How to start your venture legally!

1. Getting Started Legally
Juliet Peters
Founding Partner
Becker Peters, PLLC
I’ve got an idea….now what?

2. Equity Issues
LLC
VESTING
CORPVS.

3.  Buy-Sell Language
 Provisions for Death or Divorce
 Different Classes of Units
 “Profits Interest” Language
 Valuation Formula
 Deadlock Provision
Operating Agreement Must Haves

4. Technical Co-Founder
Outsourcing Your
Development
In-House Development
Secure Your IP

5. Technology Assignment Agreement
or Exclusive License
• Broad as possible
• Terms should be worldwide, right,
title or interest to company and
forever (perpetual)
• Confidentiality
• Ability to get injunctive relief
• Strong Reps and Warranties
Working with a
Technical Co-Founder?

6. Development, Consulting or Work Made
for Hire Agreements
Work Made for Hire but Cover Your Bases
Master Agreement with SOW Attached
Reps and Warranties, Indemnity, Insurance
Non-Disclosure Agreements
Outsourcing Your Development?

7. To Non-Compete or Not to
Non-Compete
Proprietary Rights
Agreements
In-House Development?

8.  Technology Advisors
 Advisory Board Members
Other Assistance

9.  Actively Protect It
 Trademarks
 Patents
 Trade Secret Protection
 IP Identification And Storage
Product Traklight at www.traklight.com
Safeguard Your IP

10.  What’s Wrong With A Handshake?
Contracts

11.  Psssh, it’s not a security – it’s my Uncle
Fred.
 I heard I can solicit anyone I want to
now.
 Let’s head to the crowd.
Raising Money???

12.  Employees vs. Independent Contractors
 Interns – sad but true, proceed at your
own risk
Employment Issues

13.  Interview At Least Three
 Experience — Technical, Business
 Philosophy
 Ask For Referrals
 Flexibility
 Value
Find the Right Lawyer

14. Resources
 Orrick's Start-up Forms
http://www.orrick.com/Practices/Emerging-Companies/Startup-Forms/Pages/Forms-Technology.aspx
 Gunderson Dettmer LLP
http://bit.ly/QVgPb3