Understanding Business Entities, Intellectual Property, and Contracts
Explore the intricacies of different business structures, intellectual property laws, and contract agreements for a successful business journey. Learn about entity types, trademark protection, contract essentials, and more.
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Presentation Transcript
Corporation Sole Proprietorship General Partnership Limited Partnership Limited Liability Company
State Division of Corporations Fictitious Names (DBAs) Intellectual Property Issues Trademark, Tradenames, etc.
Types Search Strength Fanciful, arbitrary, suggestive, descriptive, generic Registration
Enforcement Valid and enforceable mark Infringement Remedies Defenses Cybersquatting Domain name Bad faith intent to profit
Which state? Which country? Does it matter? Why?
Multiple locations may require multiple registrations State and local taxes (SALT) considerations
Structure Minimum Capital Legal Consideration Valuation Use of Debt Vesting and Rights of First Refusal
What makes a contract? Intent to be bound Consideration Definite terms Types Written Oral Breach of Contract
Non-Disclosure Agreements (NDA) Non-Compete Agreements License Agreements Teaming Agreements Subcontracts Vendors
Types Key Concepts Which type of IP? Protect Enforce
Information Formula, pattern, compilation, program, device, method, technique, or process Derives value due to not being generally known Must be secret Federal and state law
Examples Customer lists Sales histories Source code Chemical compounds Coca-Cola Misappropriation Improper acquisition Disclosure or use without consent
Original works of authorship Does not extend to any idea, procedure, process, system, method, concept, etc. Examples Literary works (books, software) Musical works Dramatic works Pantomimes and choreographic works Pictorial, graphic, and sculptural works Motion pictures and other audiovisual works Sound recordings Architectural works
Registration Bundle of Rights Reproduce/copy Derivative works Distribute Perform Display Ownership Duration Enforcement
What New or useful process, machine, manufacture, composition of matter, etc. Right To exclude others from making, using, offering for sale, or selling the invention First-to-File
Novelty Timing of Filing Infringement Patent claims Remedies Defenses
FAR 52.227-1 et seq. DFARS 252.227-7000 et seq. Varying degrees of license and ownership rights Who created it and when? Commercial vs. non-commercial data Marking and legends
Trade Secrets HIPAA Government Contractors FAR 52.204-21 (Basic Safeguarding of Covered Contractor Information Systems DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting)
Asset Sales Equity Sales Venture Capital Private Equity Initial Public Offering (IPO)
Questions, Comments, and Concluding Remarks jrz@beggslane.com rlj@beggslane.com
