Laying Your Legal Groundwork

A session by Gabriel Levine at Revolve Conference 2016

Transcript

1. GABE LEVINE LAYING YOUR LEGAL GROUNDWORK
2. 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.
3. WHAT ARE WE GONNA’ TALK ABOUT? ▸ Contracts ▸ Negotiation Strategy ▸ Whatever You Want to Talk About
4. THOROUGHLY READ ALL YOUR CONTRACTS. I REALLY MEAN THOROUGHLY. Bret Michaels
5. 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
6. 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
7. 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)
8. 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
9. LET US NEVER NEGOTIATE OUT OF FEAR. BUT LET US NEVER FEAR TO NEGOTIATE. President John F. Kennedy
10. 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
11. 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]
12. 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
13. RECAP & YOUR QUESTIONS ▸ Contracts & SOWs/Proposals ▸ Get paid ▸ Limit liability ▸ Protect IP ▸ Negotiation Strategy ▸ Leverage ▸ Prep, meet, recap and act ▸ Written commitment / $$$ in hand
14. How to Get in Touch For the rest of this year: glevine@levinebakerlaw.com Starting Jan. 1, 2017: gabe@groundworklegal.com www.groundworklegal.com Phone now and in future: 415.814.2023