The Legal Checklist for a Successful Business Launch Matthew Donahue Eno Martin Donahue, LLP

Curbing the Entrepreneurial Spirit Converting the idea into a machine Setting a structure Developing relationships Assembling the team

Who Are You? Sole proprietorships Partnerships General partnership Limited partnership Limited Liability Company (LLC) Corporations S Corporation C Corporation Professional Corporation Non-Profit Corporation

Assembling the Right Team Board of Directors Incorporating requires a board of directors Directors don't work for free Officers Appointed by the board of directors At least three officers: (1) president, (2) treasurer or chief financial officer, and (3) secretary Strategic Advisors Consider key areas where having guidance, consultancy, or introductions could really help achieve business goals

Baseline Business Agreements

Formation & Compliance Agreements Certificate of Incorporation Bylaws Tax ID Number (EIN) State and local licenses Employee agreements: at-will employment, NDA, IP assignment, non-compete agreement, etc. Shareholder documents: equity incentive plan, stock option agreement, etc.

Raising Funds What is your business worth? Do you need a full business plan? What type of financing is right for me? Bootstrapping Friends and family Angel/VC Alternative sources Understanding a term sheet

Raising Funds Before you raise money: Form and structure your team Always consult a lawyer before raising money Protect your Intellectual Property (IP) File intent to use/formal trademark applications Perform patent search Utility vs. design patents

IP Licensing & Trademark Intellectual Property (IP) – copyrights, patents, trademarks and service marks For the IP holder: expanding the use of a product in a market, and at the same time, controlling its use – exclusivity – For the IP user: using others’ IP with a similar IP concept or to enhance your business venture Before spending time and effort on branding, conduct a trademark search For patentable ideas, consider filing a provisional patent before going public with your idea

Accounts and Taxation We all know about the IRS and tax obligations Some usual issues: Tax ID No., filing and annual fees, bank accounts and bookkeeping

Data Protection Protect your confidential data Confidentiality clauses in: Founders agreements Employee contracts Vendor contracts Customer contracts Suitable policies related to data access in the workplace Protect personal information you process Use of information: information and technology is complicated by compliance issues, specifically your obligation to keep peoples’ information secure

Vendor Contracts Who works for you? Employees? Independent contractors? Strategic partners that help you advance your business If you want to spend a lot of money on lawyers later, write your own business contract now

Vendor Contracts Who do you have agreements with? Contracts dictate just about 90% of your life in business What they say is important and not always negotiable Current topic, arbitration clauses, mandatory mediation provisions, choice of law, settlement agreements, liquidated damages provisions Baseline Business Agreements

When to Seek Legal Advice Hiring/firing employees Writing and negotiating contracts Corporate governance Business advice Stock option plans IP and patents

A Business Case Study XYZ Company, App Development Pivots in Product Development Advisory Board Development Product Strategies and Development Fundraising Strategies “Organizing the Octopus”

Thank You! 16 Matthew C. Donahue Eno Martin Donahue, LLP Remember to Complete the Speaker Survey: mvm15.bfbootcamp.net /‘click’ on speakers / select your speaker