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Attorney Michelle DelMar

Focusing on Business, the Whole Business and

Nothing but the Business.

Trademark Attorney, Contract Attorney, Corporation Attorney

Michelle DelMar, Esq., Trademark Attorney, Contract Attorney, Corporation Attorney

 
 
Michelle DelMar, Esq.
 
Small Business Lawyer, Trademark Attorney and Executive Contract Lawyer.
 
Martindale-Hubbell®
Client Review Rating: “Preeminent” (5 out of 5)
 Peer Review Rating:  4.7 out of 5
 
Michelle DelMar, Legal Strategist for Top Growing Businesses, provides information,  guidance and services for small businesses:
 

Taking small businesses From Startup:

to Operation:

and Exit, Sale or Transfer:
 
 

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Business Checklists

Understanding Agreements

Want to Discuss your Business Issues? Click here to speak to Michelle Grenier and/or schedule a consultation.

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Michelle DelMar, Esq.

Business Lawyer, Trademark Lawyer and Executive Contract Lawyer

Michelle DelMar, Esq.

Michelle DelMar, Esq.
Helping new businesses startup, existing businesses grow and executives achieve their goals. Business clients enjoy the service, attention and accessibility of in-house counsel, without the added costs of hiring an employee.
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Recent Posts

Website Development and Design Agreement Checklist

Posted by Michelle DelMar, Esq. Jul 28, 2019 7:45:34 PM

Website Development & Design Agreement Checklist

 

Your Website is an important asset, at it is your virtual storefront. It's important to have an Agreement that covers your interests with regard to Website Development, Website Design and Website Maintenance, to reduce the risk of under construction delays, copyright infringement claims, as well as getting what you pay for. Michelle DelMar, Esq., has 20 years experience dealing with these issues and can provide valuable information and advice.

Before entering into a Website Design Agreement, Website Development Agreement, Website Hosting Agreement or Website Maintenance Agreement, consider the following issues:

  1. RELATIONSHIP OF THE PARTIES
  2. SERVICES.  Design, Subscription, Access, Migration, Maintenance, etc.
  3. DELIVERABLES
  4. COPYRIGHT ISSUES
  5. CUSTOMER SUPPORT (and limitations thereof).
  6. API’S.  Access to API’s and limitations, disclaimers etc., related thereto.
  7. FLASH COOKIES.  Related terms.
  8. USE AND LIMITATION ON USE.
  9. RESPONSIBILITIES OF CUSTOMER, e.g. password, notice of compromised password, etc.
  10. CUSTOMER REFERENCE (Authorization for use of customer identity, etc.).
  11. USE OF COMMUNICATION SERVICES.
  12. CUSTOMER DATA.
  13. CONFIDENTIALITY.
  14. USER SUBMITTED MATERIALS.
  15. LINKS – TERMS RELATED THERETO.
  16. DISCLAIMERS- LIMITATIONS OF LIABILITY
  17. QUALITY OF PERFORMANCE. 
  18. COMPENSATION.  Payment Methodology.  Expenses.
  19. DESIGNER’S PERSONNEL. 
  20. RIGHTS TO DOMAIN(S)
  21. INTELLECTUAL PROPERTY; LICENSE.
  22. HOW AND WHEN IT MAY BE TERMINATED. 
  23. DISPUTE RESOLUTION.  
  24. INDEMNIFICATION.
    AND OTHER IMPORTANT CLAUSES.

Tags: Website Design Agreement

WHAT IS A DBE OR ACDBE?

Posted by Michelle DelMar, Esq. Jul 16, 2019 7:22:24 PM

WHAT IS A DBE OR ACDBE? DO I QUALIFY AS A DISADVANTAGED BUSINESS ENTERPRISE?

DBEs are for-profit small businesses that have socially and economically disadvantaged individuals own at least a 51% interest and also control management and daily business operations. African Americans, Hispanics, Native Americans, Asian-Pacific and Subcontinent Asian Americans, and women are presumed to be socially and economically disadvantaged (Note, other individuals can also qualify as socially and economically disadvantaged.  Such is determined on a case-by-case basis).

To participate in a DBE program, a small business owned, operated and controlled by socially and economically disadvantaged individuals must receive DBE certification from the applicable state.  In addition, the 51% owner must have a personal net worth that does not exceed the maximum amount set by the Federal Government.  Also the business must meet SBA size criteria and have average annual gross receipts not to exceed the maximum (Note, size limits for the airport concessions DBE program may be higher). 

ACDBE is the DBE program for Airport Concessions and Airport Contrators. 

 

Related Articles:

Airport Concessions Leasing

Tags: Airport Concessions Lease

Trademark Lawyer Blog, Part 5  | Can I obtain Trademark Registration for my SLOGAN? Copyright registration for SLOGANS?

Posted by Michelle DelMar, Esq. Jul 16, 2019 7:03:23 PM

Can I obtain Trademark Registration for my slogan? Do I have copyrights for my slogan? This article addresses this common question.

Protecting your rights to your trademarks is essential to protect your investment, whether it be time, effort, money or other resources, in marketing your a product or service. It is also important to know what the limits are, for such protection, so that your marketing strategy can be developed in a manner that will allow for the greatest protection of your mark.

1. Trademark.

The United States Patent and Trademark Office (USPTO) has strict regulations regarding whether or not a slogan may be registered as a trademark. Here is a summary of issues that are relevant in determining whether a slogan is registerable.

(a) The slogan should be used to identify the source of the goods or services and not merely “laudatory,” “informational” or “generic” (that is, the should be capable of distinguishing your particular service or product from the service or product of another source).

(b) For products, the slogan should be made a part of the packaging to show that the mark is being used as a source identifier.

(c) The slogan should either

(i) be inherently distinctive and qualify as a trademark in itself;

(ii) be identified with the product or service to the extent that consumers, when seeing or hearing the slogan, relate the slogan to your particular product or service (that is, show that the slogan has developed what the law refers to as a “secondary meaning, e.g., Nike’s “Just Do It”).

Note, even if a slogan does not amount to a registerable mark, under federal registration guidelines, laws protects certain slogans under “common law” principles relating to unfair competition, that is, where the mark has acquired a “secondary meaning.”

2. Copyright.

The United States Copyright office regulations prohibit copyright registration for “short phrases” and “slogans.” In addition, such regulations prevent the registration of the registration of “words, phrases, symbols, or designs that identify the source of the goods or services of one party and distinguish them from those of others.” Instead, related protections fall under the trademark laws.

Also note, if a slogan can pass the “originality” test and is not intended to identify the source of the services or products (that is, the slogan is not intended to be used as a trademark) then copyright protection may be possible. See article concerning copyright protection.

In addition, make sure your slogan is available for your use (will not infringe on the rights of others), before your invest your time, effort, money and other resources. Contact a qualified Trademark Lawyer to obtain professional advice concerning the availability of your slogan for your use and for advice concerning strategies that will help you get the greatest protection for your mark.


Michelle DelMar, Esq. is an experienced Trademark Lawyer. Click here to contact Attorney DelMar to start the conversation about your business plans and trademarks.

Related Articles and Information:

Tags: Strategies from Small Business Lawyer and Trademar, What are Trademarks

Strategic Marketing Alliance Agreements at Airports

Posted by Michelle DelMar, Esq. Jun 29, 2019 5:59:21 PM

When entering an Airport Concessions Lease, consider the advantages of developing strategic marketing alliances with airlines and airport shops, kiosks, restaurants and other service providers.  These alliances can create win-win relationships for your business, without the high cost of advertising.  For example, with a well-drafted Strategic Marketing Alliance Agreement, you can leverage the rewards programs of other businesses, by providing discounts for reward memberships of other businesses, 

Tags: Joint Venture Agreement Checklist, Airport Concessions Lease

Trademark Lawyer Blog, Part 4 |  License Agreement Checklist

Posted by Michelle DelMar, Esq. Jun 25, 2019 8:15:59 PM

Trademark Licensing Agreement Checklist

Tags: Joint Venture Agreement Checklist, Strategies from Small Business Lawyer and Trademar, What are Trademarks, Trademark Lawyer

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

Posted by Michelle DelMar, Esq. Jun 25, 2019 7:37:16 PM

Distributor Agreement Checklist; 19 Issues for Distributor Agreement

Tags: Understanding Business Agreements for Small Busine, Confidentiality Agreement Checklist, Distributor Contract, International Business Law, Distributor Agreement Checklist

More About Executive Contracts

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:58:53 PM

IMPORTANT CONSIDERATIONS FOR EXECUTIVE CONTRACT.

The "trust" relationship between Executive and Employer is an essential factor in the level of production and goals achieved during employment.  A win-win structure in this relationship must satisfy both the personal and professional goals of the Executive, as well as the business goals of the Employer.   A well-drafted Executive Contract plays an essential role in protecting the relationship between Executive and Employer and provides a solid foundation from which the relationship and company can thrive.

Tags: Executive Contract, Independent Contractor or Employee, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Employer Compliance, Executive Contract Checklist

Confidentiality Agreement Checklist

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:16:17 PM

CONFIDENTIALITY AGREEMENT CHECKLIST

Checklist for Confidentiality Agreements ( NDA )

Consider the following important subjects to be addressed in Confidentiality Agreements.   To learn about When Do I need a Confidentiality Agreement?, click here.

1.            Full names and physical address of each party (P.O. box not sufficient).  The individual as well as the company.

2.            Statement regarding whether this involves a contemplated business arrangement, business discussions or existing business relationship.

3.            Describe the consideration offered to create an enforceable Confidentiality Agreement (contracts must have consideration to be binding and enforceable, with limited exceptions).

4.            Clarify tangible and intangible format for information.    

5.            Clarify the required marking on the material, e.g. marked "Confidential" or "Proprietary" or lack of such requirement.

6.            Intended recipient must agree to the following regarding the information:

    a. maintain the secrecy;

    b. shall not disclose;

    c. take all reasonable steps and precautions to preserve;

    d. notify discloser of unauthorized release of Confidential Information;

    e. use the Confidential Information solely [ complete ];

    f. not use any of the Confidential Information for its/her/his own benefit, except as expressly authorized;

    g. not use any of the Confidential Information for the benefit of any third party;

    h. deliver to the Discloser Confidential Information;

    i. acknowledge that all Confidential Information is and will be the sole and exclusive property of the Discloser;

    j. direct Recipient's representatives, agents and employees (Recipient's Representatives), not to, disclose to any person the Confidential Information or any part thereof;

    k. accept full responsibility for any violation of any term of this Agreement made by one or more of the Recipient's Representatives.

7.            Describe exceptions to the Confidentiality Agreement, as required by law.

8.            Provide for Recipient's payment of attorneys fees and costs in event of breach of Confidentiality Agreement.

9.            Provide for period of enforceability of the Confidentiality Agreement.

10.         Provide for intended third party beneficiaries of the Confidentiality Agreement, if applicable.

AND DON'T FORGET THE SIGNATURE OF THE PARTY BOUND NOT TO DISCLOSE!

 

Related Information and Checklists:

When Do I need a Confidentiality Agreement?

Non-Compete Agreement Checklist

 

Want to discuss your business issue?

Click here to schedule a Consultation with an Experienced Boston Business Lawyer / Maine Business Lawyer.

Are you ready to Take the Next Step?

Schedule a Consultation with an

Experienced Business Lawyer today.

Tags: Understanding Business Agreements for Small Busine, Confidentiality Agreement Checklist, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Selling a Business, Strategies from Small Business Lawyer and Trademar, Checklists for Businesses, What are Trademarks, International Business Law, NDA

Why do I need a Confidentiality Agreement?

Posted by Michelle DelMar, Esq. Jun 25, 2019 6:07:31 PM

WHY DO I NEED A CONFIDENTIALITY AGREEMENT?

     The Simple answer to the question, "Why do I need a Confidentiality Agreement (or NDA)?" is, "BEFORE YOU DISCLOSE ANY PROPRIETARY SECRET."  If you don't want someone else to use the information that you are disclosing, get their promise not to disclose in writing!

     Generally, Confidentiality Agreements, also known as non-disclosure agreements or NDA's, are contracts wherein each party agrees not to disclose and to keep confidential certain information that is disclosed by the other party.  

      The Confidentiality Agreement is often utilized where one party intends to disclose to the other party, confidential, proprietary, information, such as a secret idea, process, service or product.  Such disclosure typically occurs when the disclosing party wants another person and/or company to evaluate the secret information prior to entering into a comprehensive Joint Venture Agreement, Collaboration Agreement or Licensing Agreement.  

The benefits of utilizing a well-drafted Confidentiality Agreement include the following:

     First, the Confidentiality Agreement reduces the risk that the valuable secret information will be disclosed to, and possibly used by, third parties.  If the secret information is disclosed to a third party and such disclosure amounts to a breach of the Confidentiality Agreement, the party that is the owner of the secret information, will have a cause of action for breach of contract and will be able to seek injunctive relief (where the court orders the breaching party to cease disclosure and use) and may also seek monetary damages.

    Second, an important benefit of utilizing a well-drafted Confidentiality Agreement is that it will reduce the risk of forfeiture of your valuable patent rights.  That is, public disclosure may result in your development or secret to be determined, not patentable and patent rights may be forfeited.

     Third, Confidentiality Agreements define in writing, specifically what, if any, information can and cannot be disclosed by the receiving party and when and under what circumstances such disclosure can occur. Typically the disclosing party will prefer the protected information to be as broad as possible and the receiving party will prefer a more narrow protection.

     Fourth, the Confidentiality Agreement may provide for limitations on the receiving party's use of the confidential information, e.g., to be used solely for the purposes of evaluating the specific business opportunity.   

What can be protected by a Confidentiality Agreement?  

    A well-drafted Confidentiality Agreement can protect any information that is disclosed to the other party, such as, processes, recipes, test results, systems, new products, client lists, other trade secrets, etc. 

    It is very important that the receiving party make sure that there are exceptions to the confidentiality provisions set forth in the Confidentiality Agreement, e.g., information that the recipient had prior to the disclosure, information in the public domain, information created by recipient, etc.

    The disclosing party may want to provide provisions within the Confidentiality Agreement that require certain treatment of the material provided.  Again, if reasonable steps are not taken, trade secret protection may no longer apply to the material.

    Also, the Confidentiality Agreement should set forth a time period for the making of disclosures and the period during which confidentiality of the information shall remain confidential and not disclosed.

   Furthermore, Confidentiality Agreements often contain provisions confirming that there is no license granted to the disclosed material, within that agreement, express or implied and that any and all material disclosed shall be returned to discloser upon request.

     Thus, there are many situations where a Confidentiality Agreement is not only appropriate, but essential to business success.  Contact an Experience Business Attorney today for a Free Consultation with regard to your specific circumstances.  

Related Information and Checklists:

Confidentiality Agreement Checklist

Non-Compete Agreement Checklist

 

Want to discuss your business issue?

Click here to schedule a Consultation with an Experienced Boston Business Lawyer / Maine Business Lawyer.

Tags: Publishing Agreement Checklist, Understanding Business Agreements for Small Busine, Confidentiality Agreement Checklist, Independent Contractor or Employee, Joint Venture Agreement Checklist, Non Compete Agreement Checklist, Strategies from Small Business Lawyer and Trademar, Contracts, Corporations and LLC'S What Business Owners Should, Licensing Agreement Checklist, What are Trademarks, International Business Law, NDA

When CopyRIGHTS Vest

Posted by Michelle DelMar, Esq. Jun 15, 2019 7:59:18 PM

"What is a copyright?": Vesting of Rights

Tags: Publishing Agreement Checklist, What are Trademarks