JV Legal Continues

Due Diligence in Joint Venture is a process, since recently joining partners might normally consider entity Intellectual Property (IP) assets. While in a JV partnership, you will need to consider legal and monetary analysis, which are carefully issued at the time two parties join in business. The Due Diligent Intellectual Property research will help you to evaluate copyrights of your partner, trademarks, patented asset, and trade secrets.

If a partner owns right of Intellectual Property, which are protected by licenses, the party has the right to the valuable Joint Venture. This is important since if you are selling a product or line of products for a business you want to make sure that the partner houses all legal rights to the products.

Intelligence Property auditing, or diligent investigations will help through the verification process, thus verifying that the Intellectual Property has rights held by the product owner. Thus, this will leave you room to confirm, verify, exploit, and enforce the rights of the products. The verification will provide suitable joint venture relations, and provide confidence while proposing objectives through business.

While writing a contract for Joint Venture you will need to consider the transferring of Intellectual Property. As a venture partner contributing to the Intellectual Properties, including rights, you are placed in the out of the usual run of things, positioning self as a transferee and transferor.

The business partner then will consider the transferor or Joint Venture partner, considering the Intellectual Properties, allowing only room for you to successfully run the business jointly, while eliminating any chances of losing control of the portfolio or exposing the IP portfolio to any irrational dangers. You as the transferor then will find interest in capturing to the limits the Intellectual Properties, while growing into a successful JV relationship.

Accordingly while structuring a contract for Joint Venture, you will not only focus on the Intellectual Property, you will also consider agreed transferring of documentation, while drafting the information in detail and leaving out vagueness as much as possible. Thus, the interchanging of Intellectual Property in Joint Venture forms a project and/or license reunion. Still, the projects could prove unbending, while forms of transfers are sent. The project first, might put harsh limits on the abilities of the assignor to utilize Intellectual Property and its rights in the market or industry reached by only the ventures in joint relation.

Furthermore, JV may organize exclusively limiting its purposes of completing the fulfillments of the venture partner, targeting the particular objectives in business, and once the goals are met, usage of the partners Intellectual Properties may not be needed any longer in the business. Accordingly, you might want to seek out reliable partners, i.e. show reluctance to give over your Intellectual Properties to those ventures that are proven inexperienced.

You want to structure the contract so that the two parties joining in Intellectual Property, including transferee and transferor, leaving no room for impairments of independency, while removing any conflicts produced in the relationship.

Thus, licenses may offer more flexibility in the process of transferring Intellectual Properties to joint venture partners. The license in its self has variables, including scopes, terms, etc.

The license and its scope decides the rights, including settled on, and if those rights will have copyright exclusions. In other words, the scope of the license is to decide if the usage by you has particular restrictions and/or limits that prevent you from selling to the fullest. The terms decide renewal and validity of the license. While discussing joint venture with a partner you will need clarification as to what degree of rights you will share with the business, and to what degree could you utilize the license.

Mesothelioma Legal Help

For individuals stricken with asbestos related mesothelioma, there may be substantial compensation available if they act quickly to engage an experienced mesothelioma lawyer who is proficient in asbestos legal issues and proving asbestos exposure. Most often mesothelioma lawsuits end up with a settlement without ever going to trial or even into a court. In our experience, this is the preferred scenario for most families with a mesothelioma case.

Since the only known cause of mesothelioma in the United States is asbestos, the key to a successful case is proving exposure to the product(s) responsible for the injury. That is why you need to hire an experienced asbestos related disease attorney.

This is not to say that the asbestos industry will simply give away any money. The large corporations that we routinely go up against will hire some of the best attorneys that money can buy to defend and delay against paying compensation to you. This is why retaining an experienced mesothelioma lawyer with a background in this type of case can help you and your family get the asbestos settlement or verdict you deserve.

Coady law firm attorneys have represented many hundreds of clients stricken from asbestos related mesothelioma with compassion, diligence and success. They began their works in mesothelioma case 25 years ago, and they are still hard at it today.

Why you are entitled to compensation:

For centuries there has been increasing evidence that asbestos caused respiratory diseases in humans. By the 1930s, the asbestos industry was selling millions of dollars worth of asbestos insulation. Asbestos, a mineral that was plentiful and inexpensive to use, was an effective insulating material. It was used in all sorts of insulations-pipecovering, cement, gaskets, blankets, building materials, automotive products and other various uses.

Around this time, the asbestos trade associations and industry giants began to fund scientific studies to prove that asbestos was safe, but their scientists came to the opposite conclusion. They found asbestos was a highly toxic carcinogen which caused respiratory illnesses, including cancer, in laboratory animals and, it was believed, in humans.

Faced with this evidence, the asbestos industry did not warn users of the health risks, or take steps to prevent harm. Instead, they covered up this evidence and continued with business as usual. Scientific reports were edited and modified, test results were altered or destroyed, and funding for this research was stopped. The asbestos industry then embarked on a campaign to keep the information from reaching the general public. Manufacturers of safer, non-asbestos insulations were bought out by the asbestos industry giants, stifling competition and safeguarding the cover-up.

Through the tireless efforts of some of those pioneering scientists, the United States government finally realized the hazards of asbestos, and began a slow campaign to curtail, and ultimately, prohibit, its use in the United States.

When to contact a Mesothelioma Attorney:

It is important that you contact us as soon as possible upon learning that you or a loved one has been diagnosed with an asbestos-related cancer for three reasons. First, all states have a statute of limitations in which you must file your case, which often starts running at the time of diagnosis. Your case needs to be filed before that time has expired otherwise compensation may be barred. Second, a case in which the plaintiff is alive is often set for trial more quickly because those cases get priority in most jurisdictions. Third, the person with the disease is usually the best person to establish their exposure history, which is often essential information for a successful settlement.

The Yes/No Legal Scam

The skilled con artist knows how to rig the game to make the players think they are winning. Every time you put a quarter into the slot machine, out come 2 more. In setting you up for the big con, this formula is altered a bit, to nothing more than ace-high salesmanship. They know they must get you in a good mood, very positive thinking, in every respect, in order to get you over to their side.

Thus, you are subjected to the preliminary "Yes / No" test. In it you are being set up, softened, conditioned to saying "yes" to that final (when it comes) "closing" question, "Would you sign here, please?" Their means? A long, introductory series of questions that you, in complete control of your mental faculties, can only say "yes" to. Examples: Would $2,000 a week in additional income be helpful to you? Would your wife appreciate the extra luxuries? Would it be easier to set up a fund for your childrens' college education? Would holding a mortgage-burning party early make you happy? Would you breathe easier knowing that your retirement is secure?

Yes, yes, yes, yes, and yes--to all 5 questions. Of course. Is there any doubt, really, as to what your logical reactions to such questions would be?

Now the con artist has you in the habit. You are being led, inexorably, like a sheep, to the slaughter, toward the desired end-result, the "kill." This would be your final head-nodding, agreeable acceptance of whatever crackpot scheme or product this artist is trying to sell you.

How do you break the rhythm, keep a full handle on your conscious objectivity in reviewing his sales presentation? You almost have to play a little game on yourself, a form of self-hypnosis combined with some amusing musings on answers.
For example, mentally--as you go, as he is talking--pose to yourself a mythical "no" answering routine. To demonstrate how this might work, let's go through those leading questions again:

"Would $2,000 a week in additional income be helpful to you?" (No, I enjoy being a struggling paycheck-to-paycheck working slob.)

"Would your wife appreciate the extra luxuries?" (No, she enjoys home canning, making her own clothes and soap, and all the other joys of care-free poverty.)

"Would it be easier to set up a fund for your children's college education?" (No, I'd only have more time to blow the money, like I might be doing right here, now, by listening to you.)

"Would holding a mortgage-burning party early make you happy?" (No, I don't want to incur any prepayment or other back-end costs. And, besides, my banker's got to eat, too.)

""Would you breathe easier knowing your retirement is secure?" (No, this whole concept challenges my Vow of Poverty.)

In sum, beware of stories with happy endings. Often they have unsettling postscripts. Thus, going through some such mental gymnastics--as you go through this person's "Yes Man" routine--might a little better hold your feet to the fire, keep you focused on objective analysis. This, so you will be better positioned for the end-game: when you must ponder the only yes / no question that counts, whether on not to sign on the dotted line.

Mesothelioma Legal Help

For individuals stricken with asbestos related mesothelioma, there may be substantial compensation available if they act quickly to engage an experienced mesothelioma lawyer who is proficient in asbestos legal issues and proving asbestos exposure. Most often mesothelioma lawsuits end up with a settlement without ever going to trial or even into a court. In our experience, this is the preferred scenario for most families with a mesothelioma case.

Since the only known cause of mesothelioma in the United States is asbestos, the key to a successful case is proving exposure to the product(s) responsible for the injury. That is why you need to hire an experienced asbestos related disease attorney.

This is not to say that the asbestos industry will simply give away any money. The large corporations that we routinely go up against will hire some of the best attorneys that money can buy to defend and delay against paying compensation to you. This is why retaining an experienced mesothelioma lawyer with a background in this type of case can help you and your family get the asbestos settlement or verdict you deserve.

Coady law firm attorneys have represented many hundreds of clients stricken from asbestos related mesothelioma with compassion, diligence and success. They began their works in mesothelioma case 25 years ago, and they are still hard at it today.

Why you are entitled to compensation:

For centuries there has been increasing evidence that asbestos caused respiratory diseases in humans. By the 1930s, the asbestos industry was selling millions of dollars worth of asbestos insulation. Asbestos, a mineral that was plentiful and inexpensive to use, was an effective insulating material. It was used in all sorts of insulations-pipecovering, cement, gaskets, blankets, building materials, automotive products and other various uses.

Around this time, the asbestos trade associations and industry giants began to fund scientific studies to prove that asbestos was safe, but their scientists came to the opposite conclusion. They found asbestos was a highly toxic carcinogen which caused respiratory illnesses, including cancer, in laboratory animals and, it was believed, in humans.

Faced with this evidence, the asbestos industry did not warn users of the health risks, or take steps to prevent harm. Instead, they covered up this evidence and continued with business as usual. Scientific reports were edited and modified, test results were altered or destroyed, and funding for this research was stopped. The asbestos industry then embarked on a campaign to keep the information from reaching the general public. Manufacturers of safer, non-asbestos insulations were bought out by the asbestos industry giants, stifling competition and safeguarding the cover-up.

Through the tireless efforts of some of those pioneering scientists, the United States government finally realized the hazards of asbestos, and began a slow campaign to curtail, and ultimately, prohibit, its use in the United States.

When to contact a Mesothelioma Attorney:

It is important that you contact us as soon as possible upon learning that you or a loved one has been diagnosed with an asbestos-related cancer for three reasons. First, all states have a statute of limitations in which you must file your case, which often starts running at the time of diagnosis. Your case needs to be filed before that time has expired otherwise compensation may be barred. Second, a case in which the plaintiff is alive is often set for trial more quickly because those cases get priority in most jurisdictions. Third, the person with the disease is usually the best person to establish their exposure history, which is often essential information for a successful settlement.

Legal Education

Do you think you have what it takes to pursue a legal education and practice the noble profession of law? Perhaps a closer look at this area of learning can provide you with some clues.

In a nutshell, a legal education is simply the education of individuals who intend to become attorneys and judges or some other legal professional. It is also pursued by those who intend to use a law degree towards some end, such as a career in politics or the academe, or another end which has no relation to law, such as business entrepreneurship..

A legal education covers both academic and vocational studies. A main requirement is for students to acquire an academic grounding in the legal system of their jurisdiction before they can obtain a law degree. For many, this is the hardest part of pursuing law as it entails endless hours of study and analysis, which is not a natural inclination of many students.

Before they can practice as lawyers, law students are required to demonstrate that they have learned professional skills such as advocacy and analysis. For instance, in many countries, law is an undergraduate degree and graduates of such a program can only become lawyers by passing the country's equivalent of a bar exam. There are post-graduate programs available to help students specialize in a particular area of law.

In contrast, law is a graduate degree in the United States which students can only undertake after completing an undergraduate degree is some other field, whether related to law or not. Most American lawyers hold bachelor's degrees in the humanities and social sciences. In many cases, law schools are an autonomous entity within a larger university.

Meanwhile, in Canada and other Commonwealth countries as well as in many other places around the world, a law school is referred to as a faculty of law, which is distinguished from a law school in the sense that a faculty is a subdivision of a university and is on the same rank with other faculties.. Also, in other countries, the final stages of a vocational legal education required to qualify to practice law are carried out outside the university system.

General Legal Tips for Business and Property Owners

GENERAL LEGAL TIPS FOR THE BENEFIT OF SMALL AND

MID-SIZED BUSINESSES AND PROPERTY OWNERS, BY NATE BERNSTEIN, ATTORNEY

" These gems are gained from 13 years of experience in representing business and property owners on the front lines of hard ball commercial litigation practice . . . . . "

- Nate Bernstein, Trial Counsel

1. Do not place the title of all personal and business assets in your name, or in the name of one entity.

Why? A judgment against you can attach to multiple assets, thereby causing substantial financial harm. Therefore, set up different legal entities to protect your assets prior to incurring a legal claim. The law allows you to limit your liability by forming separate entities. Some transfers or formation structures may require consent of your mortgage creditors.

2. Set up asset protection plans before you are sued.

Why? If you set up an asset protection plan after you are sued, it can be unwound as a fraudulent transfer scheme. You and your transferee can be sued for fraud. A fraudulent transfer is also a criminal act in some states.

3. Do not transfer assets to other entities or family members if and when you get sued.

Why? The transfer can be unwound as a fraudulent transfer.

4. Revocable trusts do not protect the trustor from claims by a trustor’s creditors.

Why? The collection laws treats a trust in virtually the same manner as the trustor / settler who incurred the debt- the trust asset could be attached. 5. Obtain insurance with high policy limits for your business, home, and car.

Why? In general, under insurance policies, the insurance company has a legal duty to defend and indemnify you for a covered loss. The insurance company must pay for your defense and settlement if you are sued up to the amount of insurance policy limits. Insurance is an important asset protection product.

6. Setting up a corporation or limited liability company to conduct your business is not a bullet proof asset protection strategy.

Why? You can still be sued personally if you are an "insider-" i.e. an officer, shareholder, director, or manager. In certain situations, creditors can sue an insider based on an "alter ego theory" if the entity is not properly capitalized and corporate formalities are not observed (i.e. you don’t hold regular corporate meetings or issue stock).

7. Set up a special lawsuit defense fund in case you get sued.

Why? If you get sued, you don’t want to put all of your financial dependency and reliance on an insurance company- the company may only defend the claim up to a certain level, and then you are on your own to pay the costs of defense. Also, certain policies have high deductibles- which must be paid by the insured. The insurance company could also deny coverage for the claim- leaving you with no coverage.

8. Don’t trust employees with access to your bank accounts.

Why ? There have been many legal cases of bookkeepers, secretaries, and clerks who have embezzled money, and have tried to cover up the crime. Banks are often so large and inefficient that banks cannot detect, catch, or prevent the fraud.

9. Don’t trust employees who are family members with your bank accounts.

Why? There have been many legal cases of family members who were so desperate for money, that they have embezzled money from their own mishpacha – frequently this happens when family members with the same last name write fraudulent checks "payable to cash" and bank tellers believe that the family members have authority to receive the cash, and the bank tellers cash and pay the instrument.

10. Place business agreements into a written form with simple terms, and have all parties who have proper legal authority sign all pages.

Why ? If business agreements are in written form, and the terms are in plain English and simple to read, it will be easier for the parties to understand the business relationship, and it will be easier for a court or jury to interpret the terms. If the terms are oral, or implied, then the parties have less control over the ultimate interpretation and legal outcome, conflicting oral testimony may confuse the judge or jury, and parties may lie in court to force an interpretation that works to their advantage.

11. Place business partnership agreements into a written form.

Why? Partnership agreements that start with a mere handshake usually end with a fistfight and a dissolution lawsuit in Superior Court. It is worth the money on the front end to have an attorney draft a well written agreement in plain English..

12. Obtain your credit reports from Experian, Equifax, Transunion, and Dunn and Bradstreet to discover and fix errors in your credit file, and find out your FICO score.

Why? Your ability to obtain credit at a favorable rate depends in part on your FICO score. The FICO score is a number that creditors use to evaluate your credit- worthiness. The number is generated by blending different factors- outstanding credit, payment history, number of accounts, and derogatory marks on your credit history. If there are mistakes or inaccuracies, you can send letters to the credit reporting agencies to "bullseye" (delete) the errors.

13. If employees drive a vehicle during work hours, purchase auto insurance naming "you" and your company as an insured.

Why? If the employee is driving during work hours, and the employee gets into an auto accident, the employer can be liable under the doctrine of "respondeat superior." According to Black’s Law Dictionary, respondeat superior is a Latin phrase that means "let the master answer." That means, let the employer pay! If your employees get into an auto accident, you or your company can get sued under theory of vicarious liability. Therefore, you want to be protected by insurance from a well rated insurer.

14. Be very careful in participating in international export transactions.

Why? Crooks and thieves like the global environment of international transactions because the parties are apart geographically, and they think the victims will not pursue them legally in a foreign country. Crooks and thieves can use letters of credit transactions and forged documents to orchestrate a fraudulent payment scheme. A bank issuing a letter of credit or bill of lading documents will not protect your interests. Also, it is easy for sellers to sell counterfeit goods, damaged goods, or not ship the proper quantity of goods.

15. Don’t loan money at unfair, usurious terms.

Why? There have been cases where a debtor has filed a countersuit against the lender based on the state usury laws. To avoid getting sued on this type of claim, keep the interest rate at 10 discounts on hourly rates.

Developing A Legal Game Plan To Protect Innovation

During my recent stay in Seoul Korea, I visited the largest underground entertainment and shopping center in Asia (the COEX Mall), where the Microsoft and Sony corporations have built spacious "game zones," providing public access to hundreds of game stations and video games for free. Each year the center hosts international competitions where teams of players collectively compete with others online, and before the eyes of large audiences, to win multi-thousand dollar prizes. # Here are a few interesting facts: total sales in the video game industry reached 7.3 billion last year; sales from the online multiplayer games sector by itself is expected to grow to $763 million by 2007; big business in the video game industry is coming from adults, where the average age of a game player is 30; and video games have outsold movie tickets in the United States 10 to 9. Not bad for a business that began as an incidental offspring of the computer software industry.

The video game industry, even though still dependent on advancements in the computer software and hardware sectors, has evolved beyond recognition in relation to its humble origins in games such as Pong and Pacman, developed 50 years ago on refrigerator size computers by timid software engineers. Modern video games have intricate storylines, bold colors and a plethora of characters and backdrops. As such, many video games today are written, designed and choreographed by writers, producers, directors and talent with experience in the arts and movie industry before a single line of code is written.

For the above reasons, the legal issues related to the protection and enforcement of rights in video game products have become more sophisticated and complex. Luckily, however, various legal means are available to help protect different aspects of a video game product, especially the functional and operational aspects, which may be protected by a patent. Alternatively, certain features may be maintained as trade secrets. Additionally, most characters, scenes, music, dialogues, story lines and source code may be protected under copyright laws as long as each contains original works of authorship.

Despite of the availability of the above legal means, there is a surprising and somewhat inexplicable lack of intellectual property protection in the video game industry. This imbalance within the video game industry is cultivating a new and relatively unexploited legal battlefield that is resulting in large judgments against infringers and licensing opportunities for those who have diligently pursued their legal right to obtain and register the respective patents and copyrights.

The 1997 case of Alpex Computer Corp. v. Nintendo Co. is among the first cases involving video game patent infringement. In that case, Nintendo was ordered to pay $253 million to Alpex for infringing its patent for a machine configured to play multiple games, in contrast to the older arcade systems that could only play a single game. More recently, in March 2005, the United States Federal court in the Northern District of California found Sony guilty of patent infringement and entered a judgment ordering Sony to pay $84 million to Immersion Corp., which had a patent covering the vibration feature incorporated in the Play Station’s game controller.
Accordingly, even simple operational features incorporated in a game may be worthy of patent protection. Such innovations, if properly protected, can potentially provide a distinct advantage to a game developer by way of excluding competitors from using the particular feature in their products.

In the realm of copyright protection, certain non-operational but graphical attributes or themes of a video game may be protected by preventing others from altering or modifying such attributes. For example, modding and morphing software are available that allows a player to change the look and feel of a game by adding new levels and characters or otherwise customizing the game based on the player’s preference.

The judicial consensus on whether such acts constitute copyright infringement remains unclear. For example, in Microstar, Inc v. FormGen, Inc., the Court of Appeals for the 9th Circuit held that Micorstar’s act of selling a collection of additional game levels developed for the video game Duke Nukem 3D constituted "derivative work" and infringed the copyrights of the game developer FormGen. Microstar had to enjoin further sales of the product and pay $250,000 in damages. Prior to the Microstar decision, the rights to derivative work had been recognized only in literary works such as novels and films.

More recently, in January 2005, Tecmo, Inc., maker of an X-Box game (Dead or Alive Xtreme Beach Volleyball), sued the operators and users of an online bulletin board service "www.ninja-hacker.net" for posting lines of code that made the characters appear nude. The suit was dismissed in May 2005, due to a settlement between the parties. But it left unanswered the question of whether a rightful owner of a video game can legally modify the game in the same manner that a purchaser of a book can underline the text in the book.

Due partially to the ambiguities in copyright law, some video game manufacturers have relied on provisions of the Digital Millennium Copyright Act (DMCA) to target companies that distribute modding technologies. In the past, Sony, Microsoft and other companies have successfully gone after distributors of modding chips for violating the provisions of the DMCA that make it unlawful to distribute circumventing technologies such as modding software.

It is noteworthy, however, that according to a recent decision of the United States Court of Appeals for the Federal Circuit, the DMCA cannot create new copyright rights, but can only be used to enforce existing rights. So it is no longer clear whether the DMCA will continue to empower video game manufacturers as it did prior to this decision.

Regardless of the above uncertainties, the noted progeny of cases confirm that courts recognize the value of intellectual property in video games and will reward the game developers that protect their rights by taking the legal steps to properly register and enforce those rights. In response to the pressing need for legal representation and specialization in the video game industry, certain intellectual property law firms such as the Century IP Group and Morrison & Foerster are further developing their resources to help their clients deal with the legal ramifications of changes in intellectual property law.
In today’s competitive video game market, protection of intellectual property is not a luxury, but a necessity for success. A properly registered innovation provides a competitive advantage and further protects the owner from attack by competitors. Therefore, it would be wise for game developers and video game distributors to consult competent legal counsel about how to protect their rights and ideas so that they will have opportunities to both offensively and defensively limit competitor options.