Legal Question in Business Law in Florida

Hello,

I am an artist looking to start a clothing company with my friend. As an artist my artwork is very important to me and i want to treat it as so, because of this we have agreed that i would own the trademark and copyrights to the artwork, name and the logos.

Can I own these things separate from half of the company which will be split between us?

What would be the best way to ensure (before the partnership is established) that if a separation would occur in the future i will be able to keep full ownership of all the intellectual property i have created (logos, artwork, the names etc.)?

My friend says he has some people who are looking to invest in our company, however i want no other parties involved. Can these "investors" just invest on his half of the company? If so how would that affect my earnings?


Asked on 12/29/10, 4:38 pm

3 Answers from Attorneys

You can own the trademarks and copyrights of the art work, and license it to the company.

The company can be a LLC and each interest can be spelled out in the Operating Agreement to provide the flexibility you are looking for.

A lawyer is needed to help you with this.

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Answered on 1/03/11, 4:47 pm
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I can say the other attorney is right on point. You want to own the IP (Intellectual Property) and then license it to the LLC. You need to be careful here so the license does not amount to a "franchise" or "business opportunity" requiring disclosure and registration. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 1/04/11, 7:09 am
Cary Levinson Levinson & Capuano, LLC

To address your questions:

Can I own these things separate from half of the company which will be split between us?

Of course. As suggested above you can license the artwork either in your operating agreement or in a separate document - some things you will need to consider are payment terms, acceptable uses, and duration.

What would be the best way to ensure (before the partnership is established) that if a separation would occur in the future i will be able to keep full ownership of all the intellectual property i have created (logos, artwork, the names etc.)?

This can be done though the operating agreement or through whatever separate licensing document you decide to use. With proper documentation you can almost always keep what you bring to the table.

My friend says he has some people who are looking to invest in our company, however i want no other parties involved. Can these "investors" just invest on his half of the company? If so how would that affect my earnings?

Share of profits and ownership share are all things that can be negotiated between you and your friend. If he wants to sell a portion of his share that is up to him (assuming he is willing to agree that you are entitled to 50% of the company). Additionally, taking on investors down the road is also possible - at that time you can grant them whatever interest you and your friend see fit based on their investment.

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Answered on 1/04/11, 10:54 am


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