The Law Office of Mark Wisnosky
 
Intellectual Property Law for Small Businesses
 
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Contact for free initial consultation:
mark@wisnoskylaw.com or phone: 858 663 7794 (8 am to 5 pm Pacific time)   


What is the worst that is likely to happen?

What do you want?

Who should negotiate?


 
Practice Profile
I am licensed to practice in the state of California. My experience in contracts and licenses began before law school. As an R&D manager and as a procurement manager at Hewlett Packard I was involved in many contract negotiations that included product development and ownership of intellectual property rights.

Contract and License Examples

 

  • Software license including GNU open source license.
  • Software license for proprietary web based software.
  • Product marketing licenses including license of patent and trademark rights.
  • Supply agreement including license of trademark rights and new product development with exclusivity and intellectual property ownership defined.
 
 

Some Thoughts

 
 

An important reason to have an attorney review your contract is to check for worst case scenarios. For example, have you accidentally just formed a new partnership and you are now responsible for debts the other party might incur. Similarly have you accidentally created a franchise or given away your intellectual property rights? Maybe its just a bad deal. When it comes to contracts attorneys are natural pessimists. Some times that's a good thing.

Before starting a negotiation be certain to write down what you want. This sounds simple but is often neglected. Include your nearly wildest expectations. If you don't ask it won't happen. If you never hear "no" from the other side, maybe you just did not ask for enough. What you consider valuable may be of no interest to the other party. Don't assume.

A contract should be written for the two parties who must live under it, not their attorneys. If you don't understand some clause, the other party likely does not either. The two parties need to understand the contract. For this reason I believe the parties should be mainly involved in the negotiation. This might include drafting the terms, with a legal review. Another reason to keep the attorneys in the background (besides expense) is the age-old negotiation strategy of having some authority who can say no. Perhaps even after you have already said yes.

 
 
 
 
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