Business Law

Transactions, Licensing, Corporate Due Diligence, Acquisitions, Start-ups


Clients and other lawyers ask our attorneys to draft and/or review business transaction documents. This includes technology licenses, assignments, acquisitions, employment agreements, work for hire agreements, non disclosure agreements, shareholder buy-sell agreements, vendor manufacturing agreements, among others. Business attorneys ask our firm to conduct due diligence on the IP aspects of business transactions, including mergers, acquisitions and buyouts, and to prepare, and record, the paperwork necessary. As these IP business transactions increase, so do legislative actions and court decisions continually change the rules of the game. We conduct IP audits of existing agreements and suggest changes to keep employment, vendor, and business relationships in line with the current state of the law. We consult with entrepreneurs starting up new IP enterprises. A common scenario involves an inventor or entrepreneur coming in with a new product idea. We help them identify what IP could protect the product, as well as give them direction on business formation options, and what types of agreements should be set in place. We review and draft shareholder and employment agreements to cover issues of noncompetition, nondisclosure, work for hire, and assignment of past, current and future IP rights, among others. We review trade secret controls to see if there are adequate controls and agreements in place to maintain trade secret status of proprietary information (such as price lists, supplier lists, customer lists, technology), among others. We review and draft third party agreements between the client and suppliers, manufacturers, designers, engineers to make sure the client is protected in areas of ownership and work for hire, nondisclosure, noncompetition, communication of improvements, rights to audit, obligations of marking and quality assurance, venue, and forum, among others. We review, and help draft, state of the business records for intellectual property control and ownership issues, including formation documents such as membership agreements, articles of incorporation, partnership agreements, buy-sell agreements, shareholder agreements, bylaws, shareholder registers, annual meetings, board and shareholder resolutions, meeting minutes, written employee policy manuals and trade secrecy procedures. We address and answer the question for the client: What IP does the client have, and how can it best be protected or secured.

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