دانلود کتاب Profit From Your Idea: How to Make Smart Licensing Deals

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Cover
Title Page
Table of Contents
Your Legal Companion
1: Gearing Up to License Your Invention
Licenses
Assignments
The Licensing Process
Avoiding Conflicts Among Multiple Agreements
Challenges to Your Ownership
Transferring Ownership of Your Invention to Your Business
Disclosing Information About Your Invention
Keeping Your Records
No False Hopes! Reviewing Your Invention’s Commercial Potential
2: Intellectual Property Protection
General Rules for Legal Protection of Inventions
Utility Patents
Trade Secrets
Trademarks
Design Patents
Copyright Law
Sorting Out Nonfunctional Features: Design Patents, Product Configurations, and Copyright
3: Ownership Issues for Inventor Employees
What Type of Intellectual Property Is Involved?
Employer/Employee: Patent and Trade Secret Ownership
Inventions Covered by Copyright
Special Employment Situations
Working Out Ownership Issues With Your Employer
4: Invention Financing and Joint Ownership
How Much Money Do You Need to License Your Idea?
Sources of Funding
Joint Ownership
How Income, Loans, or Investments Can Create Joint Ownership
The Joint Ownership Agreement
5: Licensing Agents and Representatives
Agents
Completing the Agent Agreement
Attorneys as Agents
Invention Marketing Scams
6: Soliciting Potential Licensees
Before You Begin Your Search
How to Find Potential Licensees
How to Overcome a Licensee’s Bias Against Submissions
What’s the Best Way to Solicit a Potential Licensee?
Product Presentations
Should You Solicit Foreign Licensees?
7: Protecting Confidential Information
Confidential Information and Nondisclosure Agreements
Proceeding Without an Agreement
Waiver Agreements
When You Have Sufficient Bargaining Power
Disclosing to Employees and Contractors
Disclosing to an Attorney
8: The Key Elements of Your Agreement
From Handshake to License
Identifying the Parties
Describing Your Invention and the Licensed Products
Specifying Which Rights Are Granted
Defining the Territory
Setting the Length (Term) of the Agreement
9: Money: It Matters
Some Basic Royalty Definitions
Ways to Get Paid
The Mysteries of Net Sales and Deductions
How Much Do You Get?
Royalty Provisions
10: Negotiating Your Agreement
What, Me Negotiate?
Documenting the Important Contract Elements
Letter of Intent
Option Agreements
What If the Licensee Wants to Proceed Without a Written License Agreement?
11: Sample Agreement
License Agreement
Optional License Agreement Provisions
Modifying the Sample Agreement for Your Needs
12: Warranties, Indemnification, and Proprietary Rights Provisions
Promises, Promises … Warranties, Representations, and Covenants
Indemnity: The “Hold Harmless” Provision
Licensee Warranties and Indemnity
Proprietary Rights
Commercialization and Exploitation
Samples and Quality Control
Insurance
13: Termination and Posttermination
Termination and Posttermination
Termination Based Upon a Fixed Term
Termination at Will
Termination Based on Contract Problems
Termination and Bankruptcy
Posttermination: What Happens Afterwards?
Survival of the Fittest
14: Boilerplate and Standard Provisions
Paying the Lawyer’s Bills
Dispute Resolution
Governing Law
Jurisdiction
Waiver
Severability
Entire Understanding
Attachments and Exhibits
Notices
No Joint Venture
Assignments
Force Majeure
Headings
Establishing Escrow Accounts
15: Service Provisions
Service Provisions Versus Separate Service Agreements
Training the Licensee’s Personnel
Installation of Equipment
Technical Support for the Licensee or for End Users
Improving, Modifying, and Delivering the Invention
16: Handling the Licensee’s Agreement
Dealing With Suggested Changes
Evaluating an Agreement Presented to You
Evaluating the Provisions and Suggesting Changes
The Cover Letter
17: After You Sign the Agreement
Create Your Contract Calendar
Dealing With Royalty Statements
Resolving Licensing Disputes
Avoiding Patent Misuse and Illegal Agreements
The Taxman Cometh
Quality Control
18: Help Beyond This Book
Licensing and Intellectual Property Resources
Working With an Attorney
Appendix: How to Use the Downloadable Forms on the Nolo Website
Editing RTFs
List of Forms and Interviews
Index
Book Registration
Additional Intellectual Property Resources at Nolo.com