Ping® January 2022 – Reminder To Review Your Contracts

Review Your Contracts Every Year.

One of the most important tools to protect your business – your ideas (copyrights, trademarks, trade secrets, confidential and proprietary information), customer relationships and talent pool – is your written contract. Your contract is the foundation for a reliable relationship for you, your customers and your employees. More importantly, it helps to prevent misunderstandings and false expectations that can lead to a breakdown in your customer relationship, jeopardize projects, or even worse, result in litigation.    

Starting with a form is just OK.

Many companies start with a model or “form” contract adapted from forms available online or drafted when the business first started.  Oftentimes, I am presented with form contracts “downloaded from the Internet” or provided by a form-filling service that will do cheap and quick corporations or LLCs, without actually providing any legal services. Although these forms may be a good starting point, your business needs, it deserves, contracts tailored to the specific needs of the enterprise or relationships.

Franken-contracts can ruin your business.

As businesses develop over time, you may have revised your contracts, adding a little here, removing a little there. Maybe you read an article about an important case in your industry and decided to add some text from the contract discussed in the court’s legal opinion. In many cases, over time, the agreements become “Franken-contracts” an odd amalgamation of trade lingo, inconsistent terms and even contradictory conditions. At best these are ambiguous and confusing to read. At worst, they become unenforceable.

Review contract annually to avoid weak spots.

At some point, you should review, revise and generally “tighten” existing contracts. You should have your lawyer review them to make sure that there are no mistakes, ambiguities or omissions that could cost you or your customers. I urge clients to have their contract forms reviewed on an annual basis. Depending on changes in the law, changes in the industry or changes in your own business, this process should only take a few hours.

Contact us for a free, no-obligation consultation.

To learn more about how we can help your with your business and contracts, contact the Lawyers at the Adler Law Group at David @ adler – law . com (without spaces) or (866) 734-2568. Learn more abut us here:

http://www.adler-law.com

Ping® December 2021 – Data Protection & Copyright Law 

Globally, non-profits, NGOs, and environmental advocacy organizations are expanding scientific data collection while combining this data with data from third parties. Data scientists increasingly find themselves applying creative thought the the selection of tools and instruments, calibration of those instruments, and the process and selection of data to measure. This combined data is then used for synthesis, modeling and reporting, with the goal of making some or all of it available to the public. As Data scientists look to make these resources public, there are concerns with protecting the integrity, availability, and accessibility, of these resources. Since availability and accessibility and driven by funding, there is a need to commercialize these assets.

I recently had the honor of discussing the question of what legal rights exist in data at the Environmental Defense Fund‘s monthly Lunch & Learn.

In legal terms, those rights are intellectual property (IP) rights such as copyright, patents, and trademarks, confidentiality obligations, and contract rights. Each IP right has its own rules, and applying those rules to data leads to a complex, multi-layered analysis where the law can be unsettled and uncertain.

The principal areas of law discussed were copyright and contracts. The other forms of IP rights such as Patent, and Trademark did not apply to this discussion on data insofar as the term refers to information only, as opposed to a method or process applied to that data (Patent). A trademark is a source identifier that distinguishes one company, product or service from another and  which is used to prevent confusion in the marketplace.

If you would like a copy of the Presentation in .PDF format, please Subscribe to Ping® -Arts, Entertainment, Media,  Communications, & Technology  Legal News From Adler Law Group.

Ping® Webinar: 5 Things Every Design Contract Needs

I want to give a big thanks to Houzz PRO for hosting this webinar.

This program covered: 

–The five key problem areas in design contracts 

–What the key terms of a contract should be, why they are there and when they should be changed 

–Rights & Remedies: what a designer can do if a client is not living up to his/her side of the deal.

Read More Here.

Ping® October 2021 Changes Coming to Non-Compete Agreements in Illinois

EMPLOYMENT (820 ILCS 90/) Illinois Freedom to Work Act.

Illinois passed a law that amends the Illinois Freedom to Work Act. Expands the scope of the Act to apply to all employees (rather than only low-wage employees). Prohibits all covenants not to compete.

Scope

The law goes into effect January 1, 2022 and amends the Freedom to Work Act (the Act), which restricts the use of non-compete agreements for low wage workers. For the first time, Illinois will have statutory requirements for mandatory review periods, definitions of adequate consideration and legitimate business interests, as well as specific salary minimums for employees subject to restrictive covenants. 

Application

The law will apply to non-compete and non-solicit covenants. The law does not apply to contracts covering confidential and proprietary information, protection of trade secrets, or inventions assignment agreements. The law also does not address covenants for independent contractors, and expressly carves out restrictions on a person purchasing or selling the goodwill  or an ownership interest in a business.

Mandatory Review

The law requires that an employer advise the employee in writing to consult with an attorney prior to entering into the covenant and provide the employee with at least 14 calendar days to review the agreement. 

Consideration

Contract lawyers know that to be enforceable a promise must be supported by consideration. Due to the unique nature of restrictive covenants, there is heightened scrutiny of what will constitute sufficient consideration for a restrictive covenant under the Illinois law. The leading Illinois case, 

Fifield v. Premier Dealer Services, Inc., 993 NE 2d 938 (Ill.App.1st 2013), an Illinois court decided that mere employment or continued employment for at-will employees, is not adequate consideration to support a restrictive covenant unless the employee remains employed with the employer for at least two years after signing the agreement. 

Illinois law will now expressly defines “adequate consideration” as either (1) the employee working for the employer for at least two years after signing the non-compete or non-solicitation covenant or (2) other sufficient consideration, such as “a period of employment plus additional professional or financial benefits or merely professional or financial benefits adequate by themselves.”

The law leaves open the definition of “additional professional or financial benefits.” Courts have found signing bonuses, equity grants, and other types of consideration sufficient under current case law. 

Going Forward

While there is time to plan for the effect of the new law, it’s not too soon to begin reviewing current existing “form” contracts and consider changes. One-size-fits-all contracts always need fine-tuning. Change sin the business operating environment require a closer look at non-compete and non-solicitation covenants. 

Venture Capital Weekly Headlines – Ping®

Venture CapitalWeekly update ⋅

September 14, 2021

Chapel Hill’s TrueBridge Capital closes $170M fund, will focus investments in other VC firms …

CHAPEL HILL – Venture capital firm TrueBridge Capital Partners has closed its first venture capital fund-of-funds that will focus on seed ventures.

Russian Telecom Operator MTS Launches $100 Million Venture Fund– Forbes

The MTS AI Intema fund’s launch comes amid a surge of investment in AI-focused startups with over $55 billion committed to the sector in 2020 alone.


Raising venture capital for the first time? Not sure where to start? – Fast Company

Dear Founder,. Congrats on getting to this point. We fund a lot early-stage companies and first-time founders, so …

Volkswagen to set up venture capitalfund in decarbonization push | ReutersReuters(Reuters) – Volkswagen AG said on Tuesday it planned to set up a venture capital fund, which would initially invest 300 million euros ($355.14 million)

Navigating The Venture Capital Space As A Family Office – ForbesForbes

Champ Suthipongchai is a General Partner at Creative Ventures, a method-driven venture capital firm based in the San Francisco Bay Area.

Is it so bad to take money from Chinese venture funds? | TechCrunchTechCrunch

Denis Kalinin works at venture fund Runa Capital as Asia Business development manager, devoted to connecting the Western and Asian VC worlds.

EU Backs Icelandic Venture Capital Fund Focused on Women in Tech – Bloomberg

Iceland’s female-led venture capital firm Crowberry Capital has launched a $90 million fund to invest in technology startups in the Nordics

Venture Fund
 Economics: Why (Fund) Size Matters in Venture Capital – LinkedIn
LinkedInContinuing on “Demystifying Venture Capital” where we break down the inner-workings of venture capital, let’s discuss- ‘Venture Fund Economics

Ping® – Arts, Entertainment, Media and Advertising Law News – Protecting Furniture Design Keeps Getting Harder

Herman Miller, Inc. – a leading furniture brand and purveyor of the iconic Eames Chair Design – suffered a loss at US Trademark Trial and Appeal Board (TTAB) in its bid to protect as “trade dress” the design of the chair. The case involves a well-known chair design dating from the 1940’s, by designers Ray and Charles Eames. The chair ultimately was recognized by Time Magazine as the Best Design of the 20th Century, and now is in the design collections of numerous museums. Herman Miller sought registration of most of the chair’s configuration as a mark, depicted in more than one view, for “furniture, namely, chairs.”

The court weighed each of the Morton-Norwich factors, concluding that the proposed three-dimensional product configuration as a whole indicates that it is functional. The court found that patent evidence, the advertisements touting utilitarian advantages of the design, and the limited availability of alternative designs that would work equally well, proved functionality.

Key Take Aways:

  1. Beware of patent evidence in trade dress protection due to risk that distinctive design elements be treated as de jure functional. In general, examining attorneys no longer make this distinction in Office actions that refuse registration based on functionality. De facto functionality is not a ground for refusal. In re Ennco Display Sys. Inc., 56 USPQ2d 1279, 1282 (TTAB 2000); In re Parkway Mach. Corp., 52 USPQ2d 1628, 1631 n.4 (TTAB 1999).
  2. Ensure that advertising promotes the nonfunctional design elements, such “look for” advertising. Examples include evidence, including SEO data, that connected the applicant’s efforts to promote the applied-for mark as a trademark and consumers’ ability to conceive of the applied-for mark as such, and examples of unsolicited media coverage

Ping® – Arts, Entertainment, Media & Advertising Law News – “Five Rs” To Remember

“Five Rs” To Remember When Letting Employees Go

It is inevitable in almost every business. You will need to let an employee go. Whether it’s a seasoned designer coming with plug-and-play experience or a fresh face just out of design school, sometimes it just doesn’t work out. Recently, several of my designer clients have had to fire an employee due to the employee’s misconduct. This could be anything from soliciting and directing company clients and prospects, to doing personal consulting work on the company’s dime, to taking property and information. Regardless of the reason, here are five “R”s to keep in mind.

1. Review the contract.

2. Reconcile and pay.

3. Request return of property.

4. Reiterate respectfulness. 

5. Reserve rights.

With those ideas in mind, let’s consider each one. A little more.

1. Review the contract/offer letter. This is always the first step and will provide guidance on termination rights, procedures and remedies, if any.

2. Reconcile and pay what’s owed. See number 1. Ensure that except for payment of contractual and statutory amounts, no other salary, commissions, overtime, bonuses, vacation pay, sick pay, severance pay, additional severance pay or other payments or benefits whatsoever will be paid.

3. Request return of property and information, in whatever form. Request all property any and all property or documents the employee created or received in the course of employment, including, but not limited to e-mails, passwords, documents and other electronic information, hardware such as laptop computers and cellular telephones, calculators, smartphones and other electronic equipment (mobile phone, tablet, etc.), software, keys, company credit cards, calling cards, parking transponder, information technology equipment, client lists, files and other confidential and proprietary documents, in any media or format, including electronic files.

4. Reiterate a professional’s obligation to remain respectful. Specific admonition of non-disparagement such as “refrain from saying, making, writing or causing to be made or written, disparaging or harmful comments about us, our employees and/or our clients.”

5. Reserve rights. Close your termination notice by expressly reserving legal and equitable rights and remedies.

Please note that this is not legal advice and you should consult your own lawyer regarding your rights and obligations in the context of terminating your employee’s employment.

Ping® – Arts, Entertainment, Media & Advertising Law News

U.S. Olympic and Paralympic Committee: The Gold Standard for Trademark Protection. By Kelli Ovies August 3, 2021

The Ted Stevens Olympic and Amateur Sports Act is a United States law (codified at 36 U.S.C. Sec. 220501 et seq. of the United States Code) that charters and grants monopoly status to the United States Olympic Committee, and specifies requirements for its member national governing bodies for individual sports.

Minefield or Mint? Endorsement deals come thick and fast for college athletes, as NCAA floodgates open. BY Khristopher J. Brooks July 29, 2021 MONEYWATCH

The NCAA must now let student athletes profit from their own images, setting up enforcement headaches. The NCAA bans payment to induce athletes to pick a school or to reward specific performances.

The NCAA faces the hurdle of drawing a line between legitimate endorsement deals and those of prohibited compensation arrangements designed to look legitimate. These complex rights deals can hinge on several variables, and the value of an athlete’s image may be tied to athletic success that’s not supposed to be directly rewarded.

Ping® August 2021 – Arts, Entertainment, Media & Advertising Law News

Tell Us How We’re Doing

The motivation to create Ping® stems from my experiences running the Entrepreneurial & Start-up Ventures Committee, and the Media, Arts & Entertainment Committee of the Chicago Bar Association, participation in Illinois State Bar Association committees, and public speaking engagements on the subjects of intellectual property, information technology, privacy, security and entertainment law. 


Every forum meeting or presentation ends with in-depth questions from the audience. I publish Ping® to share knowledge and educate creative professionals and entrepreneurs to be better business owners and managers.
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AM Days/AFFILIATE SUMMIT WEST 21

TRAFFICKING IN TRUST: HOW TO ENHANCE AFFILAITE ENGAGEMENT

Attendees will learn best practices, strategies, and tactics from a seasoned legal professional who works with businesses and regulators at the federal and state levels.  We will break down the how, when, where, and what of disclosers and disclaimers as well as recent developments in privacy law such as the California “Do Not Sell” requirements. If you are in a decision-making role in your organization – or just want to be among those in the know on how to restore trust – this is a must-attend event. 

Learn more and register here https://www.affiliatesummit.com/west/am-days