Clickwrap and Browsewrap Agreements Kickoff

I’ve been involved in drafting numerous versions of online agreements, including privacy policies, service agreements, pricing policies, various other policies and last but not least both browsewrap and clickwrap agreements.  I’ve done a quick post on case law with respect to browsewrap and clickwrap agreements in the past, and was recently asked to speak for a webinar entitled Drafting Clickwrap and Browsewrap Agreements: Advanced Strategies for Enforceable Online Contracts held by Strafford.  If you’d like to listen to the webinar email me or contact them.

I feel that more and more contracting is going to be done over the Internet in the future and I am going to start a series of blog posts on drafting these types of browsewrap and clickwrap agreements as well as case law in the area, which serves to let corporate lawyers know how they have to draft the agreement, and have the users accept it. Read more

Ten Tips for Pitching your Startup to Investors

I volunteer at a couple of small business incubators and programs.  I was sitting in on a mock pitch last week and giving some pointers on how the entrepreneur could polish their pitchdeck and overall presentation. I figured I’d put these up so people can take a look.  The below are offered to any startup looking to raise money: Read more

The Basics of Copyright Protection

Copyright protection was first introduced in way back in 1790, and it has changed a lot over the years.  Despite substantial revisions today’s copyright laws still protect owners of original works, however, it is now applied to many different types of works  (i.e. websites, source code, etc) than existed hundreds of years ago.  Luckily the creators of the copyright protection drafted it so that an original espression in any “fixed medium” is protected.  This allows the law to evolve as does technology. Read more

Digital Millennium Copyright Act and its Safe Harbor

If you’ve ever scrolled through a website’s Terms of Use before clicking “I Agree” (its ok if you don’t, I don’t even think many lawyers do it) you may have seen something called the Digital Millennium Copyright Act or DMCA. In the Terms of Use there is usually an address to contact the site’s DMCA Agent.

Way back in 1996, the US entered into two treaties: the World International Property Organization (“WIPO”) Copyright Treaty and the WIPO Performances and Phonograms Treaty. The provisions of these treaties were implemented by DMCA when President Clinton signed it into law in 1998. (Long time ago I know, I’ve had a lot of questions regarding it lately and wanted to get an explanation out there). Read more

Remember to make your 83 B elections! Here’s why and how to do it

As I’ve written about in the past, founders of a startup should have their equity vested. There are times when you may not want to, but the majority of the time it is beneficial. Some investors may insist upon it, although its one of the things in the negotiations.  If the founder’s stock is vested, they should make an 83-b election.  To not do so could turn into a lot of tax due to the IRS over the years the stock will vest.  We’ll discuss how it works and how to make the election here. Read more

New Craze: Hack-a-thons

A client of mine just got a great write up in (read it here).   MyMusic has a great product and have a huge promotional caimpaign about to begin – see their website here.  What they needed was a software upgrade for their product, digital music stands.  They came up with the brilliant idea that they could host a hack-a-thon, get the best programmers around to pull a weekend long hack-fest to upgrade their software, and give any donations received to charity.   This particular one gave the proceeds to the local symphony, hence its title Hacking for Music.

As discussed in the Entreprenuer article, this particular type of program is an off-shoot of crowdfunding, but instead of funding, people give their programming talent.  MSNBC did a similar write up.

To hit on the legal aspects of this, and one I stressed prior to the event, was that each hacker should sign off on an Participation Agreement which transfers all of that programmers efforts to the entity hosting the hack-a-thon.

Also look for an article in the NY Times regarding Hack-a-thon’s soon.

Lock Down all the IP

One of the most important things founders of a startup have to do is make sure that everyone, and I repeat everyone, that has performed services, or provided goods, ideas, etc. to and for the company  signs an assignment form transferring any and all such interests to the company.  This can be done in connection with a subscription agreement or stock purchase agreement where the founders are receiving shares, or in connection with an employment/contractor agreement for previous and/or current employees or contractors.

The nightmare situation, and one that does still occur, is that a few years after a company begins to make substantial revenue, a person will claim that they are entitled to a portion of the ownership of the company based on what they performed prior to the company being formed (whether it be a design, software programming, idea, etc.).  The company is in the position of either having to give up some ownership of the company, thereby diluting the current owners interests, or the company has to take a stand, hire a litigator and defend any action in court.   This issue has been on the front of people’s minds due to the recent Zuckerberg portrayal.

It’s easy to prevent this.  Get those assignments signed and lock down all of the intellectual property as soon as you form your business entity.