Contact for free initial consultation:
mark@wisnoskylaw.com or phone: 858 663 7794

What is the worst that is likely to happen?

What do you want?

Who should negotiate?

Contracts and Licenses

Contract and licenses show up in all phases of a business’ life cycle. Contracts can be formed through a variety of means: written, verbal, purchase orders, emails, etc. Partnership agreements, operating agreements for LLC’s and corporate bylaws are special forms of contracts between the business’ owners.

We have experience in a multitude of contract types but specialize in those that include an intellectual property aspect. A development agreement should establish who owns an invention even before it exists. Employment and / or consulting agreements should almost always include sections regarding ownership of intellectual property. A license agreement might be the means to extract value of established intellectual property whether in the form of trade secret, patent, copyright or trademark. Buy sell agreements might be the means to exit a business through the sale of the real and intellectual property.

We have experience in all of these contractual types. In some cases the contract transactions might involve specialized areas of law such as Securities or Litigation where we do not practice. In those cases we can provide a referral to other attorneys who have proven their capabilities to us.

What is the worst that is likely to happen?

An important reason to have an attorney review your contract is to check for worst-case scenarios. For example, have you accidentally just formed a new partnership and you are now responsible for debts the other party might incur. Similarly have you accidentally created a franchise or given away your intellectual property rights? Maybe the contract is just a bad deal. When it comes to contracts attorneys are natural pessimists and that's a good thing.

What do you want?

Before starting a negotiation be certain to write down what you want. This sounds simple but is often neglected. Include your nearly wildest expectations. If you don't ask, it won't happen. If you never hear "no" from the other side, maybe you just did not ask for enough. What you consider valuable may be of no interest to the other party. Don't assume.

Who should negotiate?

A contract should be written for the two parties who must live under it, not their attorneys. If you don't understand some clause, the other party likely does not either. The two parties need to understand the contract. For this reason I believe the parties should be mainly involved in the negotiation. This might include drafting the terms, with a legal review. Another reason to keep the attorneys in the background (besides expense) is the age-old negotiation strategy of having some authority that can say “no”. Perhaps even after you have already said “yes”.

We provide whatever level of service and interaction that makes most sense to you and your business. We can draft a new agreement, review a contract, or be directly involved in the negotiations.