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Corporate Law Employment & Logistics by s90P2am8

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									  Intellectual Property
 and Other Legal Issues
for Emerging Companies
                     Presenters
Timothy K. Cutler, Esq.     Peter Stecher, Esq.
Connie C. Dai, Esq.         GesmerUpdegrove, LLP
CUTLER P.C.                 40 Broad Street
10 Milk Street, Suite 720   Boston, MA 02109
Boston, MA 02108            www.gesmer.com
www.cutlerlegal.com
Peter Stecher, Esq.
peter.stecher@gesmer.com

 • Practicing Patent Law for 12 Years
     •   5 years as a Patent Agent and 7 years as an Patent Attorney
 • Patent Prosecution and Litigation
 • Expertise in Patent Matters Related to Electrical, Electronics, Optics and
   Computer-Related Patents
 • Industries Includes Universities, Clean Energy & Green Technology,
   Consortium & Standards Setting, Hardware, Internet, Medical/Health,
   Software and Telecom/Wireless
 • Former Examiner of the U.S. Patent Trademark Office
 • Registered to Practice at the U.S Patent Office and Licensed in
   Massachusetts
 • J.D. (Suffolk University)
 • Electrical Science & Engineering (MIT)
 • MBA Candidate (Northeastern)
Timothy K. Cutler, Esq.
tkc@cutlerlegal.com

 • Practicing 24 Years
     • 10 Years in Los Angeles & 14 Years in Boston
 • Founded CUTLER P.C. in 2004
 • Served as a Mediator
 • Completed Over 30 Trials in 4 States
 • Overseen Legal Matters in 8 States
 • Represented Start-ups and Emerging Companies in the Areas of Software,
   Internet, Retail, Engineering and Marketing
 • Represented Chinese Companies
 • Creates Legal Entities
 • Drafts:
     • Licensing Agreements, Contracts and Employment Agreements
 • Handles:
     • Employment Matters, Disputes Between Shareholders, Unfair Business Practices
       and Contract Disputes
 • Handles:
     • Purchase and Sale of Businesses
Connie C. Dai, Esq.
ccd@cutlerlegal.com

 • Practice Areas:
     •   Business, Employment and Immigration Law
 • Handles:
     •   Experience in Cross Border Transactions, Drafting and Reviewing Contracts,
         Judicial Internship, Employment and Investor Visa and Immigration as well as
         Naturalization
 • Business and Financial Consulting with Start-Ups and Established Businesses
 • Anti-Trademark Infringement Management, Joint Venture Negotiation, and
   IP Training in Coca-Cola China
 • NECINA – Fundraising and Public Relations
 • Education:
     •   J.D. (Suffolk University); MBA (University of Calgary); and B.A. (Shanghai
         University)
 • Bar Admissions:
     •   Massachusetts; and New York (Pending)
 • Languages:
     •   Native Mandarin; and English
         What is a Patent?
   A Patent is Basically a Contract Between the
    Inventor(s) and the Government



    INVENTOR(S)               GOVERNMENT

                Invention Disclosure


                Limited Monopoly
               What is a Patent?
• The Right to Exclude Others From:
  •   Making
  •   Using
  •   Offering for Sale
  •   Selling
  •   Importing
• In return for full disclosure, patent owner is granted the right
  to exclude others from making, using, or selling the patented
  invention
• Patent owner has a “limited monopoly (20 years from filing)
  preventing independent use or sale by others of the patented
  invention
              Exclusionary Right
                   Example
• Exhibit A              • Exhibit B
   What Can Be Patented?

35 U.S.C. §101 Inventions Patentable

Whoever invents or discovers any new and useful process,
machine, manufacture, or composition of matter, or any new
and useful improvement thereof, may obtain a patent therefor,
subject to the conditions and requirements of this rule.
         The Value of Patents
   Offensive
    • Prevent Others From Making, Using Or Selling
       o Often Unrecognized
    • Basis For Licensing To Generate Royalty Income
   Defensive
    • Shield Against Actions By Others
    • Basis For Settlements Based On Cross-licensing
      Standard of Patentability
Invention Must Be Novel (New), Useful, And Non-Obvious
• Utility
   o Any Beneficial Use
• Novelty
   o Not Already Described Or Patented Elsewhere, Or Known, Used Or
     Available To Others In The U.S.
• Non-Obviousness
   o Standard Is One Skilled In The Relevant Technology
      Engineer’s Standard (?)

      Legal Standard (would it have been obvious to one of ordinary skill in
         the art)
United States Patent [19]                                       [11] 3,787,678
Rainer                                                          [45] Jan. 22, 1974
_______________________________________________________________________________

[54] RECHARGEABLE BATTERY POWERED                 Primary Examiner—Samuel S. Matthews
     LIGHT                                        Assistant Examiner—Michael L. Gellner

[76] Inventor: Robert R. Rainer, 204 Bertly,
               Moberly, Mo. 65270

[22] Filed:   Dec. 13, 1972                           [57]    ABSTRACT

[21] Appl. No.: 314,787                        An improved flashlight that includes D.C.( current dry
                                               cell batteries which can be readily replaced or which
                                               alternately can be easily recharged without need to be
[52] U.S. Cl.…………………240/10.6 CH                removed from the flashlight case; the device, including
[51] Int. Cl……………………..F211 7/00                a receptacle in circuit with the batteries, the receptacle
[58] Field of Search…………240/10.6 CH            being adaptable to receive a plug on an extension cord
                                               that can be connected to either a 6 or 12 volt D.C. direct
[56]          References Cited                 current outlet such as on an automotive vehicle or
         UNITED STATES PATENTS                 portable battery charger.
1,506,302 8/1924 Hopkins …240/10.6 UX
2,818,498 12/1957 Foch …….240/10.6 UX                   1 Claim, 2 Drawing Figures
                                                3,787,678

RECHARGEABLE BATTERY POWERED                           connected to one terminal of an on-off switch
LIGHT                                                  19 mounted on an outer side of the case, the
                                                       other end of the switch being grounded.
 This invention relates generally to flashlights.       A receptacle 20 formed on a side of the case is
 A principal object of the present invention is        adaptable to receive a plug 21 connected to a 6
to provide a flashlight which can be readily           or 12 volt D.C. power source. One terminal of
recharged so that the batteries are always fully       the receptacle is grounded to the case as shown
charged for instant use.                               at 22, and another terminal thereof is connected
  Another object is to provide a flashlight that       to the battery cover 23 on the batteries.
can be readily recharged from any D.C. direct           A safety cover 24 is slidable along the outer
current outlet of 6 or 12 volts such as an             side the case so to cover up the switch 19
automotive vehicle or a portable battery               during recharging operation and prevent it
charger.                                               accidentally being turned on.
 Another object is to provide a flashlight that
accordingly eliminates the expense              of       When not plugged in for recharge, tle
periodically purchasing new batteries.                 flashlight is readily portable for normal
 Another object is to provide a flashlight in          illuminating use.
which the batteries do not have to be removed            While various changes may be made in the
from the case in order to be recharged.                detail construction, it is understood that such
 Other Objects are to provide a rechargeable           changes will be within the spirit and scope of
battery powered light which is simple in design,       the present invention as is defined by the
inexpensive to manufacture, rugged in                  appended claims.
construction, easy to use, and efficient in              One such change different, from the
operation.                                             construction shown in the drawing, would be
 These and other objects will be readily evident       that the batteries can be installed into the base
upon a study of the following specification and        from either end.
the accompanying drawing, wherein:
 FIG. 1 is a side view of the invention shown-          I claim:
partly in cross section.                                1. In a rechargeable battery powered light, the
 FIG. 2 is an electrical diagram of the                combination of a case having a removable end
invention.                                             cap at a rear end for closing a rear opening in
 Referring now to the drawing in detail, the           said case, D.C. current dry cell batteries being
reference numeral 10 represents a rechargeable         removably received through said opening into
battery powered light according to the present         an interior chamber of said case, a lamp in a
invention in which there is a case 11 haying a         front end of said case, a switch on a side of said
removable rear end cap 12 screwed on so to             case, said batteries, lamp and switch being in a
permit installing D.C. current dry ce11 batteries      series electrical circuit, a recharging receptacle
13 therewithin. A compression coil spring 14           on said case for receiving a male plug
between the batteries and the end cap provides         connected to an external electric power source,
a ground contact from the batteries to the case.       said recharging receptacle having terminals
 The other end of the batteries is connected           electrically connected to opposite terminals of
through a battery cover to one terminal of a           said batteries, and a safety cover being slidable
lamp 15 in the other end of the case. A                along an outer side of said case so to selectively
reflector 16 around the lamp directs light rays        cover up a normally exposed switch button of
out of a lens 17 in front of the lamp and              said switch during recharging period and
mounted in a bezel 18 screwed on the case end          preventing said circuit accidentally being
so to allow replacement of the lamp in case it         closed at such recharging time.
burns out. Another terminal of the 1amp is                                 * * * * *
3,787,678
1. In a rechargeable battery powered light, the combination of a case
    having a removable end cap at a rear end for closing a rear opening in
    said case, D.C. current dry cell batteries being removably received
    through said opening into an interior chamber of said case, a lamp in a
    front end of said case, a switch on a side of said case, said batteries,
    lamp and switch being in a series electrical circuit, a recharging
    receptacle on said case for receiving a male plug connected to an
    external electric power source, said recharging receptacle having
    terminals electrically connected to opposite terminals of said batteries,
    and a safety cover being slidable along an outer side of said case so to
    selectively cover up a normally exposed switch button of said switch
    during recharging period and preventing said circuit accidentally being
    closed at such recharging time.
United States Patent [19]                                             [11]   Patent Number:    6,004,596
Kretchman et al.                                                      [45]   Date of Patent:   Dec. 21, 1999
______________________________________________________________________________________________________

[54]   SEALED CRUSTLESS SANDWICH                                      5,853,778 12/1998 Mayfield……426/89

[75] Inventors:   Len C. Kretchman, Fergus                                   OTHER PUBLICATIONS
                  Falls, Minn.; David Geske,                          "50 Great Sandwiches", Carole Handsllp, pp.
                  Fargo, N. Dak.                                       81-84,86,95, 1994.

[73] Assignee: Menusaver, Inc.,                                       Primary Examiner--Lien Tran
               Ortwille, Ohio                                         Attorney, Agent, or Firm--Vickers, Daniels & Young
[21] Appl. No.: 08/986,581
                                                                      [57]                 ABSTRACT
[22] Filed:        Dec. 8, 1997                                       A sealed crustless sandwich for providing a convenient
                                                                      sandwich without an outer crust which can be stored for
[51] Int. Cl.............................................A21D 13/00   long periods of time without a central filling from leaking
[52] U.S. Cl……………..26/94; 426/274; 426/275;                           outwardly. The sandwich includes a lower bread portion,
                                           426/29                     an upper bread portion, an upper filling and a lower filling
[58] Field   of Search ……………………..426/94, 274, 275,                    between the lower and upper bread portions, a center
                                    426/297, 138                      filling sealed between the upper and lower fillings, and a
                                                                      crimped edge along an outer perimeter of the bread
[56]                References Cited                                  portions for sealing the fillings therebetween. The upper
              U.S. PATENT DOCUMENTS                                   and lower fillings are preferably comprised of peanut
                                                                      butter and the center filling is comprised of at least jelly.
3,083,651       4/1963 Cooper……………426/275                             The center filling is prevented from radiating outwardly
3,690,898       9/1972 Partyka………….....26/275                         into and through the bread portions from the surrounding
3,767,823       10/1973 Wheeler et al……..426/275                      peanut butter.
3,769,035       10/1973 Kleiner et al...........426/275
3,862,344       1/1975 Zobel…………….426/244
4,382,768       5/1983 Lifshitz et al……..426/275                                    10 Claims, 4 Drawing Sheets
                   Patent or Not?
•   Pros and Cons of Having a Patent
•   Factors to Consider
•   Nature of Business/Business Model
•   Prototype
•   Life Cycle of Products/Service
•   Manufacturing Process
•   Benefit Cost Analysis
      Changes in Patent Law
• AIA – American Innovation Act
• Potential implications on business
                         Copyright
• What Is Copyrightable?
    • Original Works of Authorship Fixed in Tangible Medium of Expression
•   Exclusion
•   Merger Doctrine
•   Compilations
•   Copyright Owner’s Rights
    •   Reproduce
    •   Derivative
    •   Distribute
    •   Public Display
• Statutory Exemption – Fair Use
                Trademark
• What is a Trademark?

• Why is a Trademark Useful?

• How will a Trademark Offer Protection?
                     Trade Secrets
What is a Trade Secret?
•Information Not Known to the Public at Large
•It Can Be a Compilation of Public Information
•Something that Gives a Company a Competitive Edge or Advantage in its
Business
How Does a Company Protect Its Trade Secrets?
• Policies and Procedures
• Limit Access to the Trade Secret
   Non-Disclosure Agreements
• What is a Non-Disclosure Agreement?

• When are Non-Disclosure Agreements Used?

• What to Look for in a Non-Disclosure Agreement:
  •   Description Of What Is Being Disclosed
  •   The Circumstances Surrounding The Disclosure
  •   Does Not Constitute A License
  •   No Limits On Consequential Damages
  •   Choice Of Law Provisions
                 Work-For-Hire
What Does Work-for-Hire Mean?
What is the Work-For-Hire Definition:
  • Work performed by an employee within his/her scope of work; or work
    that is commissioned, specified as a work-for-hire in a written agreement
    and is identified by statute as matters falling within the work-for-hire
    definition
  • The definitions are narrowly construed and are (1) A contribution to a
    collective work; (2) A part of a motion picture or other audiovisual work
    as a sound recording; (3) A translation; (4) A compilation; (5) An
    instructional text; (6) A test; (7) Answer to material for a test; or (8) An
    atlas.
  • Software is not included
What is the Use of Licensing Agreements as an Alternative to
 Being a Work-For-Hire?
        Licensing Agreements
What Types of Software Licensing Agreements Are There?
  •   Perpetual
  •   Fixed Term
  •   Multiple Users
  •   Pay Per Use
  •   Exclusive
  •   Non-Exclusive
Pricing Impacting/Limiting Amounts of Future Licenses
  Non-Compete Agreements
Such Agreements Are NOT Favored in the Law
Such Agreements Must be for a Legitimate Business Purpose:
• Protect Trade Secrets
• Protect Confidential Information
• Protect Goodwill
What Language Should be Included in the Agreement?
• Describe the Confidential Information
• Reasonable Time and Scope
Who Owns Goodwill?
• The Court’s General View of Goodwill
What is a Non-Solicitation Agreement?
Contrast to Confidentiality Agreements
       Options For Non-Resident
            Entrepreneurs
Part-Time Entrepreneur
•Start A Business While On H-1B Sponsored By An Employer
Full-Time Entrepreneur
•Start A Business And Use It To Sponsor Your H-1B
•Establish US Subsidiary Of Foreign Company And Use It To Sponsor L-
1 Multinational Manager Or Employee With Special Knowledge
 Start A Business While On H-1B
• Type Of Business To Incorporate
• Restricted Role As “Passive Investor”
• Limited Tax Advantages
           Start A Business
        And Sponsor Own H-1B
•Key Is Valid Employer/Employee Relationship
•Feasible And Sound Business Plan
•Independent Board Of Director
•Managerial Capacity
•Hiring Plan Of Other Employees
•Client Contracts
•Office Lease
    U.S. Subsidiary and L-1 Visa
•   Must Work 1 Out of 3 Years in Parent Company
•   In Managerial Role or Employee with Special Knowledge
•   Strong Track Record of Parent Company Helpful
•   Feasible and Strong Business Plan

								
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