An unhappy tenant wrote the following tweet about her landlord: “Who said sleeping in a moldy apartment was bad for you? Horizon realty thinks it’s okay.”
The landlord learned about the tweet and, in response, filed a $50,000 lawsuit stating that the tenant maliciously and wrongfully defamed the landlord.
More details on Avvo.
The moral: When using social media, be very careful about what you write about any company or person. If you would be reluctant to make the statement to its/his/her face, think twice before you post it.
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
Knowledgeable licensees of intellectual property (IP) seek indemnification protection to ensure that the licensed IP legitimately belongs to the licensor and not to a third party. This post explores the interplay between indemnification provisions and IP warranties.
While indemnification provisions vary from contract to contract, the following is illustrative:
Licensor will defend, indemnify and hold Licensee harmless from all costs, expenses, and damages arising from any third-party claim alleging that the Licensed IP infringes any patent or copyright or misappropriates any trade secret (a “Claim”), provided that Licensee has given Licensor prompt notice of the Claim, allows Licensor sole control of the defense of the Claim and of all negotiations for its settlement or compromise, and cooperates in all reasonable ways with Licensor’s defense or settlement of the Claim. If a Claim results in an injunction precluding Licensee’s use of the Licensed IP, Licensor will, at its option and expense, either (a) procure for Licensee the right to continue the enjoined use, or (b) replace or modify the Licensed IP so it is no longer subject to the injunction. If Licensor, after all commercially reasonable efforts, is unable to perform under either option (a) or (b) above, then Licensor will refund to Licensee an amount equal to the remaining undepreciated/unamortized value of the Licensed IP carried on Licensee’s books for U. S. federal income tax purposes as of the date that use of the Licensed IP was enjoined.
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I am pleased to make available as a Free Download using the Sign Up button in the sidebar “Licensing 101,” an article that provides information about licensing in FAQ format. Here are some of the questions that are answered:
- What is a license?
- How much does a license cost?
- Can license terms be negotiated?
- Are some provisions unique to patent licenses?
- Are there special rules where the U.S. government is the licensee?
- What should I look out for in international license agreements?
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
Last week, I formed a new limited liability company (LLC) for a client. The California Secretary of State turned the Form LLC-1 around in only two days rather than the standard one week! (24-hour turnaround is available for an additional fee of $350, which is hardly worth paying under these circumstances.)
Has the recession reduced the number of new businesses being formed? Datasearch, the filing service that I use in Sacramento, did not know.
Follow-up: Eighteen months later, turnaround times have deteriorated terribly – see Forming a Corporation in California? Get Ready to Wait.
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
A well-intentioned friend recently distributed – to many dozens of people – an e-mail claiming that next month all mobile phone numbers will be released to telemarketers, so it is essential to call the Federal Trade Commission’s toll-free number to opt out of receiving unwanted calls. The e-mail finished by telling recipients to forward it to all of their friends.
This e-mail is false and perpetuates an urban legend that has been circulating for years, wasting bandwidth, processing cycles and disk space!
The truth is that mobile phones are protected from telemarketing; the toll-free opt-out number should be used for landline phones.
For more details, check out Snopes.com and the FTC website.
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
I am pleased to make available on this blog’s Downloads page (use the Sign Up button in the sidebar) “A Practical Guide to GPL Compliance”, published by the Software Freedom Law Center.
In my opinion, this is a must read for anyone who is preparing or distributing software that is governed by the GPL.
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
“Intellectual Property Essentials for Start-ups” now is available as a Free Download using the Sign Up button in the sidebar.
Here are some of the questions that the document addresses:
- Which types of intellectual property (IP) should a start-up be aware of?
- How can we be sure to own IP created by independent contractors?
- Are there special considerations if the contractor is located overseas?
- It is pretty easy to register a trademark online; where might I go wrong?
- A provisional patent application is inexpensive and can be filed quickly; are there any risks I should keep in mind?
- Money is tight; can we use another company’s form of agreement rather than paying to develop one of our own?
- Open source software is hot; does it bring along any special dangers?
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact an attorney directly.
When it comes to protecting intellectual property (IP), non-disclosure agreements (NDAs) are ubiquitous. What many entrepreneurs fail to realize, however, is that for an NDA to do its job, the company must actually own the IP in the first place!
The most serious ownership problems arise when there is no written agreement between the company and the individual developing the IP. Depending on the nature of the IP (for example, whether copyright or patent protection applies) and whether the developer is an employee of the company or an independent contractor, the developer may own the IP, leaving the company with, at most, a non-exclusive license.
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A software company (“Client”) had to dismiss one of its developers (let’s call her “Alice”). The problem was Alice’s incompetence.
But there was a complication: Alice was pregnant. Adding to Client’s frustration, Alice, without permission or advance notice, was taking more time off than she was entitled to. Client wanted to be rid of Alice but did not want to be charged with discrimination based on sex or pregnancy.
Focusing on the Issue
I worked with Client’s CEO and Alice’s manager. We agreed right away to ignore the unauthorized time off. The amount of money at stake was relatively small, and we were concerned that raising time off as an issue could entangle us in Alice’s pregnancy-related medical needs.
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Employment terminations are difficult for both managers and employees. Because of the sensitivities involved and the desire to avoid litigation, managers should take special care in drafting the severance agreement and release and in conducting the termination meeting.
For California employers, one of the most important contract provisions is to require that the employee waive all rights under Section 1542 of the California Civil Code. This Section, which is well-known to attorneys but not necessarily to business managers, states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
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Dana Shultz is a business-savvy lawyer located in Northern California's San Francisco Bay Area (in the East Bay, near Oakland) who has in-depth knowledge of law, business, technology, and the needs of startup and early-stage companies.