INTELLECTUAL PROPERTY ISSUES |
| Intellectual
property concerns for the new corporation will typically fall into three categories:
trademarks, trade names, and trade secrets. Trademarks
A trademark is a registered name giving the owner a priority
in the use of the trademark in its industry. A state trademark gives some protection of
the name in the state in which the registration is made. A federal trademark protects the
name throughout the United States for businesses using or expanding the use of the name
after the registration.
Trade Name
A trade name is different from a trademark. If the corporation
operates under a name different from its legal name, it is using a trade name and needs to
register that name. Check local law for the requirements of filing for use of a trade
name. In Massachusetts a filing is required with the city or town clerk where the
corporation operates.
Trade Secrets
One major issue facing a business is the protection of its
confidential and proprietary trade secrets. Several tools are available under the Uniform
Trade Secrets Act ("UTSA") to provide this protection.
- UTSA restrictions. The UTSA restricts the use of confidential information and provides
remedies for the release of such information. UTSA does not require a contract to enforce
its provisions and does not affect contractual remedies.
- Employment agreements. If the potential costs warrant the protection, an employee
agreement can also be adopted. Be wary of state laws which may provide significant
protection, and sometimes restrictions on, employers seeking to use noncompetition
provisions in employment agreements. The employment agreement should be reached before
employment begins.
- Shareholder agreements. A shareholder agreement may also be used to provide for
protection of trade secrets.
|
|
|
