Contracts

Major Issues to Consider When Drafting or Reviewing a Non-Disclosure Agreement (NDA)

A non-disclosure agreement, or NDA, is an agreement that is meant to protect a party (or both parties) from losing control over all or parts of their valuable intellectual property. The NDA prevents one party from disclosing certain information belonging to the other party without permission. By preventing disclosure without permission, a party can maintain the value inherent in keeping certain intellectual property a secret from the outside world while still sharing that intellectual property with those who might help them build on it (or who might purchase the right to use it). But a non-disclosure agreement not thoughtfully considered can become a license for the other party to destroy or significantly diminish the value of your intellectual property. Here...

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Intellectual Property

A Few Questions Buyers Should Consider to Protect Intellectual Property Rights When Purchasing a Business

When purchasing a business, buyers often overlook one important part of the purchase: formally transferring the seller’s intellectual property rights to the buyer. The most common IP rights include copyrights, trademarks, patents, and trade secrets. Today’s post highlights three simple questions buyers should ask before purchasing a business.

Can you and do you want to transfer the business’ trademarks?

In most purchases, trademarks will be easily assignable from the seller to the buyer. However, in some situations even if the trademarks are assignable, you may not want to acquire them. For example, if the business’ logo infringes on trademark rights of another business, then you wouldn’t want to transfer ownership of the logo and risk being held liable for trademark infringement once...

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Mergers & Acquisitions

Purchase and Sale of a Business: Preliminary Agreements

In this post in the purchase and sale of a business series, we discuss the preliminary agreements the parties generally consider as part of the business purchase. We’ll refer to the party selling the company as the owner, and the party acquiring the company as the purchaser. If you read about these transactions in other blogs or articles you might also find the selling party referred to as the target company and the acquiring party as the acquirer.

In the preliminary stages of the purchase and sale of a business there are a few primary concerns: (1) the owner wants to make sure that the potential purchaser is serious, (2) the owner wants to make sure the secrets of his or her...

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Business Startup

Due Diligence: Questions to Ask Before Purchasing a Business’ Intellectual Property

An often overlooked part of purchasing a business is the transfer of intellectual property rights. Included in these rights is copyrights, trademarks, patents, and other non-disclosure rights. Today’s post details three basic questions you should ask before you purchase a business.

Can the business’ logo be transferred as part of the purchase? There are situations where even if the logo is transferable, you may not want to transfer it. If the logo infringes on the intellectual property rights of another business, you shouldn’t transfer ownership (since you would be liable for the infringement once you own the logo).

Furthermore, the logo may not be transferable if it is being used by the seller under a license agreement that does not allow for...

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Business Startup

What Should Your Employee Handbook Include?

An employee handbook can be one of the most important tools you can use to communicate with your employees. A carefully drafted employee handbook will detail your expectations for your employees, as well as what your employees can expect from the company. The handbook should describe your legal obligations as the employer and your employees’ rights. Today’s post details some of the most important sections you should include in your employee handbook.

Anti-Discrimination and Harassment Policies As an employer you are required to comply with equal employment opportunity laws, which prohibit discrimination and harassment, including the Americans with Disabilities Act. It’s important to include a section about these laws in your employee handbook to detail how your employees are expected to comply.

The...

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Business Startup

Moore v CAI: Non-Disclosure Agreement May Have Similar Effect to Non-Compete

In Moore v. CAI, a recent Washington Court of Appeals case, the Court discussed a number of important issues related to employment law.

Case Background Robert Moore worked at Commercial Aircraft Interiors LLC (CAI) as VP of sales and marketing. Moore was laid off by CAI in a general work force reduction. During his tenure with CAI Moore signed a document acknowledging that he understood and agreed to abide by CAI’s “policy of non-disclosure of any and all company policies, trade secrets, intellectual properties, and customer contacts to outside entities or persons.”

Moore sought employment from Volant, a CAI competitor. Volant was prepared to hire Moore, so long as CAI stipulated that such employment would not violate any agreement CAI had with Moore.

CAI...

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Intellectual Property

Social Media Legal Issues: (Post Number 4): Trade Secrets, Confidential Information, and Your Company’s Social Media Strategy

Protecting your business’ confidential information is critical, and social media has undoubtedly made this process more difficult. The inherent nature of social media is to spread information— not to protect it. But if you—and your employees—understand trade secrets (and other confidential information), as well as who owns “your” social media accounts, you can help protect your business from the damage of inadvertent or wrongful disclosure.

So what is a “trade secret”? Generally, a “trade secret” is information that (1) is maintained in confidence, (2) has commercial value from not being generally known, and (3) is not readily ascertainable by proper means. The more detailed and difficult the information is to obtain, the more likely it is a trade secret.

For your information to...

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