Startup 101 – #5 Legal (updated – formerly NDA) Bonus material added.

You might not have any Intellectual Property as yet to protect. Eventually you will. You will definitely need some counseling regarding what you think you can do and what you actually can do.

Products and services are two separate offerings that are treated differently.

Code for example. If you are selling a product then protecting your code, libraries and similar (sometimes referred to as “Tools”) is everything.

A service on the other hand is treated quite differently. Termed “work for hire,” these are projects versus selling a product. In advertising for instance, the advertiser ultimately owns the rights to all code (tools) so they can make updates and do maintenance as needed; and with their partners of choice. But you want to maintain ownership of your code libraries, routines and other proprietary thingies you have invested in over time. In most cases you see this as your competitive advantage. So perhaps you grant a license in perpetuity to be passed on to the advertiser. Your IP lawyer should be able to set you up to manage this without bringing them in for anything additional other than reviewing and approving in most cases.

So you will need an IP lawyer and a contractual business lawyer (might be the same person) to help with documents including NDA’s, review of retainer agreements, manufacturing agreements etc.) Contractors, employees, consultants of any sort. You will need NDA’s and work agreements on all. Execute and keep a copy on file.

BTW – I have an excellent IP lawyer if you need an intro. Else I can probably scrounge up a template for the vault here.

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