IndianaStartup.com » Managing Your Business

New Blog – FinePrintLawyer.com

Brian Powers — Sun, 15 Nov 2009 14:39:45 +0000

Indianapolis attorney, Hannah Joseph, recently launched a new blog called FinePrintLawyer.com. The blog takes a stab at an interesting niche – which Hannah describes as “…the legal angles of social media, marketing and advertising…common sense explanation of the tiny writing that clutters up all that nice marketing copy.”

Check it out!

Are you a Blogger? Check Out This Legal Primer for Bloggers.

A Checklist for Internet Start-ups.

Brian Powers — Fri, 13 Nov 2009 13:18:38 +0000

Internet start-ups are a lot like traditional, brick and mortar businesses. The require all of the same things I listed here. There are also some unique matters that must be attended to when starting and operating and Internet Business. Below is a checklist of some of the things every Internet start upshould have.

A properly organized corporate entity. Just because you are doing business on the Internet does not mean you are free from the liability concerns of traditional businesses. Make sure you form an entity through which to do business and adhere to corporate formalities.
A plan to protect your intellectual property. This should include proper registrations of copyrights, trademarks and patents. It should also include the use of confidentiality, nondisclosure, and invention assignment agreements. There should also be clear, conspicuous notices of your intellectual property rights.
Properly drafted Terms of Use and Privacy Policy for your website. This is an important step for traditional businesses who’s website is merely complimentary to the bricks and mortar. It is a vital and even more important step for an Internet business. Don’t rely on cutting and pasting from another site – that is just a bad idea.
If you are an SaaS provider, make sure you SaaS agreement is bullet proof. Don’t try to do this on your own! You not only need to make sure the provisions in the agreement are sound, but you also need to make sure that you have a valid acceptance of the agreement by the end user.
Make sure you have carefully reviewed any development agreements. Among other things, this needs to be reviewed VERY CAREFULLY to ensure the scope of the project, developer obligations, warranties and most importantly intellectual property ownership are all adequately spelled out in the agreement.

This list is, of course, not inclusive. You should consult with an Internet Start Up Attorney prior to and during the operation of your Internet start up business

No related posts.

Are you a Blogger? Check Out This Legal Primer for Bloggers.

Brian Powers — Thu, 12 Nov 2009 14:17:02 +0000

I get questions from friends and clients all the time about what is and isn’t ok to post on a blog in terms of copyrighted and trademarked materials. The answer is not all that easy to explain, but Indianapolis attorney Kenan Farrel has an excellent post on his blog that does a nice job of explaining the issue. You can read the entire post here (A Legal Primer For Bloggers – Intellectual Property), but I have included a few highlights below:

On copyright law, fair use, and transformative use:

Keep in mind that the law favors “transformative” use. In other words, if you’re reposting another person’s original work, it’s more likely to be fair use if you’re using that work in a different manner or for a different purpose than the original. While you may borrow directly from another source, adding your own commentary and content is better than strict copying. Likewise, it’s better to repost only a small portion of someone else’s work than the work in its entirety.

On what to do if someone contacts you to remove their work:

Also, on a practical note, if you’re using someone else’s text or images and they contact you to ask you to remove them, you probably just want to go ahead and do it. After all, there are lots of different ways to express an idea and usually hundreds of equally wonderful pictures to adorn your blog.

On nomative fair use of someone else’s trademark:

…while trademark law prevents you from using someone else’s trademark to sell your competing products, it doesn’t stop you from using the trademark to refer to the trademark owner or its products. That is called “nominative fair use,” and is permitted if using the trademark is necessary to identify the products, services, or company you’re talking about, and you don’t use the mark to suggest the company endorses you.

Again, you can check out the entire post, as well as two other posting in his “Legal Primer for Bloggers” series here.

Watchdog Group Calls Out ‘Bogus Internet Censorship’ (abcnews.go.com)
The Law of Social Media: Who Owns User Generated Content? (Part II) (siliconangle.net)
Law Bytes: Secret talks threaten copyright policy (thestar.com)

Negotiating Fixed Legal Fees For Your Start-up

Negotiating Fixed Legal Fees For Your Start-up

Brian Powers — Fri, 18 Sep 2009 17:30:07 +0000

Most start-up ventures are strapped for cash – and most start-up ventures typically require at least some, if not a significant amount, of legal work to help them get the business up and running. One great way for a start-up to save itself some money is to negotiate fixed fees for the transactional legal services it receives. Billable hours have been a cash cow for big law firms for a long time, but most smaller and solo law practices will be more than willing to provide a fixed fee for certain types of work. In my business law practice, I provide project based fixed fees for all kinds of projects, including entity formation, contract review, trademark matters, and even some larger business acquisition transactions. Projects that potentially involve significant negotiations with other parties are very difficult to offer fixed fees – there is just no way of knowing how difficult or lengthy negotiations might be.

Seek out attorneys that are willing to provide fixed fees for your projects – and if you can’t find an attorney that markets him or herself as providing fixed fees – don’t be afraid to ask for fixed fees from an attorney – even if it is an attorney you have used in the past who you have historically paid by the hour. Fixed fees will help you control your costs, and will help you more accurately budget your tight cash flow since you know EXACTLY how much your legal expenses will be.

Manager Managed vs Member Managed – What is the Difference

Brian Powers — Thu, 27 Aug 2009 17:00:14 +0000

Limited liability companies (LLCs) can be managed by either their members, or by a board of managers (board of managers is the term used in Indiana – some states differ slightly). This is something that needs to be specified in the articles of organization for the LLC, and although the articles can obviously be amended at any time to change how the LLC is managed, it is an important decision nevertheless.

A member managed LLC is exactly what it sounds like – an LLC with its daily business managed by its members. This is obviously not a big deal if you have one, or even two members. Problems arise when an LLC has multiple members. Typically, except as otherwise spelled out in a written operating agreement, all of the members will have the authority to act on behalf of the LLC (sign checks, execute agreements…etc). This is not an ideal situation.

A manager-managed LLC, on the other hand, has its daily business matters managed by a board of managers. This would be analogous to a board of directors or even officers in a corporation. Members elect the board of managers, and become much more passive in the operation of the LLC. Members, of course, can also serve as managers. The flip side of this, and another advantage to having a manager managed LLC is that you can elect managers that are not members.

Any LLC, regardless of whether it is member managed or manager managed should clearly define the authority of its members and managers in a written operating agreement executed by all the members and the LLC. Check back sometime soon for a follow up post about how this should be handled and what things need to be considered.

10 Legal Tips for Your Startups (myventurepad.com)
Five Terrible Reasons You Failed To Incorporate Your Online Business (davidrisley.com)