Forming a business partnership means carefully managing intellectual property (IP) rights to protect everyone’s interests. Getting advice from a business attorney in Austin early on will allow you to create clear terms and prevent disputes down the line.
Drafting Your Partnership Agreement to Address IP
Under the Texas Business Organizations Code, your partnership agreement governs both the relations among the partners and between the partners and the partnership itself. If you don’t use specific language in your partnership to address IP, then the default rules will apply, and those defaults may not match what you and your partners intend.
The code treats property that’s acquired in the partnership’s name or with any partnership funds as partnership property. Intellectual property developed during the partnership usually falls into that category unless your agreement says otherwise. Sit down with your partners and a lawyer and decide upfront what should belong to the partnership and what should remain the property of the individuals, and be sure to decide whether new inventions or creative work will be owned by the partnership, assigned to one partner, or shared in some other way.
Remember that partners are not employees, so the “work made for hire” concept that automatically gives employers ownership of employee-created IP would not apply here.
Contributing Pre-Existing IP to a Partnership
When you contribute existing intellectual property, document it carefully. List each piece of IP that’s being contributed in a schedule attached to the agreement. State clearly whether you are assigning full ownership to the partnership or granting a license for its use, and be sure to define the terms of that license, including how long it lasts, the scope, what to do if the license ends or the partnership dissolves, and what to do with any royalties.
IP Created During the Partnership
You might agree that anything one partner develops while working on partnership business belongs to the partnership, or you could let the creating partner keep ownership but require a license back to the partnership on favorable terms.
For patents, federal law lets joint owners exploit the invention independently without accounting to the others in a partnership, unless you specifically contract around that rule. The same holds for copyrights. Your partnership agreement can override these defaults with buyout provisions, exclusivity requirements, or profit-sharing formulas.
Protecting Trade Secrets
Texas has adopted the Uniform Trade Secrets Act, which defines a trade secret as information that derives independent economic value from not being generally known and that the owner has taken reasonable measures to keep secret.
Build protection into your agreement with confidentiality clauses and nondisclosure requirements that apply to all partners, employees, and contractors. Keep access to sensitive information on a need-to-know basis, and require partners to return or destroy materials containing trade secrets when they leave or when the partnership ends.
Talk With a Business Attorney in Austin
If you’re building a business, take steps now to protect your intellectual property, your rights, and your company. Call the Artie Pennington Law Offices in Kyle, TX at 512-596-0534 now for a free 15-minute consultation.
M&A agreements need to be approached carefully, and ideally with the advice of an Austin, TX corporate law attorney. With the help of a lawyer and a careful approach, you can mitigate risks, stay in regulatory compliance, and protect all parties to the mutual benefit of everyone.
How to Navigate Merger and Acquisition Agreements to Ensure Compliance
1. Engage an Experienced Corporate Law Attorney
Start by hiring an M&A attorney who is familiar with Texas law and the local courts and business situation. A good attorney will be an asset at every stage, from planning to closing, and can make sure you’re in compliance with all federal and state-specific requirements.
The state of Texas actually recommends that you work with attorneys since not all scenarios are covered by the Secretary of State’s standard forms. Your attorney will also handle all negotiations, do a risk assessment, let you know the tax implications, and look into any ESG (environmental, social, governance) considerations that may apply.
2. Decide the Transaction Structure
Is this a merger, where entities combine; an acquisition, where stock is purchased or assets are sold; an interest exchange; or a conversion? Under TBOC Sec. 10.001–10.010, mergers must be permissible under your governing documents and laws. Asset sales generally don’t require owner approval unless you’re talking about selling all or substantially all assets, or unless something different is specified in business documents. Be careful that, as you go through with this, no owner becomes personally liable without consent.
3. Conduct Thorough Due Diligence
Have your lawyer carefully review the target company’s financials, operations, legal compliance history, contracts, intellectual property, employment agreements, and regulatory issues. Key risks to look for include any ongoing litigation, issues with compliance, or environmental liabilities. Don’t forget to check that the tax history is solid, too.
4. Prepare the Plan of Merger or Acquisition Agreement
Your attorney will help you draft a written plan. The precise plan will depend on the type of transaction, but generally it should include the names of parties, the conversion/exchange terms, governing documents for the new or surviving entity, and liability allocation. Some of the key clauses in these agreements include:
- Representations and Warranties
- Covenants
- Conditions to Closing
- Indemnification
- Termination Rights
5. Get Approvals and Consents
The type of approval you’ll need depends on the type of company involved. For corporations, you’ll usually need board approval and then shareholder votes (if required). For LLCs, the approval procedure should be laid out in the governing documents. You’ll also need third-party consent in some cases, like from lenders, vendors, or regulations.
6. File with the Texas Secretary of State
Finally, your lawyer will help you submit a Certificate of Merger/Exchange/Conversion with the state. This needs to include the plan details, approvals certification, and franchise tax confirmation.
Talk to Us for Help in Austin, TX
To make sure your transaction goes smoothly, contact the Artie Pennington Law Offices in Kyle, TX for a free 15-minute consultation and help anywhere in the larger Austin area.
Why You Need a Healthcare Directive in Texas
A healthcare directive, also known as a living will or advance healthcare directive, is a crucial part of your estate planning. In Texas, this legal document helps ensure your medical wishes are respected if you’re unable to communicate due to illness or injury. By having a healthcare directive in place, you provide clear instructions for your healthcare providers and loved ones, reducing confusion and conflict in challenging times.
What is a Healthcare Directive?
A healthcare directive outlines your preferences for medical care when you’re unable to express them. This document often covers important decisions, such as life support, organ donation, and end-of-life care. It can also appoint a trusted agent to make medical decisions on your behalf if you’re incapacitated.
Why is a Healthcare Directive Important in Texas?
In Texas, healthcare directives give you control over your medical treatment. Without one, your family may be left to make difficult decisions without knowing your exact wishes. A healthcare directive ensures your decisions are respected and helps avoid potential family disagreements. Additionally, it can spare your family from the emotional burden of making decisions without guidance.
How to Create a Healthcare Directive in Texas
Creating a healthcare directive in Texas involves a few essential steps:
- Consult with an Estate Planning Attorney: An attorney ensures your healthcare directive is legally binding and accurately reflects your wishes.
- Designate an Agent: Choose someone you trust to make medical decisions on your behalf if needed.
- Detail Your Wishes: Specify your preferences regarding medical treatment, life support, organ donation, and other critical decisions.
- Sign the Document: Texas law requires that the directive be signed by you and witnessed by two people who aren’t related to you or your healthcare provider.
- Share the Directive: Give copies of your healthcare directive to your appointed agent, family members, and healthcare providers.
When Should You Update Your Healthcare Directive?
Life changes, such as a serious health condition, the birth of a child, or a change in your family dynamics, might require updates to your healthcare directive. Regularly review and amend it to ensure it reflects your current wishes.
How Artie Pennington Law Can Help You with Healthcare Directives
At Artie Pennington Law, we specialize in helping Texas residents create and update their healthcare directives. Our experienced attorneys work with you to ensure that your healthcare wishes are clear, legally binding, and respected. Whether you’re starting the process or need to update an existing directive, we’re here to guide you every step of the way.
Contact us today to schedule a consultation and protect your medical future.
When you’re looking to get your tech startup off the ground, working with a business lawyer in San Marcos, TX could make all the difference between a smooth climb to profitability and a rocky, frustrating journey with an unhappy ending.
From a Business Lawyer in San Marcos, TX: Legal Issues Tech Startups Should Be Aware Of
Choosing the Right Structure
This is really your foundational legal decision and will make a big difference to everything else. It’s common for a tech startup to form initially as a Limited Liability Company (LLC) because this allows you a lot of flexibility in taxation and gives your personal assets legal protection from business debts. However, for some companies, a C Corporation structure will be better: this is a good choice for those who want scalability and need to attract venture capital.
Read the rest of this entry »How to Navigate the Probate Process in Texas
Probate is never an easy process, but an estate planning attorney in San Marcos can help. If you’re setting up your estate and want to protect your loved ones, an attorney can help you keep as much of your estate out of probate as possible. And if you are in the midst of probate now, getting an attorney can help everything go more smoothly.
How to Navigate the Probate Process in Texas
Getting Started
Everything begins when someone passes away. If they left a will, it should name an executor, who is the person tasked with managing the estate. The executor will have to bring the will to the probate court and formally request to open proceedings. If there is no will, or if there’s an executor but the executor is unable or unwilling to do the job, then any interested person is allowed to petition the probate court to begin proceedings.
If there’s no will, the process will likely take more time, though that’s not guaranteed. If a will is poorly written, doesn’t cover all the estate, or if there’s a question about its validity, then things can become very complicated and time-consuming, even with a will.
Validating and Appointing
If there is a will, then the court must decide whether it’s valid. Any interested party in the estate can contest the validity of the will, though there must be an actual reason to contest it.
Once the will has been validated, the named executor will request the court to appoint them officially as the executor. The court will determine whether to do so, and if it believes that person is a suitable executor, it will issue them special documents that give them the power to manage the estate.
Notification and Inventory
Once the executor has been appointed, their first job is to notify every interested party about probate. This would include all the relatives who could normally be expected to be beneficiaries and all creditors. It might also involve some business partners, depending on the details of the estate.
While waiting for them to respond and for the notification period to pass, the executor will get started on compiling an inventory of all assets and having them appraised.
Read the rest of this entry »
Are you eligible to join a mass tort litigation? It can be confusing to understand how these work, whether you’re eligible, or whether it’s a good idea to join at all. Talk to a mass tort attorney in Austin, TX for more specific help, and keep reading to learn more about these claims and the general criteria for joining.
From a Mass Tort Attorney in Austin, TX: Mass Torts and Criteria for Joining
A “mass tort” is a claim with many plaintiffs coming together but filing individual lawsuits. In a class action lawsuit, all the plaintiffs are represented as one collective group, but in a mass tort situation, each plaintiff still has their own representation and their own case. In a class action suit, plaintiffs or groups of plaintiffs will receive the same compensation. In a mass tort, each plaintiff may receive something totally different based on the unique circumstances of their claim.
Read the rest of this entry »How Can Small Businesses in Texas Protect Themselves Against Breach of Contract Claims?
A breach of contract claim can devastate a small business in Texas, but there are ways to protect yourself. The most important thing is to contact a business lawyer in San Marcos, TX as quickly as possible.
How Can Small Businesses in Texas Protect Themselves Against Breach of Contract Claims?
Contacting a Business Lawyer in San Marcos, TX
Read the rest of this entry »
We all want to make our own healthcare decisions, and we have the right to do so. The problem is what to do when you can’t advocate for yourself. Unfortunately, old age, dementia, or conditions like a stroke or coma can make it impossible for you to communicate what you really want. An estate planning attorney in Austin, TX can make sure you have all the legal documents so your medical wishes are followed.
Read the rest of this entry »
Litigation can destroy any business, and a small business is even more vulnerable than most. If you own a small business and want to protect it, talk to a business lawyer in Kyle, TX right away to develop the best strategies to ensure that all the investment of hard work and money you’ve put into your business is safe.
What Legal Strategies Can Help Protect a Small Business from Litigation?
Read the rest of this entry »
When you create an estate plan in Texas, you must consider more than just how to divide your assets. Different estate planning strategies impact the taxes your estate and beneficiaries may owe. An estate planning lawyer in Austin, TX, can help this process move along effectively and efficiently.
Read the rest of this entry »Connect with us
Contact Us
- Telephone: 512-596-0534
- Fax: 512-233-2699
Kyle Law Office
154 Elmhurst Drive, Suite B
Kyle, TX 78640
Austin Law Office
1250 Capital of Texas Hwy South Building 3, Suite 400
Austin, TX 78746
*By Appointment Only