B2B Contracts: Who Owns The Intellectual Property?

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B2B Contracts Who Owns Intellectual PropertyB2B contracts often involve the creation or use of intellectual property (IP). Who owns the copyrights, trademarks, patents, etc. in your business deals?

The answer to this question may surprise you. Because many agreements don’t address IP ownership.

When Your Business Creates Intellectual Property

The terms of your B2B agreements will depend upon who owns the IP you create. Will the other party own the IP? Or will your business keep ownership but license IP use to that party?

When Your Business Receives Intellectual Property

If the other party is delivering IP to your business, what exactly are you getting? If the party created the IP, will you own it or are you only a licensee?

What does your business agreement say about ownership? And if it says nothing, what are you buying?

And what if the party delivering the IP doesn’t own it? Will your company receive a transferable license? Does the party have the right to sublicense the IP to you? What if there’s open source IP?

What IP Can Be Transferred?

Are you delivering or receiving intellectual property in your B2B contracts? It’s important to note that one can’t transfer more rights than one owns.

If the party delivering the IP under the contract, the recipient can’t insist upon ownership. Because the deliverer doesn’t own it in the first place.

Price And IP Rights

If you don’t know what IP rights are being delivered under your 2Bb agreements, it’s likely the contract pricing is inaccurate. Because the recipient likely overpays or underpays depending upon the rights delivered.

This can lead to misunderstandings and lawsuits when one of the parties feels cheated from the deal.

Where To Get Help With Your B2B Contracts

If you need a new business agreement or help with an existing one (no lawsuits), it’s time to talk with Business Contracts Lawyer Mike Young. Schedule a phone consultation today.

B2B Agreements: Don’t Get Yours Mistaken For Consumer Contracts

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B2B Agreements: Don’t Get Them Mistaken For Consumer ContractsDo you ink deals with B2B agreements?

The B2C Danger For B2B Deals

The last thing you want is for it to look like you’re using business-to-consumer (B2C) contracts. Because there are many laws and regulations that provide consumer protection.

This extra level of protection for consumers doesn’t apply to business-to-business deals. Courts assume there’s greater business savvy if the deal is between two companies.

On the flip side, consumer protection laws tilt the field in favor of the individual. And it’s easy for a business to lose if a consumer disputes contract terms.

Adding insult to injury, what if your agreement is B2C and violates consumer protection laws?

You may be liable for statutory damages, the consumer’s attorney fees, and court costs. And that’s not counting expenses from any related government investigation. Imagine the costs incurred when a state’s Attorney General or the FTC comes after you.

So you’ll want your B2B contracts to appear as such.

This is particularly true when the other party is an individual. Ideally, that individual will have a business entity (e.g. a single member LLC) as the contracting party. Or he does business as a sole proprietorship using a company name (e.g. “Jim’s Printing Co.”).

Where To Get Help With B2B Agreements

Do you need B2B agreements? Or have a contract that you want reviewed or revised? Schedule a phone consultation today with Business Lawyer Mike Young.

3 Texas Gym Membership Agreements Every Owner Needs

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Texas Gym Membership Agreements Every Owner NeedsDo you own a Texas fitness center or a martial arts studio? There are three Texas gym membership agreements you’ll want to have to protect yourself.

1. Standard Membership Contract. This contract is standard only in the sense that you’ll have it signed by members when they join. Yet it’s customized on the front end by an experienced business lawyer to protect you.

Related Article – 7 Things You Must Include In A Texas Gym Membership Contract

What you need will vary based on various factors, including:

  • activities at your facility
  • types of memberships
  • payment methods
  • whether minors can be members or guests

In most cases, this agreement must follow the Texas Health Spa Act so that it’s enforceable.

Related Article: Texas Health Spa Act Security Requirements For Gyms And Martial Arts Studios

2. Waiver, Release of Liability & Assumption of Risk Agreement. This agreement must contain provisions to protect you from liability when a member injures himself. And for other losses too (e.g. theft of personal items).

And you’ll want a variation of this agreement for non-members. This protects you when they use your facility on a trial basis or as guests of a member.

3. Media Release. Members and non-member guests should sign a media release. This release lets you use video, photos, etc. taken of them at your facility for marketing, etc.

Related Article – Does A Texas Martial Arts Contract Have To Comply With The Health Spa Act?

Where To Get Help With Texas Gym Membership Agreements

Do you need any of these three Texas gym agreements? Or do you want your agreements reviewed for compliance with state law?

It’s time for you to talk with Business Contracts Lawyer Mike Young. Schedule your phone consultation today.

Terminate A Contract: What’s The Best Way?

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Terminate A Contract: What’s The Best WayIf you want to terminate a contract, how do you go about doing it?

Here are three steps you’ll want to take…

1. Identify why you want to end the agreement. Did the other party breach the contract? Or do you want to not renew it (or end it early) for other reasons?

2. Follow the instructions. An agreement should have provisions that specify how to end the contractual relationship. These provisions often vary based on the reason for termination.

For example, before you end for breach of contract, the agreement may require you to give the other party notice. And the party may have an opportunity to cure the breach.

And if there’s an auto-renewal provision? The contract should tell you when and how to give notice you want to end the agreement rather than renew for a new term.

3. Document notification. Keep proof that you provided notice of termination.

What if you’re required to mail the notice? Use a postal option that provides proof of delivery to the other party (e.g. a signature by the recipient).

Or if the contract provides for notice by email? Be sure to keep copies of the other party’s acknowledgement they received the notice.

Do you need business contracts reviewed or a new agreement prepared? It’s time to talk with Business Lawyer Mike Young.

Texas Health Spa Act Security Requirements For Gyms And Martial Arts Studios

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Texas Health Spa Act Security Requirements For Gyms And Martial Arts StudiosMany Texas gyms and martial arts studios post security with the Secretary of State’s Office because of the Texas Health Spa Act.

A popular form of security because of cost is a surety bond. The amount of the bond will range between $20,000 and $50,000. The number depends upon the membership prepayments collected.

Related Article – Does A Texas Martial Arts Contract Have To Comply With The Health Spa Act?

Or the owner can provide a certificate of deposit (CD) instead.

Of course, there are exceptions under the Act to the security rule.

Related Article – 7 Things You Must Include In A Texas Gym Membership Contract

Do you need help* complying with the Health Spa Act’s requirements?

Let’s talk. Schedule a phone consultation with Business Contracts Lawyer Mike Young today.


* We do not represent individual members in disputes because we focus on protecting owners of Texas martial arts studios and gyms.