parodies, satires and humorous videos of these public figures. (1) Are we allowed to do this without getting in trouble with the celebrities/politicians? (2) Are we allowed to use any photographs we find online (fair use) or do we have to license the photos from somewhere? (3) What’s the best place to get these photographs from? Can we just get the photos from news sites like CNN.com and FoxNews.com?

Do you know of any law firms who will assist an entrepreneur without charging an arm & a leg?

QUESTION:

I’ve read all the material on forming my startup, from going with an LLC to going with a Delaware C-Corp.

The reality is, I still need help from a professional lawyer to make sure all my paperwork is in order, my structure is the correct one, and so on. I’ve read about different incubators that assist startups in legal aspects so they can focus on product.

Is it easy to switch from an LLC to a C-Corp once I’m ready for investment?

I’m planning on bootstrapping my startup for at least the first six months. However, I do plan to seek investment down the line.  Is it easy to switch from an LLC to a C-Corp once I’m ready for investment?   What’s the best approach?

ANSWER:

by John Frankel, Founder of ff Asset Management

John Frankel

John Frankel

How do I find an investor to fund turning my idea into a patent?

QUESTION:

I have submitted a patent idea to a company, and they need $1,200 to do the patent search, design, and study group before looking for a buyer.  I have no money available, as I have just started a new job.  I would like to know if there any investors that would be willing to take a chance with me, or if you have any help for me to move forward.  Thank you very much.

ANSWER:

Naomi Kokubo

Naomi Kokubo

What do I need to do to legally set up an online social networking business?

QUESTION:

I’m entering the beginning stages for creating a new social networking website. It’s similar to Facebook and MySpace. What legal aspects of a traditional business would I need to make sure to handle properly  (e.g, fictitious business name statement, business license, form of ownership, etc.)?

ANSWER:

Antone Johnson

Antone Johnson

by Antone Johnson at Bottom Line Law Group

Can I post aricles I find on the web on my website without breaking copyright laws?

QUESTION:

I’m starting a website business on pet care.  I need to be able to use articles on my site as customer/visitor information on pet health, etc.  My only source for these articles would be the web, but I’m not sure how copyright or plagiarism applies if I use articles that I search for and put them on my site.  Any information on this would be very helpful.  Thanks!

ANSWER:

Naomi Kokubo

Naomi Kokubo

Do I need to register as a foreign business operating in Florida?

QUESTION:

I am forming a business wherein I will do freelance software development. All I need is myself and a computer, so I can be location independent. My hometown (in Florida) is expensive when it comes to starting a business so I was going to form a LLC in Delaware instead.  Do I need to register as a foreign business operating in Florida?

Top 10 Typical Work Law Errors Done By Organizations

Stacia Abner

Stacia Abner

by Stacia Abner, author of Employment Law Training

The contemporary American workplace is susceptible to numerous federal, state, and local laws and regulations that impose strict obligations on businesses (e.g., wage and hour legal guidelines, nondiscrimination laws, etc.). Many organisations, especially smaller organizations, tend not to know the scope of such obligations and, therefore, frequently (albeit inadvertently) violate what the law states. These violations can result in costly lawsuits, and also civil and criminal penalties. In my experience of being a defense attorney in addition to being a plaintiff’s lawyer, the commonest employment law mistakes done by corporations are these (in no particular order):

Does timing of filing an assignment document have a substantive effect on patentability?

Soody Tronson

Soody Tronson

by Soody Tronson at Soody Tronson Law Group

Conclusion First:  The case discussed below sets the UK standard in clarifying that an applicant claiming a right of priority must be entitled to do so at the date that the priority claim is made.  Any claim to priority made by a party not entitled to do so may contribute to the invalidity of the patent.

Any advice on getting a start-up attorney that will work without a retainer?

QUESTION:

I’m looking to work with a start-up attorney w/o a retainer.  Thanks.

ANSWER:

Russell Greenman

Russell Greenman

by Russell Greenman at Raines Feldman LLP

Will a corporation protect me from all liability?

QUESTION:

I’m the Chairman and CEO of a small startup. Will a corporation really protect me from all liability?

ANSWER:

Russell Greenman

Russell Greenman

by Russell Greenman at Raines Feldman LLP

One of the main advantages of incorporating a business (or forming an LLC) is to limit your personal liability for the debts/obligations of the business resulting from judgments or general debts to creditors. This protection, however, can be lost and without careful management you could be held liable for certain obligations of the corporation. Some things to look out for:

Can you recommend a good place to go to find online legal documents for setting up my company?

QUESTION:

I’m a first-time Silicon Valley entrepreneur.  Can you recommend a good place to go to find online legal documents for setting up my company?

ANSWER:

Naomi Kokubo

Naomi Kokubo

by Naomi Kokubo, Cofounder of Founders Space

Orrick’s startup toolkit helps with company formation and is a good place to start. It doesn’t replace having a good attorney, but it should give you an idea of what’s involved in setting up typical Silicon Valley startup.

Where can I download an NDA and assignment of inventions agreement?

QUESTION:

One of our founders asked, “Do you know where I can download an NDA and an agreement for the assignment of inventions.  I just need the basic boilerplate documents.

ANSWER:

Below is a link to the Technology Related Legal Documents provided by Orrick.  Keep in mind, these do not replace having a good attorney, but they do provide a good starting point.

Go see Technology Related Legal Docs

Confidential Information and Invention Assignment Agreement for Employees

Can I simply abandon a California corp?

QUESTION:

Can I simply abandon a California corp and leave it blowing in the wind? I started a company a while back, and it didn’t work out. Since then, I’ve moved on to another profitable venture. Instead of bothering to close down the old company, can I simply abandon it. What will happen? Am I liable for anything like taxes?

ANSWER:

Ethan Stone

Ethan Stone

by Ethan Stone, Stone Business Law