The Difference Between Copyrights, Trademarks and Patents (180°)


One of Townsend & Lockett, LLC’s focus areas is Intellectual Property (IP) Law. While there are many different ways to protect intellectual property rights in the United States, four of the most popular methods involve the use of Copyrights, Trademarks, Trade Secrets and Patents. Many are familiar with these terms, but the different ways they can protect your IP rights are not always clearly understood. Below is a high-level summary of each area of law that highlights their basic differences.

Copyright-Protection
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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Townsend & Lockett, LLC Recent Victories August 2013


At Townsend & Lockett, LLC we like to follow up on our promise of 360 degrees of service. Hard work pays off, and we are proud to see our clients satisfied from our efforts. Below are some of our recent victories. We would like to also thank all of the companies and clients named for their co-operation during the course of our representation.

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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Why Your Business Needs an Exit Strategy (90°)


So you’ve come up with a solid business idea, one that promises to turn a profit. But have you thought about your exit strategy? While a handful of entrepreneurs have a dogged focus on their exit strategy, many business owners find it difficult to fathom the idea of moving past their business. Because let’s face it, as a start up business owner, you are too busy trying to figure out how to make the business work and grow to consider what how you get out of the business. This is understandable. However, your exit strategy may very well be the key to your business success.

Exit strategy notice board

Your exit strategy is the destination of your business and therefore helps you map out your business direction. A good strategy guides many major business decisions, including how you capitalize and from what sources, whether you venture into new product/service markets, and even whether you hire certain high-level personnel. So do not leave the exit planning for down the road; instead put an eye on it as you commence your operations. When it comes to exiting your company, you have several options. Let’s take a quick look. [Read more...]



No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Contract Drafting Tip Series: Only Time Will Tell (360°)


In today’s installment of the Townsend Locket Contract Drafting Tip Series, we are going to talk about time and space. But fear not, we are not going to go all “Newton and Einstein” philosophical. Regarding the time and space we cover today, relativity is an absolute no-no. Instead, we are going to talk precision, well-understood, well-defined points in time as they relate to when things must happen according to a contract’s terms.

contract drafting tips: time, dates and deadlines

When drafting contracts, dates and time periods are often sprinkled about. In any given agreement you will find the date the agreement is to begin, which may or may not be the same date as execution. You will also find the date the agreement must end, which may or may not be the date that all obligations under the contract terminate. There are provisions stating how much notice must be given prior to exercise of certain rights such as termination or escrow draws. Everywhere you turn, there are date and timing matters.

This is not happenstance. The question of when things must happen is one of the most important of all contract matters. You can manufacture the right products, deliver them to the right person at the correct place, but if you do not do it at the right time, there is a possibility that you eliminate the complete value of the contract. Nobody wants to wreck the entire benefit of their bargain, so here are a few tips for ensuring clarity of the timing obligations in your contracts. [Read more...]



No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

What Is Equity Financing?


If you’ve held any interest in business and entrepreneurship, then its highly likely you’ve heard the term equity financing or something similar mentioned. Equity financing is the process of raising money for company growth by offering personal or company stock, in exchange for investments. In return for the money paid, investors are entitled to a pre-determined amount of interest in the business.

Sign at the entrance of Startup city, Washington

Types of Investors

There are two main investor types, the Angel investor being one and the Venture Capitalist the other. Angel investors tend to be wealthy individuals, family members or even friends. Angel investors are more likely to provide financial support during the start-up phase of the business for either equity or full ownership. There may also be a number of benefits of working with an Angel investor, such as contacts and connections.

Venture Capitalists tend to invest larger sums of money than Angel investors. VC’s are more likely to invest in companies that are in the second stage of growth, this is because there is less risk during this stage of companies development. VC’s will also take a bigger chunk of equity and control. One of the main benefits of the Venture Capitalist is that they can help groom the company for merges or buyouts. There are various types of Venture Capitalist’s and they all operate in different ways.

The intended goals of the business should always be factored in when seeking the right form of investments to accept. [Read more...]



No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Business Organization Types Explained


Here at Townsend & Lockett, LLC – we love to encourage the next generation of entrepreneurs. Ambition is a quality that can bring you places you never imagined in life, and many of us are born with the level of ambition needed to take us there. However, before you begin your journey of entrepreneurship it is important to have a basic understanding of organization structure.

When conducting business, whether on your own or with partners, it is vital that you cover all possible outcomes when planning out your venture. You will need to understand the different business organization structures and understand where they benefit you or leave you vulnerable. Below we explain the different types of business organizations and how they work.

sole proprietor

Sole Proprietorship

The Sole Proprietorship is without a doubt the most common form of business structure in the United States. With the Sole Proprietorship the business is run by an individual, and there is no legal distinction between the business owner and the business itself. This structure would be ideal for home businesses, shop or retail businesses and one-person consulting firms. As the business grows into a more high profit platform with demanding staff requirements, the sole proprietor should be willing to transition to a business structure that will protect themselves against the number of legal vulnerabilities that will present themselves.
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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Contract Drafting Tip Series: Must-have Provisions Part II (270°)


In our last entry of the Townsend Lockett Contract Drafting Tip Series, we talked about the importance of properly identifying the parties, setting the duration of the agreement, outlining where the contract is to be performed and correctly quantifying the consideration. Today we are going to round out the Must-Have Provisions discussion by addressing vital items relating to responsibility in the face of mishap, planning for the unexpected, and resolving disagreements.

Contract signed

Contingency Provisions

When preparing a solid business contract, it is rare that every fact and circumstance that might arise over the lifetime of the relationship will be determined at the onset. Thus including contingency provisions are vital to a thoroughly drafted and functional business agreement. In a manufacturing agreement, it is wise to make provision for obtaining comparable parts and to set forth what alternatives are acceptable; or where they might be obtained. Shipping contingencies are also good to have. In the event the preferred carrier is unable to perform, you can prevent a delay in delivery of materials, parts and product by prescribing other options as method of delivery. Outlining contingent solutions to foreseeable problems is a great way to keep your business arrangement moving forward without the need to come back to the table for every little thing.

Limitation of Liability and Indemnification

While we always hope that every business arrangement goes smoothly and without any hitches, glitches or fumbles, the ball does hit the ground sometime. A good contract drafter always accounts for who will take responsibility for what. Malfunctioning products, improperly performed services, delays, and the like, can all cause damages and it is very likely that a party to the agreement is going to be on the hook for those damages even if the harmed party is a third-party. Provisions directing the responsibility for such damages and setting forth the extent of such responsibility will go a long way to ensuring efficient compensation for those damages. Such provisions also afford the parties the opportunity to plan and budget for such liabilities. Lastly, they put parties to the contract on notice which shapes behavior in a way that reduces mishaps. Once someone knows they are going to be responsible for the cost of a particular thing going wrong, they work a lot harder to ensure that thing goes right.

Contact agreement hand shake

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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Why High Billing Rates From Law Firms Doesn’t Always Equal Quality of Service


While browsing the Wall Street Journal online an interesting article about legal billing fees stood out to me. It addresses law firms billing clients up to $1,150 per hour, which many would deem outrageous. In fact these same law firms who charge these incredibly high fees are often demanded discounts by their clients as a result.

law-discounts

Not only does this make things difficult for legal firms who choose to price their rates at reasonable prices, but these firms are often not delivering on the value for money with their service. When clients have to demand a discount every time they seek legal advice they begin to get used to this mindset. This in turn makes them more likely to talk down a lawyers asking fee whether it’s reasonable or not. This can be detrimental to firms who strive to deliver a quality service at a reasonable price, especially when these firms have targets that must be met to maintain the running of their business.

Furthermore, law firms consistently offering discounted service to their clients vastly alters the perception of the legal profession to those looking in from the outside. Discount’s are great when you’re shopping for groceries, and goods. It helps to build consumer loyalty and satisfaction. But discounting services such as legal advice has a greater affect on those who work in the profession. It also makes clients question whether they are truly receiving the level of quality expected of lawyers.

Think of hourly fees “as the equivalent of a sticker on the car at a dealership,” said legal consultant Ward Bower, a principal at Altman Weil Inc. “It’s the beginning of a negotiation.…Law firms think they are setting the rates, but clients are the ones determining what they’re going to pay.”

The above quote is insightful in the sense that an hourly fee is not arbitrary, but is fixed and guided by the market and quality of service. The tried and true method of offering a reasonable rate that the market will bear and driving quality service still seems to be the best model. This builds a level of trust with your clients and it will ensure they are naturally inclined to use your service in the long term.

We understand that there are a few factors that encourage firms to raise their prices such as escalating firm overhead. This in turn urges partners to raise their own rates. Townsend & Lockett however, understands that delivering a great service translates to long-lasting relationships and great client experience. Providing clients with high-quality expertise at market acceptable rates seems to be good working order for client, firm and market.

-Image from WSJ



No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Contract Drafting Tip Series: Must-have Provisions Part I (180°)


Welcome to the second installment of the Townsend Lockett Contract Drafting Tip Series. In our introduction we discussed the purpose of contracts to provide context for everything we will be covering in the series. If this is your first visit to the series, be sure to read our previous article. Today we cover the first set of key components of a contract and outline the provisions that every single agreement must have. While each of these provisions could be dissected and expounded upon over hundreds of pages, I am going to limit today’s entry to explaining the nature of the provisions and offering some guidance on tightening them up.

Contract Drafting provisions

Contract Party Identification

For an agreement to be effective, the parties need to be identified. You cannot have a working arrangement if you do not know who must do what. That seems simple enough right? Not exactly. With over 7 billion people in the world and the millions of companies, and the varied spellings of names, misidentification of parties to a contract is not uncommon. Further, often times there is a separation between the negotiating parties and the performing parties. Be sure to check down legal names, confirm spellings, include middle names or initials, and add place of residence or principal place of business of the parties if possible to ensure the intended parties are on the hook.

Consideration

“Consideration” is just a fancy term for what the parties are going to give each other. By law, no contract can exist without it. So understand if you have a contract that essentially says you can walk, without doing anything, if you choose to, you do not have an enforceable agreement. Typically, one party’s consideration in a contract will be money. Money is fairly easy to incorporate into an agreement as consideration. Goods and services are the other items that most often represent a party’s consideration in a contract. Whatever the form, ensure it is not left out of the agreement provisions.

Term, Termination and Renewal

Assuming you have determined who is going to do what, you have to button down how long the relationship will last. The drafter should always cover when the obligations of the parties begin and end, whether there is an opportunity to renew, and under what circumstances the arrangement may be terminated prior completion of the designated term. It is best to set forth the precise dates and years of commencement and termination.

contract agreement

The “Where”

Things have to be done pursuant to contracts, and where those things will be done must be designated in the four corners of the contract. Whether it is delivery of payment, delivery of goods, materials and supplies, or the provision of services, the location of where each should be made must be spelled out clearly. The location can even be “any location designated by one party,” so long as that location option is spelled out in the contract. The main point is that some expectation of where things will be done, or how the “where” will be selected, must be included in the agreement.

How Much

I touched on this item slightly in the consideration discussion above. If money is the consideration, the amount of money or at least a formula for determining the amount of money needs to be written into the contract. The same goes for amounts of goods that are provided as consideration. If services are provided, the number of hours or the project commitment must be addressed in the provisions of the contract.


Contracts are very much like novels. As laid out above, there needs to be a who, what, when and how “much”. In the next installment of the Townsend Lockett Contract Tip Series, we will round out the must-have provisions of a contract and talk about contingencies, liability, dispute resolution and more.

 

More Articles In The Contract Drafting Tip Series:

- First image from Raymond Cooper
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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.

Contract Drafting Tip Series Introduction (90°)


What is most often produced on Xerox paper, contains lots of words, printed on non-color printers, but fails to come out black and white sometimes? Here’s an additional clue. While it loves to give an address, when not given the proper coddling it will refuse to speak when you need it to most. Yes my friends, I’m talking about our good friend the contract.  Contracts are the ties that bind relationships in business at every level. Service providers enter contracts with clients, retailers execute them with customers, employers sign their employees to them, manufacturers make them with suppliers, and the list goes on.

Contract Drafting tips

If you are in business, you have contracts. Or at least you should have contracts. They are important. However, contracts can be unruly if not properly trained. Unruly contracts are terrible for business. If badly behaving contracts have ever been a thorn in your business end, have no fear, Townsend Lockett has developed a series to help you wrangle those pesky bad behaving papers. Welcome to our “Contract Drafting Tips,” where we provide insight, guidance and dos and donts when preparing contracts.
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No Attorney-Client Relationship The materials on the Townsend & Lockett, LLC site are for informational purposes only and are not legal advice. Use of this Web site does not create an attorney-client relationship between you and Townsend & Lockett, LLC. You should not act upon the information on this Web site without seeking advice from a lawyer licensed in your own state or country. Please note that you should not send any confidential information pertaining to potential legal services to Townsend & Lockett, LLC or any of its attorneys until you have received written agreement from Townsend & Lockett, LLC to perform the legal services you requested. Unless you have received such written confirmation, we will not consider any correspondence you send us as confidential.