Brian Temins

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• Thanks brian for the reply. I'm yet to find a lawyer who practices the area in lagos, the closest are copyright lawyers. I will need to know what components mark the turning point to a licensing agreement from the regular franchise agreement components. Your expertise is appreciated. Thank you for your time. Kind regards, Tayo.

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    To protect a logo one would have to trademark the logo, which is a very similar process to trademarking a name. A trademark lawyer would be able to help with this. Without knowing the details of what you are trying to accomplish it is difficult to speak to your second point.

• Can you point me in the right direction for obtaining a patent for an idea I would like to sell to a mjor company? I sell the company my idea and everytime they use my idea, I get a percentage. It's a SUPER idea!

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    You need to break this into two parts. The first is obtaining a patent. In Canada you need to complete a patent application with the Canadian Intellectual Property Office (CIPO) and pay the applicable fee. The following link may prove helpful http://www.ic.gc.ca/eic/site/cipointernet-internetopic.nsf/eng/wr00141.html#pt_faq07. You should consider if you actually want to sell your idea outright or retain ownership which would allow you to sell to others at the same time, subject to the terms of any license agreements you had entered into. Either way you could structure this so you receive royalties or similar payments on every sale.

• I am about to launch a website in the UK in which personal trainers can meet new clients. Do I need a tech lawyer to do the terms and conditions and privacy policy or can I just write them out myself? Thanks.

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    In Ontario, Canada, where I practice there are numerous privacy requirements that have to be met. Creating such a policy may be difficult to do properly yourself. The same holds true for most jurisdictions, including the UK. Terms and conditions may appear standard, however I would also suggest that they be given to a lawyer for a second look although there is no requirement to do so.

• I'm creating an online service and I wanted to know if it is best to legalize everything first, for example starting up as an LLC, or patent and protect my ideas? Also, the team for creating the online service is very small. Can I get a better quality of work for my service from freelancers or professionals than from friends?

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    Structuring your business right form the start can pay off big dividends in the future. Your corporate structure, shareholder agreements and IP protection are all examples of matters that you should deal with early on in the life of your company. Regardless of whether the individual is your friend or a freelancer you should ensure that each is bringing a valuable aspect to the business. Such arrangements should be formalized and ensure that any intellectual property created for the project/company is transferred over. Although you do not have to incorporate before you patent an idea as you transfer the patent afterwards, however if you are contemplating using a team it would make sense to incorporate first.

• Legal: how to find a lawyer for simple contracts and agreements?

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    Referrals are usually the best source. The website for your local bar association may also have a find a lawyer service. Of course if you plan on conducting business in Ontario then feel free to contact me http://www.mindengross.com/lawyers/temins_profile.asp. Law firms are often part of networks, and my firm is part of the MERITAS network of law firms. I have included a link to its website http://www.meritas.org/ which should be able to find a firm in your jurisdiction.

• A friend and I are talking about starting a company together? What are some of the pluses and pitfalls? should we have a legal document for the partnership?

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    In my opinion a partnership or shareholders agreement is essential (difference is based on how you structure the business). Some core issues which need to be considered included liquidity and exit rights, for example what happens if one of you no longer wish to remain in the business, or is not pulling their weight, capital contribution clauses. There are certain benefits to be incorporating, including limited liability, tax considerations (active Canadian private companies have preferential tax rates, and down the road capital gains exemptions on sale), possible easier access to capital. My firm has a fixed fee program, which may be of some interest for entrepeneurs like yourself or in a siilar position. http://digital.mindengross.com/issue/27799

• We are a newly formed start-up in professional business solutions for small and medium enterprises and seeking to create a licensing franchise network to aid our growth and expansion. How do we go about setting up the appropriate licensing framework because we just might be making a whole new niche down here if we get it right.

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    There are very different franchise rules depending on the jurisdiction that you intend to set up a franchise. In Ontario, Canada where I practice, there is no requirement to obtain a license with any government agency. In Ontario there is a process that would include matters such as preparing a disclosure document, the franchise agreement, possibly a sublicense agreement etc. These documents would then be provided / negotiated with the possible franchisees. It is not a simple process and I would encourage you to speak with a lawyer who practices in the area.

• Can you patent a game?

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    It is possible to patent a game that you invented. That said, you cannot patent a mere idea for a game you need a detailed design to qualify for patent protection and it must at least meet the patent criteria test, in that it the patent must be innovative and unfamiliar. Therefore, whether you can or cannot patent a game will very much depend on the type of game you want to patent.

• How do I trade mark?

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    The process in Canada is as follows: An initial search is conducted to determine if someone is using the proposed trademark and if is likely to be accepted. Assuming this the case, you would file an initial application and pay the filing fee of approximately $300. This wil be acknowledged the trademark office. Eventually the Trademark Office will send a report setting out any issues with the application. If you can satisfy issue list, the the trademark is advertised in the trademark journal. There is then a three month waiting period where people can appose the trademark. If there is no opposition you will receive a notice of allowance. If you are already using the trademark you pay the $200 filing fee and they register the trademark. If you have not yet been using the trademark then you have start using the trademark and provide the Trademark office with a declaration that you are using the trademark. The entire process will take at least a year.

• What would you recommend for a template on how to write or buy a Commercial Partnership contract?

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    There are various forms on the internet but I would suggest you proceed with caution here. Partnership agreements (and shareholder agreements) should be viewed as core documents and an investment in your business. I would encourage you to seek out an attorney in your area (I am in Toronto) who has industry expertise and can help craft an appropriate document for you. Partnership (and shareholder) agreements should not be viewed as templates.