Breakdown and Basics of a Non-Disclosure Agreement

By: Kaiser Wahab

Non-Disclosure Agreements (“NDA”) lend security to the dissemination and use of sensitive information between parties, critical during the development of a product or when sharing and disseminating research, data, algorithms, plans, etc. Since every trade secret and scenario is unique, an NDA should be tailored to match the particular confidential information it is trying to protect. Moreover, a poorly drafted NDA could lead to litigation or, worse still, disclosure of valuable information. In order to avoid the consequences which may arise from poor drafting it is important that the parties understand the clauses common to most …read more

Compliance for Developers of Medical Applications and Software under HIPAA and Other Regulations

By: Kaiser Wahab and Susanna Guffey

Information and data supplied by patients via smartphones and the Internet are poised to drastically lower costs associated with medical care and make it easier for doctors to treat patients, even remotely. However, developers should keep in mind the particular regulatory and compliance issues that arise when dealing with personal medical information.

This memo provides a brief overview of the legal framework and best practices that developers should heed. First, the memo discusses the handling of health information under the Health Insurance Portability and Accountability Act, commonly referred to as “HIPAA”. Second, the memo …read more

CLIENT ALERT: Ban on General Solicitation and Advertising for Private Offerings Lifted

By Lauren Mack

Beginning on September 23, 2013, a provision of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) that lifts the 80-year-old ban on general solicitation and advertising for private offerings came into effect, allowing startups and other private companies to announce to the world that they are making a private offering under Rule 506(c) or 144A.

Pre-JOBS Act Regulation D Offerings

Regulation D contains Rules 504, 505, and 506, which provide exemptions from the requirement that securities be registered with the Securities and Exchange Commission (“SEC”). The most popular exemption under Regulation D is Rule 506(b), …read more

Intellectual Property Considerations for Crowdfunding

By Susanna Guffey, Lauren Mack, and Kaiser Wahab

Crowdfunding portals like Kickstarter and Indiegogo are now prime funding options for every manner of venture, from artists, to entrepreneurs, to mature companies. However, for ventures where intellectual property is mission critical, jumping into crowdfunding without careful planning may cause significant harm. Even worse, lack of planning can result in losing intellectual property rights to the public domain.

Let’s take a hypothetical start-up that has a prototype diabetes smartphone app and device – we’ll call it MedCo. In order to fund production of a proof of concept unit, MedApex needs money. Leveraging …read more

Famous marks qualify for protection under the federal anti-dilution statute, see 15 U.S.C. § 1125(c). In most cases, trademark dilution involves an unauthorized use of another’s trademark on products that do not compete with, and have little connection with, those of the trademark owner. So for example, a famous trademark used by one company to refer to apparel might be diluted if another company began using a similar mark to refer to pet food. If the mark is not famous, then an owner must demonstrate that the allegedly infringing use creates a likelihood of confusion as to …read more

Given that privacy law is now at the forefront of any business operation, having a high level view of the various privacy based lines of attack a party can direct at your venture is critical. So our firm prepared this simple outline of privacy lawsuit causes of action. Being familiar with them can prove useful for risk management and prevention.

Download PDF here.

  1. COMMON LAW CAUSES OF ACTIONS
    1. Invasion of Plaintiff’s name or likeness in advertising
      1. Also referred to as: Misappropriation, Right to Publicity
      2. Common Law
        1. Elements
          1. Use of name or likeness
            1. Must be the plaintiff and plaintiff must be able to show …read more

With the popularity of crowdfunding sites like Kickstarter and the federal government’s blessing of equity crowdfunding (“EC”), the recent trend to fund projects by seeking a little money from many may surpass private equity offerings as the new normal. Hence traditional Regulation D offerings (“Reg D”) that typically seek larger amounts from fewer investors may become the “alternative” funding path for a variety of businesses, from midmarket companies to entrepreneurs. However, even when implemented, one shouldn’t see EC as the sole nor best route for all funding needs, since Reg D has options and advantages that shouldn’t be overlooked.

To help …read more

Security Interests in Copyrights

By Tommas Balducci and Kaiser Wahab

In commercial lending transactions, lenders often seek to secure and collateralize assets of the borrower. In particular, where those assets consist of copyrights, there are pitfalls that do not plague typical secured transactions.

For example, a lender extending debt to a software developer might be confronted with software copyright as the only pledgeable asset. The lender asks for a security interest in the copyright, which sounds painless enough. However armed only with best practices to perfect security interests in chattel, the lender is faced with niggling questions: 1) is the lender sufficiently protected?; 2) …read more