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Laying Your Legal Groundwork

Laying Your Legal Groundwork

A session by Gabriel Levine at Revolve Conference 2016

Revolve Conference

October 27, 2016

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  1. DISCLAIMER DISCLAIMER ▸ These slides are made available for educational

    purposes only, not to provide legal advice. These slides should not be used as a substitute for competent legal advice from a licensed professional attorney. Though it is not intended as such, these slides may be considered advertising in some jurisdictions. The determination of the need for legal services and the choice of a lawyer are extremely important decisions, and should not be based solely upon advertisements or self-proclaimed expertise.
  2. WHAT ARE WE GONNA’ TALK ABOUT? ▸ Contracts ▸ Negotiation

    Strategy ▸ Whatever You Want to Talk About
  3. CONTRACTS 1 GETTING PAID ▸ What’s the trigger for the

    payment obligation? ▸ Date or occurrence ▸ Watch out for “approval” and “satisfaction” ▸ Attorney’s fees ▸ IP rights transfer ▸ Kill fee
  4. CONTRACTS 2 LIMITING LIABILITY EXPOSURE ▸ Warranties ▸ IP non-infringement;

    originality ▸ Functionality, security, privacy, etc. ▸ Timeliness (note on “time is of the essence”) ▸ Disclaimers ▸ Indemnity ▸ Limitations on Liability
  5. CONTRACTS 3 PROTECTING IP RIGHTS ▸ “Work for hire” or

    “work made for hire” ▸ Assignment versus license ▸ Proprietary materials ▸ Assignments from employees and subs ▸ Note on third party materials (relation to warranties)

    agreement ▸ Note on which document prevails ▸ How specific? ▸ Careful with schedules and deadlines; use, “estimated” ▸ Fee and payment CLARITY …. Please! ▸ No advertising ▸ Self-contained termination provisions, if you have a MSA

    NEVER FEAR TO NEGOTIATE. President John F. Kennedy
  8. NEGOTIATION 1 PREPARATION FOR NEGOTIATION ▸ Understand your leverage ▸

    Educate your representative(s), including your lawyer ▸ Get educated by your representatives ▸ Understand client rep motivation and position ▸ Get the right people on the call ▸ Know your roles / have a basic plan
  9. NEGOTIATION 2 THE “MEETING” ▸ Start on a high note

    ▸ Be polite, but maintain control; don’t get too combative ▸ It’s ok to not have definitive responses - straw people ▸ Determine next steps - who’s got next? ▸ End on a high note [more important than you think]
  10. NEGOTIATION 3 AFTER THE MEETING ▸ Debrief promptly if possible

    ▸ Who’s doing what now? ▸ Time pressures…. But we have to start ▸ Have (or get) a basic written commitment to pay ▸ Possession is 9/10ths of the law - get some dough ▸ Don’t fall for guilt or play the telephone game
  11. RECAP & YOUR QUESTIONS ▸ Contracts & SOWs/Proposals ▸ Get

    paid ▸ Limit liability ▸ Protect IP ▸ Negotiation Strategy ▸ Leverage ▸ Prep, meet, recap and act ▸ Written commitment / $$$ in hand
  12. How to Get in Touch For the rest of this

    year: [email protected] Starting Jan. 1, 2017: [email protected] www.groundworklegal.com Phone now and in future: 415.814.2023