Law Blog

3 Situations Where Your Business Needs a Non-Disclosure Agreement

3 Situations Where Your Business Needs a Non-Disclosure Agreement

Contracts, Trade Secrets, Unfair Competition
Doing business in today's world often necessitates sharing private and confidential information with other persons or companies. To make sure that the party receiving such information maintains confidentiality, a non-disclosure agreement, or "NDA", is often used. When would an NDA come up? In general, an NDA makes sense any time you want to share information of value to your business. A well-crafted NDA can help to make sure that the other party doesn’t use or exploit that information for their own gain (or that of a competitor) without first getting your approval. While they are by no means the only scenarios that come up, three of the most common situations I see in my practice where an NDA is highly recommended include: 1. Sale or licensing of technology. If you…
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“Alphabet” Soup: What Your Business Can Learn from Google’s Re-brand

Common Law Trademark, Trademark, Trademark Infringement, USPTO
Last year, search giant Google announced it was reorganizing and creating a holding company with the name “Alphabet”. Google co-founder and chief executive Larry Page wrote, “We liked the name Alphabet because it means a collection of letters that represent language, one of humanity's most important innovations, and is the core of how we index with Google search”. Although a nice sentiment, Google's name change could create legal headaches for the search titan, with hundreds of companies already using the innocuous-sounding 'Alphabet.' If you think about trademarks on a spectrum of strongest to weakest, there are five main types. At the strong end are coined or fanciful names; marks which, on their own, do not mean anything. The “Google” mark is actually an example of such a mark. Be honest,…
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So You Want to Invest in Your Friend’s Business (Part Two)

So You Want to Invest in Your Friend’s Business (Part Two)

Business Formation, Contracts, Limited Liability Company, Operating Agreement, Sale of Business
In Part One, I talked about some of the more important questions overlooked (or usually glossed over) by people looking to invest in a friend's existing business. In this part, I'll delve into some of the key documents used to formalize the purchase of an interest in a business, what they are for and why they are important. For purposes of this article, we are going to assume that the business being invested in is formed and operated as a Limited Liability Company (LLC), although the concepts here are applicable to a corporation or partnership, too: Operating Agreement -  As I touched on in Part One, this is a document that hopefully already exists. You should insist upon a complete copy of the version executed by your friend and his…
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Waymo vs. Uber Saga Offers Valuable Trade Secret Tips for Businesses

Misappropriation, Trade Secrets
The year's most dramatic tech legal skirmish is set to get real later on this year, when the Waymo v. Uber trial begins.   In addition to being pretty popcorn-worthy for us IP attorneys, the clash of Silicon Valley heavyweights also provides some key lessons for businesses looking to protect their valuable trade secrets. First, a little background on Silicon Valley's made-for-HBO-original robot-car-technology-theft saga:  Ride-hailing service Uber has been developing self-driving car technology for several years now, with the implicit goal of phasing out drivers and replacing them with a fleet of automated vehicles (no more of those pesky wage or labor laws to deal with!).  Lesser-known Waymo is the self-driving car division of search-giant Google (now known as "Alphabet" but which I'll still call Google since I hate calling…
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So You Want to Invest in Your Friend’s Business (Part One)

So You Want to Invest in Your Friend’s Business (Part One)

Business Formation, Corporations, Limited Liability Company, Operating Agreement, Sale of Business
At least once a week I get contacted by someone who is looking to "invest in a friend's business".  The call or e-mail usually goes something along these lines: "I want to invest in my friend's business" "My friend actually owns X% of the business with other partners" "I will be purchasing [some amount]% of my friend's X%" "It's not a large amount of money, just $[insert dollar amount that is usually a large amount of money to most people]" "I want to be protected" Because this is a question that comes up frequently enough, I figured I would give my faithful readers a freebie and highlight some of the main (but by no means only) issues that come with sinking your money into a friend's company, hopefully helping avoid…
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