Posts by Chambliss Startup Group

Intellectual Property Law Series: Do Trademarks Matter? Yes.

Posted by on Nov 9, 2017 in Uncategorized

Companies have many assets to protect, such as cash, equipment, inventory, furniture, etc. But, one asset that is often overlooked is intellectual property (IP), such as trademarks, patents, copyrights, and trade secrets. In today’s global economy, it is critical for business owners, executives, inventors, authors, and marketing professionals to identify their IP, take the steps necessary to protect it, and enforce their rights when appropriate. Our team presents this first article of a series that will provide you important reminders and tips for protecting your IP. This first one specifically covers IP assets protected under trademark principles, including the following: Trademarks – identify goods or products Service marks – identify service provided for the benefit of another Trade dress – identifies packaging and product configurations Trade names – identify names under which businesses operate A trademark identifies which person or company is the original source of a product or service and distinguishes it from those made or provided by competitors. Trademarks can take the form of names (Gillette®), brands (Johnson & Johnson’s “Band Aid®”), designs and symbols (Starbuck’s twin-tailed mermaid logo), and slogans (Walmart’s “Save Money. Live Better.”). A service mark identifies a service provided for the benefit of another, such as Unum insurance. Trademarks consisting of color, sound, packaging, and scents are commonly referred to as trade dress like the shape of a Coca-Cola glass bottle and the colors of 7-Eleven’s logo. A trade name is the name under which businesses operate and is usually different from their legal name. When managing your IP, the first step is to always identify your assets. The second step is to protect them. And, not protecting your IP could result in the loss of money (lawsuits, license fees, and settlements), time (fighting to protect your rights), credibility, and even your brand or company identity. The following articles in this series will address mistakes to avoid when managing your trademarks and copyrights. If you have questions about identifying, protecting, or enforcing your IP, please contact us. Interested in learning more about Paul and the Chambliss IP practice? Click to watch Paul’s video in our “UNLEASHED” video...

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Top 10 Takeaways from “Little Town, Layered Ecosystem: A Case Study of Chattanooga”

Posted by on Apr 14, 2016 in Update!

Our Chambliss Startup Group thrives on supporting entrepreneurs and not just with legal counsel. Our team believes in the entrepreneurial movement happening in Chattanooga, and we’re making a point to be a part of it, whether it’s by offering networking opportunities, developing a sense of community, or being a resource. But we’re not the only ones. There are a handful of solid supporters that have played a key role in this movement, and people are noticing. For example, this billion-dollar private, nonpartisan foundation recently put us on their map. The Ewing Marion Kauffman Foundation recently released the report “Little Town, Layered Ecosystem: A Case Study of Chattanooga,” which details the entrepreneurial support system in our hometown. The Kauffman Foundation is based in Kansas City, Missouri. The report is just one part of the Kauffman Foundation Research Series on City, Metro, and Regional Entrepreneurship. Other cities featured include Kansas City, St. Louis, and Indianapolis. If you haven’t read the report, it’s definitely worth taking a look. For those of you crunched for time, here are our top 10 takeaways: TOP 10 TAKEAWAYS FROM “LITTLE TOWN, LAYERED ECOSYSTEM: A CASE STUDY OF CHATTANOOGA”   1. The Chattanooga entrepreneurial ecosystem has 3 layers: philanthropic foundations direct entrepreneurship support organizations organizations in the public sector, including Mayor Berke’s office 2. Gig – the big spark. The Gig – Chattanooga’s (first in the nation) one-gigabit fiber internet service provided by EPB – got things moving and shaking among city leaders, entrepreneurs, and support organizations.   “Now everybody says, ‘We have to stay first, we have to do something’…”   3. Two local foundations are major players in not just the entrepreneurial ecosystem, but also in Chattanooga’s general development: Lyndhurst Foundation and Benwood Foundation.   4. The 5 main entrepreneurial support organizations are: The CO.LAB Us! Chambliss Startup Group Lamp Post Group LAUNCH Launch Tennessee 5. Let’s not forget EPB.   “Since the launch of the Gig, EPB estimates that ninety-one companies have been founded in Chattanooga, with approximately $50 million in venture capital provided from six firms.”   6. Where’s the best place in the ecosystem? The Innovation District. Shout out to the Enterprise Center located in the Edney Building at the heart of the district.  7. Mayor Berke played a huge role in bringing the right people together.    He not only exercises “his support through his official powers,” but he is also one of the biggest “cheerleaders” for the entrepreneurial community.   8. It doesn’t hurt that Chattanooga is an “attractive and affordable place to live.” Entrepreneurs migrating to our town enjoy it! 9. Chattanooga is just one example of how local assets can be utilized for the “betterment of a city ecosystem.”   “There are untapped and perhaps unexpected sources of entrepreneurship in every place.”   10. If you’re still not getting the ecosystem concept, a picture’s worth a thousand words.   This is just a tiny snapshot of the report, and we encourage you to take a look. It’s inspiring to see all the different organizations, firms, entities, individuals, and believers involved in making our hometown entrepreneurial ecosystem work for the betterment of the...

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Chambliss Startup Group Sponsors “Will This Float” Pitch Event

Posted by on Dec 9, 2015 in Crowdfunding and Fund Raising

The Company Lab (CO.LAB), based in Chattanoooga, TN, will host “Will This Float?” at the Revelry Room on Thursday, December 10, 2015 from 6:00pm to 10:00 pm. “Will This Float?” is an annual business competition where startups and entrepreneurs have the chance to pitch their ideas to judges and the Chattanooga community for the chance to win cash prizes. The overall winner will take $1,000 home and a $500 voucher from Forum Sherpas. Two other finalists will receive $250 each. Our Chambliss Startup Group is pleased to offer 10 hours of free business services to the three winners. For more information about the event, please check out the Times Free Press and Nooga.com articles or visit the “Will This Float?” event page. Also, you can read about the overall winner Undaground here. *Purchase event tickets...

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FINALLY… SEC Finalizes Crowdfunding Rules

Posted by on Nov 23, 2015 in Crowdfunding and Fund Raising

FINALLY… SEC Finalizes Crowdfunding Rules On October 30, 2015, the U.S. Securities Exchange Commission (“SEC”) adopted final rules which will allow companies to offer and sell equity and securities through a crowdfunding exemption in the Jumpstart Our Businesses Act (“JOBS Act”). These rules will likely become effective in May 2016. The crowdfunding exemption allows eligible companies to raise capital online by selling equity and other securities. Until these rules go into effect, investors need to have an annual income exceeding $200,000 or a net worth of least $1 million to invest in the equity or securities of companies. The Following Rules Apply to an Offering Company o May raise up to $1 million through the crowdfunding exemption in any 12-month period. o Companies engaging in crowdfunding offerings will be required to file certain information and disclosures with the SEC and provide such information and disclosures to investors. o Required information and disclosures include:         information about officers, directors and certain owners of the company;          a description of the company’s business and the intended use of proceeds to be realized from the offering;         information about the company’s financial condition;          the price of the offering, the target offering amount, and the deadline to reach the target offering amount;          o information about certain related-party transactions;          o audited or reviewed financial statements of the company; and          o the company’s recent tax returns. The Following Rules Apply to Crowdfunding Investors o If annual income and net worth is less than $100,000: may invest the greater of (i) $2,000, or (ii) 5% of the investor’s annual income or net worth in a single offering. o If annual income or net worth is equal to or greater than $100,000: may invest the greater of 10% of the investor’s annual income or net worth in a single offering. o The maximum amount of investment for any investor in any 12-month period is $100,000. Disqualified Companies o Certain companies are not eligible to participate under the crowdfunding exemption, including foreign companies, public companies that already report to the SEC, and companies with no specific business plan. Companies Must Use Registered Portals o Crowdfunding must take place exclusively online through an SEC-registered intermediary, either a broker-dealer or a funding portal. Transfer Restrictions Apply to Securities Purchased Via Crowdfunding o As a general matter, any security purchased through crowdfunding may not be resold for one year. o There are exceptions to this rule, however, including transfers (i) to family members, (ii) to accredited investors or (iii) at a SEC-registered public...

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Seven Tips for Crafting an Effective Arbitration Clause (Part 3 of 3)

Posted by on May 28, 2015 in Arbitration, Draft Your Contract

So you’ve decided that arbitration is preferable to traditional court litigation. It’s time to spell that out in your contract. That means crafting an effective clause that will maximize the advantages of arbitration (see Article 1) while minimizing the risks and disadvantages (see Article 2). Whether you are negotiating a complex deal with another sophisticated party, or creating terms and conditions applicable to all your customers, here are seven tips to craft an effective arbitration clause. Make it Mandatory: Make it clear that arbitration is not optional. Avoid language like “the parties may submit their dispute to arbitration.” Define the Scope: If you are like most parties, you want the arbitration clause to have the broadest scope possible. Use simple, uncluttered language like “any dispute related to this Agreement.” But if you think a certain matter should be excluded, be careful. A carve out can increase the likelihood that you may later find yourself fighting separate battles involving overlapping issues, which can then lead to inconsistent results. As a corollary, also consider whether you want a judge or the arbitrator to decide if a certain dispute is covered by the arbitration clause. Choose Your Organization And Rules: Effective arbitration clauses usually specify both the organization administering the arbitration and the procedural rules applicable to it. For example, JAMS and AAA are perhaps the two best known and widely used organizations. Both of those organizations offer a variety of procedural rules the parties can elect based upon their circumstances. For example, if you are likely to encounter small-dollar disputes with individual customers, you would be wise to explicitly reference one of the sets of streamlined rules intended for those situations. Otherwise, you might consider electing one of the many sets of rules applicable to certain industries, such as construction, telecommunications, or real estate. Location: If you anticipate that your dispute will require a live hearing before the arbitrator, clearly state where you want that hearing to be held. Arbitrator Selection and Fees: If not already determined by the rules you elect, make sure the arbitration clause addresses the following questions: (a) will there be one arbitrator or a panel of three? (b) how is the arbitrator selected? and (c) who is responsible for paying the arbitrator’s fees? Consider Express Time Limits: Specifying clear time limits for the arbitration can avoid unnecessary delays. For example, if you want to require a mandatory period of negotiation before either side can initiate arbitration, then limit that period to a certain number of days. You might also consider specifying certain time limits applicable to the arbitration itself so that the proceeding stays on course toward a speedy resolution. Class Arbitration Waiver: If your arbitration clause is part of a standard set of terms and conditions equally applicable to numerous transactions and parties, then you should heavily consider including a class arbitration waiver. Essentially, this language states that the other party (typically an individual consumer) waives any right to pursue arbitration involving any class action claim. Similarly, this language should also state that the arbitrator has no authority to conduct any type of class or other collective proceeding. Why is a class waiver important? Because for all its benefits, arbitration is often not the best forum to handle the complex mechanisms and issues of a class action. In addition, class actions typically expose the defendant to enormous financial and reputational risk. When the stakes are that high, courts tend to be the best forums to resolve a dispute. Unlike arbitration, courts usually offer enhanced procedural safeguards, as well as a far more robust appeals process...

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