Business Law

Schultz & Associates provides a variety of legal services to businesses, and assists clients in developing business structures and intellectual property portfolios that comply with the goals of their investors and management. The firm handles all issues related to technology licensing and transfers, portfolio review, infringement studies and franchising matters; we deal with such areas of intellectual property as patents, trademarks, copyrights (including software), trade secrets and know-how. Following are overview of various areas of business law and how Schultz & Associates can help you with them.

Unfair Competition

A company’s technology, trade, and process secrets reside within each of its employees. If an employee leaves a company, that company’s secrets go with the worker to his or her next employer. Businesses must protect themselves from unfair competition and misappropriation of confidential or proprietary information, which can occur when an employee leaves.

Similarly, professional employees of all types of entering employee agreements must be aware of the scope of the documents they enter with respect to their individual creations and inventions.

Schultz & Associates has broad experience helping companies deal with the complicated issues associated with trade secret and unfair competition issues. We can provide:

  • Employment contracts that clearly define a former employee’s post-employment options.
  • Post-employment covenants-not-to-compete that include geographical and job responsibility restrictions.
  • Assistance in drafting policies dealing with non-solicitation of former customers and current employees.
  • Counseling to management on appropriate preventative measures to protect trade secrets, as well as other proprietary or confidential information.
  • Representation before state and federal courts.

What Licensing Involves

Licensing may involve all areas of intellectual property; different legal doctrines and issues will arise in each of type of transaction. The primary business issues which may need to be resolved include:

  • The exclusivity or non-exclusivity of the license.
  • The duration of the license.
  • A reasonable royalty rate and upfront royalty payments.
  • The licensed field of use.
  • Territory covered.
  • Enforcement issues.
  • Performance triggers.
  • Warranty issues and representations.

Legal issues will also need to be covered in the text of the license agreement. For example, what representations and warranties will the licensor provide? What audit rights will the licensor have? What level of efforts must the licensee exert to promote the licensed property? How should the parties allocate any legal expenses associated with enforcing intellectual property rights (or defending against claims of infringement)? How does the licensor assure itself that the licensee’s quality control is adequate?

Patent Evaluation

The value of patents can be estimated from assessment traits such as the breadth and strength of claims, the scope of limitations induced by the file history of the patent and the prior art. The firm has the capabilities to assess relevant traits of your patents, as well as those of your competitors.

Technical Evaluation

Schultz & Associates can provide an analysis of your target industry, relative to the most advanced patents and trademarks currently filed within the industry.

  • Negotiation – Suitable terms are negotiated, and all aspects of negotiation are followed up to and until successful licensing.
  • Infringement Studies – Investors who enter an area of business for the first time should be aware of existing patent and trademark rights within that area, especially where the investor’s own patent and trademark rights may overlap. The firm can provide information and advice about these existing rights, which could potentially cost the company valuable time and resources, before investment decisions are made.

Technology Transfers

Divestiture and acquisition of intellectual property present their own challenges and issues which are uniquely related to the type of intellectual property involved. Schultz & Associates can provide advice in some of the key issues, including:

  • Ownership and chain of title.
  • Transfer of existing goodwill.
  • Scope of acquisition or divestiture.
  • Timing of the transaction.
  • Sublicensing issues.
  • Valuation.

Strategic Partnering

Strategic partnering refers to special business relationships that, while close, are in fact something less than a true partnership; they typically involve one company assisting another in making sales to the first company’s customers. These relationships often involve the payment of sales commissions, and require particular attention to issues of quality control, customer support and maintenance. Since both companies will be selling to the same customers as a team, each company has an interest in how well the other satisfies the customer. Because the companies are not truly partners in the legal sense, they must take care in presenting themselves as separate entities to the customers, so that they do not become liable for each other’s obligations. In addition, many of the issues present in a licensing relationship are also present in business partnering.