GABE LEVINE LAYING YOUR LEGAL GROUNDWORK

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WHAT ARE WE GONNA’ TALK ABOUT? ▸ Contracts ▸ Negotiation Strategy ▸ Whatever You Want to Talk About

THOROUGHLY READ ALL YOUR CONTRACTS. I REALLY MEAN THOROUGHLY. Bret Michaels

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

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

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)

CONTRACTS 4 STATEMENTS OF WORK / PROPOSALS ▸ Reference to 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

LET US NEVER NEGOTIATE OUT OF FEAR. BUT LET US NEVER FEAR TO NEGOTIATE. President John F. Kennedy

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

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]

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

RECAP & YOUR QUESTIONS ▸ Contracts & SOWs/Proposals ▸ Get paid ▸ Limit liability ▸ Protect IP ▸ Negotiation Strategy ▸ Leverage ▸ Prep, meet, recap and act ▸ Written commitment / $$$ in hand

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