Professional Documents
Culture Documents
Heather Harper Supervising Attorney, Entrepreneurial Law Clinic Clinical Professor Chicago-Kent College of Law
2012 Chicago-Kent Entrepreneurial Law Clinic
Is the employee skilled or key? Yes Does employee plan to start competing business? Yes
Employee may only prepare to start business. If employee actually starts a competing business while still employed, the duty has been breached.
Source: Barron and Reed, Chapter 2: The Transition from Employee to Entrepreneur. 2012 Chicago-Kent Entrepreneurial Law Clinic
No
No duty exists
No
Employee may start business, but should take precautions (e.g., should not use employers equipment in doing so).
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Yes Is the agreement valid/does it cover the IP in question? Yes Employer has a right in the IP
No
Yes No May implicate: Work for hire Hired to invent Shop right Trade Secrets Trademark Advice: SEE AN ATTORNEY 5
2012 Chicago-Kent Entrepreneurial Law Clinic
ProtectabilityDoesnt have to be your corporate name Should not be purely descriptive Arbitrary and Fanciful is a stronger choice
Source: http://www.uspto.gov/products/library/ptdl/services/tmsearch.jsp
Fanciful Arbitrary
Zynga Amazon.com
Suggestive Coppertone
Beer
With an Agreement
Defines relationships- opens communication and defines management decisions Defines business structure
Without an Agreement
Unclear ownership structure- instances of death and divorce may result in partners added as an operation of law Uncertain business relations
Clarifies of ownership
People leave- potential for disastrous exit and to muddy your capitalization table
Can increase the time and money needed to sort out issues
Written contract independent contractor agreement defining scope & expectations of work
Controls the means and manner of achieving the agreed upon work product. Offers services to the entire public, not just one business. Sets his or her own hours.
Behavioral Control
Receives compensation via payroll; relies on business for steady income. Financial Control
Paid according to terms of contract. Incurs the costs associated with performing the job.
1. 2. 3. 4. 5. 6.
The internship, even though it includes actual operation of the facilities of the employer, is similar to training which would be given in an educational environment; The internship experience is for the benefit of the intern; The intern does not displace regular employees, but works under close supervision of existing staff; The employer that provides the training derives no immediate advantage from the activities of the intern; and on occasion its operations may actually be impeded; The intern is not necessarily entitled to a job at the conclusion of the internship; and The employer and the intern understand that the intern is not entitled to wages for the time spent in the internship.
Definition
Any word, name, symbol, figure, letter or device used by a manufacturer or merchant to identify its products from those manufactured or sold by others
Copyright
17 USC 101 et. seq.
The legal right of an author to control the reproduction, adaptation, distribution, performance, and display of an original work of authorship. This right exists upon creation of the work, and extends only to the expression of the idea rather than the idea itself. Any secret formula, pattern, device, or compilation of information which is used in one's business which grants an advantage over competitors who do not know or use it. A document and corresponding set of rights granted to an inventor in exchange for disclosing an invention to the public.
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Trade Secret
765 ILCS 1065
Patent
35 USC 101 et. seq.
Trademar k
Copyright
Trade Secret
Patent
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Choosing a lawyer
Choose a lawyer: Who you are comfortable with Who is knowledgeable about start-ups
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