Entrepreneur, Managing Attorney of Foundry Law Group, Founder and CEO of LegalforLocal, Faculty Lead at the Community Development and Entrepreneurship Clinic at Seattle University School of Law/School of Business, President of the Women's Business Exchange, Recipient of the 2014 SBA Women Business Owner of the Year and Named 2014 Rising Star by SuperLawyers Magazine.
HI there. Happy to help. We have experience drafting terms of service and privacy statements in countries beyond the U.S. I also have a colleague in Austrailia that i'm happy to coordinate with for additional perspective. We are a firm that focuses on working with growing innovative companies. In reviewing the answers below I think we might be a good alternative for you to consider as you want someone who understands your business and can articulate your terms accordingly. Our style is plain english with a bit of flare so its consistent with your marketing and makes it easy for users to engage with you. Would love to connect.
What does your current assignment clause state in your contract? This will help understand your options.
I recommend talking with an attorney on this. This not an easy question to answer without asking a whole host of other questions.
One thing you can look at is the terms of service for iphone and android- they have terms that help speak to this issue.
This is the case of the little fish. Most corporates have a procurement system and you have to work with them. The little fish generally has to given and work with the bigger company's system. Most bigger companies have a standard vendor, PO, procurement system and you can't do a whole lot with it. There are some minor ways to request amended terms but this requires some more follow up discussion. Meaning I would want to get a sense of what the 'ridiculous terms' look like and see what can be countered.
Let me know if you want to chat more,
This is a tricky one. As a lawyer I would recommend you ask an attorney to draft one for you but I know that is not always budget friendly. I would recommend finding a similar type service and make sure you account for all the terms. Taking your draft to a lawyer for a review should not take more than an hour or two and will save you money in the long run. Strategically for an early stage startup this is probably the budget friendly way to go.
Let me know if you would like to discuss more,
There is usually a reporting mechanism that includes non-identifiable information. Besides, If they are a reseller of your products then you have a right to know who the end user licensor is for contract and legal purposes. I would make this a requirement in order to work with you.
Plus you should have a good non-circumvention type clause with some sort of liquidated damages to ensure there are adequate remedies if you find out that this is happening.
Let me know if you would like to review some more options,
Generally most states require some sort of home based business license. Contact your local city business license office and ask. They are usually quite helpful.
Also make sure you have separate business insurance. Not very homeowner's policies cover home based businesses.
Let me know if you can provide city/state details and I can help you figure this out.
Several follow up questions:
1. Do you have any sort of employment agreement now?
2. Did you disclose early on that you were working on this side project?
3. What state are you in?
4. Have you taken steps to protect the proprietary info to date--such as using an NDA?
5. Does anyone else within the company know about this recipe?
6. Is the former employer in the industry to any extent? From your description it sounds like a maybe.
The goal here would be to separate the proprietary details and show that this did not fall within the realm of your employment. I don't think that your employer has enough of a leg to stand on here so even going to court would not be a sure thing for him. However there are some preventive steps you can take now based on answers to the questions above.
Let me know if you would like to chat more,
Disclaimer: THIS IS NOT LEGAL ADVICE.
Either options would work great. A few things to consider:
1. Tax consequences of each (this is likely the biggest factor in your decision).
2. Stock grant purchase price is it consistent with your hourly/project rate.
3. I would recommend the stock be issued to your C-corp for liability purposes and tax. (is your partner working on the project a shareholder in the corporation?) another option would be to set up a separate entity to receive the stock.
4. Are you receiving any compensation; is there any opportunity to defer a portion and receive stock as the other half?
There are several other ways to structure this type of transaction that could work for both parties. I strongly recommend speaking with a CPA and a local attorney to advise you further. It would be worth the investment in the long run.
Stick to names that are unique to your company and product/service-- no sense in working off another company name with the risk that you might have to change it. The more unique (and less arbitrary) the name the likelihood of success increases. Generic names are less likely to succeed in trademark protection. Also just so you know when you file a trademark it is associated with a specific class of goods or services. For example Apple while generic because is a fruit-- Apple has a trademark on the term Apple as it applies to computer, mobile, and other related products. (This is just a simple example to describe what I mean). The test for running into trademark issues is whether or not there is a likelihood for confusion. This means if a consumer could confuse your brand and an existing brand then you might be treading in the likelihood of confusion waters--and you want to avoid this. It sound like it might be worth talking to someone in detail about your options--look for attorneys with trademark experience (including myself).