Small Business Intellectual Property Transactions

All enterprises operate as both creators and consumers of materials protected by intellectual property law. Websites, marketing brochures and advertisements are protected by copyright; company names, brands and logos are covered by trademark; software, hardware and processes utilize patents; trade practices, innovation, client information and know how are governed by trade secrets; and the use of names and likenesses are regulated by state publicity rights laws.

Because intellectual property rights provide exclusive ownership of critical strategic assets, these rights provide small business the potential to level the playing field with their multinational rivals. Google, Microsoft and Apple each started as a small partnership that leveraged innovation and intellectual property rights to challenge the market leaders.

The course provides an introduction to copyright, trademark, patent, trade secret law, publicity rights, and data management (related to intellectual property) with an emphasis on how these fields affect small business transactions. The course materials are inherently comparative in nature, allowing you to see how very different legal doctrine can be used separately or in combination to maximize business opportunities and manage business risk.

The objectives of this course are (i) to review the substantive areas of intellectual property law and the concepts related to the creation and legal protection of intangible property rights; (ii) to expose you to a complex federal statutory code and develop the skills of statutory analysis; (iii) to develop an appreciation for the impact of federal rule-making on private commercial transactions; (iv) to develop an understanding of business best practices regarding the creation and protection of intellectual property rights; and (v) to develop an understanding of best practices regarding use intellectual property based transactions.

Generally, each subject matter is covered in multiple modules. In the first module, you are responsible to review the basic legal rules governing the legal rights protected by the doctrine, including:

• Identifying the method of originating the protected work.
• Securing legal protection, by registration or otherwise.
• Policing or enforcing the rights in the marketplace.
• Avoiding infringement of other rights holders.
• Navigating legal pitfalls that would result in the rights being extinguished.

In the last module on each subject matter, you will receive a transaction packet. Working in teams, you will negotiate and draft agreements to complete a transaction with representatives from another team to complete an assigned transaction. The transactions may be cumulative in nature, so negotiations in latter modules will include rights covered earlier in the semester. You will be expected to:

• Identify the objectives of your client based on their economic relevance.
• Suggest the best intellectual property tools to achieve client goals.
• Reflect the goals of your client in a sale, policy document, license or other agreement.
• Understand all the provisions of the agreements to which your client is a party.
• Avoid contractual provisions that would undermine your client’s interests.