Now, Outside the Cube has announced a great new crash course for aspiring and new entrepreneurs: Business 101.
It will cover the accounting, social media, marketing and legal aspects
of starting and running a business that you need to know.I've been asked to teach the legal portion of the class and am so excited. Elizabeth Potts Weinstein and Stefania Pomponi-Butler are my co-faculty for this course. The schedule and signup is here. Please join us!
After a year in the making, my co-authors, Julie Tower-Pierce and Paul Gilles, and I are so excited to announce t he rel ease of our book Virtual Incorporation: A Lawyer's Guide to the Formation of Virtual Corporations. It is published by the American Bar Association and is available for pre-order now. This was so much fun to write and I can't wait to see where the discussion leads.
Tomorrow I am headed to Chicago for the BlogHer'09 Conference. I am very excited to meet up with fellow bloggers, see what some of my blog/internet/media clients are up to and generally enjoy some interesting sessions (and some parties too!).
I spoke at BlogHer last year on legal issues with blogging (in the Taking Care of Business session, I believe it was called), so thought I would repost my materials and guides for anyone that is interested. Check them all out here.
I think some of the interesting sessions from a legal perspective this year will be on the new FTC regulations regarding blogging and product reviews. I have written a bit about this and have been watching it closely.
In other news, I think this tool from Stanford University's Copyright & Fair Use is very useful in evaluating when a use is fair. As I've said before, it is not a simple test, so I think that tools like this can really provide some much needed air.
The State of the Net West Conference, hosted by the Congressional Internet Caucus Advisory Committee, is being held at Santa Clara University School of Law on August 5, 2009. I went to this conference last year and it was fantastic. I'm disappointed that I will be missing it this year, as I am going to Cape Cod on VACATION for 3 weeks during that time. Priorities...
Anyway, if you are in the Silicon Valley or San Francisco area, I really encourage you to go.
Conference Highlights:
Click here to register. And let me know how it is!
I work with many of clients that are just getting started in the business world. They have something of value, a large company wants to work with them, but somewhere in the contract process, they start doubting themselves. Maybe I have just seen so many negotiations, but I always feel that it is fine to ask for what you think is reasonable. After all, the goal in a contract negotiation is to get to a win-win. So don't be afraid to voice your concerns, ask questions, redline an agreement, ask for a Word version of an agreement that your large company counter-party has sent to you in PDF format. Negotiate! A draft of a contract that your counter-party has sent to you is just that - a draft. Sometimes the language that ends up in drafts is just standard language that the larger company may use as a starting point. If you see something that seems really unreasonable, it is likely inviting negotiation. So start the discussion.
A note about negotiation on the legal stuff: the technicalities of the legalese in contract can get complex, so if there is something that you don't understand, ask about it and consider hiring a lawyer to help you. Be aware that every word counts and that legal rights and obligations have real value (for instance a more expansive warranty is worth something).
Original Whereas post.
Whenever a company licenses a piece of technology from another company to be included in a product or service, there are many considerations - how much to pay for it, what the deliverables are exactly, what license rights are granted, what warranties or assurances are provided that the licensor actually has clear ownership of the technology and that no infringement exists, what kind of coverage is available if anything doesn't work or goes wrong. All of these items will be negotiated in a license agreement. But today I want to talk about the 3 things a license agreement needs to have if the licensing business wants to avoid tainting of their own intellectual property.
What is tainting?
Tainting of intellectual property is the risk associated with exposure to other intellectual property that may be competitive with their own. For instance, Company A has a product. They also have been internally developing a technology, but are finding that it would be more cost-effective (or for whatever reason) to license a technology from Company B. However, Company A wants to retain the ability to continue to develop their own technology in-house if they wish.
So what do I need to do to avoid tainting?
1) License grant - First, you will need a sufficient license grant that gives you the ability to do what you need to do with the technology. Yes, you need a license to use the technology. But you will also need a license to modify and distribute it. Bascially, you are looking for a license grant that is tantamount to ownership and provides you with the freedom to use and manipulate the technology as you need to. Look carefully at what your product development and sales flow will be and work closely with your lawyer to determine what rights you need.
2) Unlimited liability - Secondly, you will need the appropriate coverage from the licensor in case anything goes wrong with the technology. Unlimited liability - in the form of both dollars and types of damages - is the ideal from a licensee's perspective. This is one of the most heavily contested and negotiated provisions in license agreements. There are many creative ways to allocate risk between the parties and, again, you should work closely with your legal counsel on this item. That being said, at the end of the day, risk allocation is always a business decision and one that should be made at the executive level, with lots of input from the legal, product development and financial teams.
3) Residuals clause - Lastly, you will need the freedom to use the "residuals" (which are generally defined - although this contractual definition can again be negotiated - as information which a person simply can't forget once they have been exposed to it). This clause is usually a part of the confidentiality section of a license agreement. If you have technology that may be competing with that of the technology you can licensing in, this is a vital issue.
At times it can seem to make more sense to simply buy the technology you want to license, such that the ownership is transferred to your business, rather than deal with a license agreement.
Note: This is all told from the licensee perspective, which in some ways is a little odd, since I mostly work on out-bound licensing agreements as the licensor. However, you do have to understand both sides of the equation and most tech companies do both in-bound and out-bound licensing at some point or another.
Original Whereas post. Like any good lawyer, I have to let you know that this is not legal advice and that you should consult with an attorney in your jurisdiction for legal advice. Please see my site disclaimer for more.
Today, I'm excited to announce that I have been invited to join the faculty of Solo Practice University, a unique educational experience for law students and lawyers. I will be teaching a course on Outsourced General Counsel. I'm looking forward to sharing my legal experiences in the business world with others and to learning a bunch myself - the other faculty members are an accomplished and talented bunch.
These days I like the term "legal bloggers" better than "blawgers," but those of us who have been reading and writing blogs about legal stuff for quite some time (myself, a long time reader of law related blogs) do tend to think in terms of the cute "blawg" term.
Eric Goldman, one of my favorite legal bloggers, is getting together a group of (San Francisco) Bay Area Blawgers on March 18th at Santa Clara University. I'm looking forward to meeting some new people that I have only read about. The topic is blogging burnout, something that I have...ahem...experienced from time to time. If you are in the Bay Area and write a legal blog, visit Eric's post and join us.