Intellectual Property Lawyers for Rochester, Minnesota

Here’s how I’d approach structuring an Employee IP Agreement if your goal is to protect your company’s intellectual property without running into enforceability issues under U.S. law. Covering Core IP OwnershipCovering Core IP Ownership First, start with a “work made for hire” clause. It’s a good foundation, but it’s not enough on its own. Under U.S. copyright law (17 U.S.C. § 101), only certain types of work qualify as “made for hire,” and many employee-created assets may fall outside that definition. So you’ll want to pair it with a present-tense assignment clause. Be specific here. Use language like “the employee hereby assigns” rather than “will assign.” That slight shift matters. It ensures the company owns the rights immediately when the work is created. Also, define “intellectual property” broadly. Don’t just list patents or source code. Include software, algorithms, documentation, trade secrets, databases, and anything tied to your business. The scope should clearly include anything created during work hours, using company tools or systems, or connected to your current or future business operations. Disclosure and Documentation You’ll want to require employees to promptly disclose any inventions or creative works they produce. Put it in writing. This gives your company the chance to evaluate whether the work is covered under the agreement. It’s also a good idea to require them to maintain proper documentation. Accurate records can make a real difference in patent filings or if a dispute ever comes up. Pre-Existing IP and Legal Carve-Outs There should be a section where employees list anything they’ve developed or own before joining the company. If they don’t list anything, the agreement should include language confirming they’re representing that no such prior inventions exist. This prevents claims down the road that something developed during employment was actually theirs from before. Now, depending on your state, you may need to include statutory carve-outs. California, Illinois, and Washington all have laws that limit how far IP assignment clauses can go. For example, in California, you’re required to carve out inventions developed entirely on the employee’s own time, without company resources, and unrelated to your business (see California Labor Code § 2870). Without that carve-out, your entire assignment provision could be thrown out. Confidentiality Obligations Make sure there’s a strong confidentiality section. This should cover source code, technical documentation, designs, product plans, customer lists, financial data, and anything else proprietary. Make it clear that the obligation continues even after the employee leaves. You’ll also want to require that all company property and digital assets are returned at the end of employment, including devices, credentials, and files. Ongoing Cooperation and Enforcement Mechanisms Include a clause requiring employees to cooperate in IP protection efforts even after they leave. That could mean signing patent paperwork or providing testimony if needed. To make that enforceable, add a power of attorney clause. This gives the company the authority to act on the employee’s behalf if they’re unwilling or unreachable. It’s a simple way to prevent delays when you’re trying to secure or enforce rights. It’s also smart to include a waiver of moral rights where allowed. This is especially useful for creative works and software. It gives the company full freedom to modify or use the work without needing future approval. Legal Remedies and General Terms Be clear that the company can pursue equitable relief, like an injunction, if there’s a violation. Sometimes monetary damages aren’t enough to prevent harm. Include a severability clause so that if one part of the agreement is invalidated, the rest still stand. Don’t forget to specify the governing law and venue for any disputes. As for restrictive covenants, keep in mind that non-compete clauses are unenforceable in California and heavily restricted elsewhere. Non-solicitation clauses may still be allowed, but they need to be narrowly written. You should have your legal team confirm their enforceability based on your state. Finally, think about consideration. For new hires, the job offer itself usually counts. But for existing employees, you’ll likely need to offer something extra, like a bonus or promotion, to make the agreement stick.

When you’re preparing work for a client, the key issue isn’t whether you’ve run a formal copyright search, but whether you have the legal right to use the image. Copyright law automatically protects most images, so relying on the absence of a watermark or a registration record isn’t enough to keep you safe. Copyright Protection and Ownership Under U.S. law, copyright attaches the moment an original work is created and fixed in a tangible form (17 U.S.C. § 102). That means virtually every photo, illustration, or graphic you find online is already protected. Registration with the U.S. Copyright Office strengthens enforcement rights, but it isn’t required for protection. Likewise, the lack of a © symbol doesn’t mean an image is free to use. Because there’s no central database covering all copyrighted images, a formal copyright search isn’t practical or reliable in most cases. Even if you searched the Copyright Office’s records, you’d only be looking at registered works, which are a small fraction of what’s actually protected. Risks of Using Unlicensed Images If you incorporate an image without permission into a commercial project, you and your client could face serious consequences. Infringement can lead to cease-and-desist orders, statutory damages of $750 to $30,000 per work (and up to $150,000 for willful infringement) under 17 U.S.C. § 504(c), and potential liability for the copyright holder’s attorney’s fees. Courts generally view commercial use as disfavoring any “fair use” defense. Even if you didn’t intend to infringe, liability can still be imposed. Best Practices for Designers The best practice is to focus on obtaining images from sources where the licensing terms are clear and legally sound. For example: • Use reputable stock photo agencies such as Adobe Stock, Shutterstock, or Getty, where commercial licenses are explicit. • Choose Creative Commons images that allow commercial use (e.g., CC BY or CC0), but review license terms carefully. • Confirm public domain status when applicable, such as U.S. federal government works. • Contact creators directly for written permission if you want to use their work. • Keep copies of receipts, license agreements, or permission letters so you can show proof of rights if challenged. Reverse image search tools like Google Images or TinEye can be useful to trace the origin of an image and identify whether it’s sold or licensed by a third party. However, this is a step in due diligence, not a substitute for obtaining rights. Professional Responsibility As a freelance designer, your contracts may hold you responsible for ensuring that the materials you deliver don’t infringe anyone else’s rights. Delivering work that exposes your client to infringement claims can damage your reputation and your client relationship. The safest practice is to assume that any image you didn’t create yourself is protected until you confirm otherwise and secure the proper license.

You’re not the first to confuse a KISS Note with intellectual property protection, and you definitely won’t be the last. It’s a common mix-up in the startup world. But here’s the truth: A KISS Note has nothing to do with protecting your software. It’s a financing instrument created by 500 Startups, designed as an alternative to convertible notes and SAFEs for early-stage fundraising. It’s a way for investors to give you money now in exchange for equity later. It does not offer any legal protection for your code or ideas. So What Do You Actually Need to Protect Your IP? If you're building software in California, there are several key legal tools you’ll want to have in place. Start with the ones that offer immediate protection and work your way toward longer-term strategies. Always Start with NDAs If you're showing your software to anyone (whether it's a co-founder, a contractor, an investor, or a beta tester) you need a solid non-disclosure agreement in place before you share anything. It’s your first line of defense, especially if you want to preserve trade secret protection. Your NDA should spell out exactly what you consider confidential. This might include your source code, algorithms, user data, business plans, or any other proprietary information. The agreement should also state how long confidentiality lasts and what the other party can and cannot do with your information. One important note here: California law prohibits non-compete clauses under Business and Professions Code Section 16600. Do not include one in your NDA. It won't be enforceable. Instead, focus strictly on confidentiality and use limitations. Copyright is Automatic, but Registration Matters As soon as you write your code, it’s protected under federal copyright law. That protection applies to the actual expression (the specific code) not to your underlying ideas, functionality, or algorithms. Even though protection is automatic, registering with the U.S. Copyright Office gives you significant legal benefits. You can’t file a federal lawsuit without registration. And if your copyright is registered before infringement occurs, you may be eligible for statutory damages of up to $150,000 per work and recovery of attorney’s fees. The process usually costs between $65 and $85 and takes a few months. Trade Secrets Require Real Effort to Stay Protected If your software includes proprietary algorithms, confidential processes, or unique technical methods that provide a competitive edge, you may be eligible for trade secret protection under the California Uniform Trade Secrets Act. But here’s the catch. That protection only lasts as long as you actively protect the information. This includes limiting access to your source code, using secure development environments, marking documents as confidential, and having everyone involved sign NDAs. You need to treat your trade secrets like actual secrets if you want the law to do the same. Considering Patents? Proceed Carefully Software patents are complex, especially following the Supreme Court’s 2014 Alice decision. You can’t patent abstract ideas, mathematical formulas, or generic computer processes. Your software needs to solve a specific technical problem in a novel, non-obvious way or improve the functionality of a computer system itself. If you've developed something truly unique — like a new data compression algorithm, a better machine learning architecture, or a new way to optimize networking — a patent might be worth exploring. Just keep in mind that the process is expensive, often costing $10,000 to $15,000 with legal fees. It can also take several years. Many software companies choose to rely on trade secrets and copyrights instead. How to Put All of This Into Practice Begin with what you can implement right away. Create a strong NDA template and use it consistently. Register your copyright as soon as your codebase is developed enough to be meaningful. Protect your trade secrets by putting real technical and legal safeguards in place. Track your development process carefully. Version control, timestamps, and contributor logs can all serve as useful evidence in a legal dispute. If you’re working with employees or contractors in California, be especially cautious. The state has employee-friendly laws, so your contracts must clearly state that all work product belongs to your company and that all confidential information stays confidential. When Should You Talk to a Lawyer? Once you’re dealing with patents, investor negotiations, infringement threats, or user data privacy, it’s time to bring in professional legal help. These are complex areas, and the risks are too high to wing it.

Hello, I wanted to express my interest in helping you understand your trademark rights and the trademark transfer proposal you received. As brief background, I am a US-licensed trademark attorney and have helped clients in similar situations buy, sell, and otherwise transfer trademark rights through transfer agreements. I can also help you prepare and file a federal trademark registration to protect your unique brand name and logo throughout the US. I'd be glad to set up a brief call to learn more about your business and see how I can help. Thanks for your consideration. Best, Roman Vayner (c) 414.628.9099 (e) rvayner@vaynerlegal.com www.vaynerlegal.com VaynerLegal, LLC

Do you have a license to use the intellectual property? Consult with an attorney.