Worcester Business Journal

18 Worcester Business Journal | September 3, 2018 | wbjournal.com 10 T H I NG S I know about . . . …Protecting Business IP By Ping Hu Ping Hu is a partner in the intellectual property group at Worcester law firm Mirick O'Connell. Reach him at phu@mirickoconnell.com. 10) There are different types of IP. There are patents, trademarks, copyrights and trade secrets. Each type applies to some situations, but not others. Choosing the right type of protection is critical. 9) Trademark rights can be federal, state or both. A federal trademark registration can protect you throughout the U.S. A state trademark registration is only good in that particular state. Even if you don't have any trademark registrations, you may still have trademark rights under common law. 8) TM v. ®. You can use the ® symbol next to a mark only if you have been granted a federal trademark registration. You can use TM for any unregistered trademarks. 7) Trademark rights arise from use. If you use a mark properly, you have trademark rights. If you stop using the mark, you may lose your trademark rights. 6) Copyrights are generated automatically. Once your expression of idea is affixed on a tangible medium (e.g., paper, hard drive, phone memory, etc.), you have copyright protection. To enforce your copyright, you will still need a registration. 5) Patent rights are exclusively federal and based on an issued patent. You will need to file a patent application to U.S. Patent and Trademark Office. There is no Massachusetts or any other state patent. 4) Be careful of disclosure of the invention. File for patent protection before disclosing the invention publicly. Otherwise, you may lose your patent rights forever. 3) Trade secrets include a broad range of information. Almost anything commercially valuable can be a trade secret if you use reasonable effort to protect it. But it does not prevent others from obtaining it independently (e.g., via reverse engineering). 2) IP rights are generally territorial. A U.S. patent only protects you in the U.S. If you want international protection, you will need to apply in foreign countries. 1) IP is everywhere. Chances are your business owns IP. So, protect and utilize what's yours. K N O W H O W Before you open the hot new restaurant... 10 1: M A N A G I N G M E E T I N G S T hese days, everyone seems to be talking about the Worcester Dining Renais- sance. With good reason, too, from new concept restaurants like Kummerspeck on Water Street and simjang on Shrewsbury Street to Worcester gastronomic staples like the Boulevard Diner and George's Coney Island, there seems to be endless, delicious restaurant options throughout Worcester. But before you jump into the sizzling Worcester restaurant scene or establish the first foodie destination in your neighboring town, take a step back to think about key legal ingredients. 1. Permitting and licensing A restaurant will require specific licenses and/or approvals to operate. If you intend to start a restaurant with alcohol service, at a minimum, you will need a common victualer license to serve food and an on-premises liquor license to serve alcoholic beverages. However, there may be additional approvals required related to the zoning district in which your restaurant will be located and/or the amount of parking on site. e opening of your restaurant will be driven in large part by the time frame for the permitting and licensing. 2. Entity formation You should form a limited liability en- tity – either a limited liability company or corporation – for the operation of the business to protect you and your busi- ness partners. You and your business partners will likely be the shareholders, directors and officers of the corporation or members/managers of the limited liability company. Make sure you have organizational documents explaining the rights and responsibilities of each of the business partners. It is generally easier to hash out the financial details in the beginning before you hit a rough patch and the chef knives start flying. 3. Asset purchase agreement If you are purchasing an existing business, you will likely be entering into an asset purchase agreement for certain assets used in connection with the prior restaurant. You should clearly identify which assets are being purchased and which are excluded. e assets will likely include all equipment, inventory, good- will, intellectual property rights, lease- hold interests, and the liquor license. You want to ensure you only close on the purchase of the business if you have a well-defined lease and all the necessary approvals to operate. 4. Lease If you are leasing property, you need to understand all of the terms of the lease agreement. In particular, you should evaluate your maintenance responsibilities as you do not want to be surprised with a large service bill during the lease period. Are you responsible for maintenance of the refrigeration unit? HVAC unit? Who is responsible for plowing and sanding the parking lot? 5. "Closing time" Before you close on the transaction, the municipality's department of health and related divisions will need to inspect the property. If you are obtaining a li- quor license, these inspections will likely occur aer the liquor license is approved on the state level by the Alcoholic Bever- ages Control Commission. You will need to obtain the necessary insurance for the business, contact vendors, and engage a payroll company and an experienced accountant to create systems to pay meal taxes and other regular obligations. Once you have completed these pre-closing administrative tasks, you will be good shape to serve your hungry restaurant patrons for many years. Stay hungry, my friends. BY MARK A. BORENSTEIN Special to the Worcester Business Journal BY SUSAN SHALHOUB Special to the Worcester Business Journal W e've all attended them, been late for them, led them and daydreamed during them. We're talking about meetings, which are as much a part of everyday office life as water-cooler talk. More than gathering people in a room together, here are some key elements of making a meeting productive, efficient and focused. Call out chatterboxes. Oentimes managers will let a meeting participant drone on and monopolize the conversa- tion to be polite. But these individuals can derail meetings, said Neal Hartman at Forbes.com. "Say, 'We appreciate your contributions, but now we need input from others before making a decision.' Be public about it," he advises. is not only keeps that person from using more than his or her fair share of input, it creates a healthier collaborative tone and framework for the group. Make an agenda, with extras. An agenda is meeting discussion topics, of course. But there are some areas to fine-tune to ensure you head off certain problems before they arise. Amy Gallo of Harvard Business Review tells of a person seeing a sign in a conference room at Intel saying, "If you don't know the purpose of your meeting, you are prohibited from starting." Taking that advice further, she said: Send not only an advance agenda, but background materials. And be specific about what will and won't be discussed. "Rather than, 'Discuss video schedule' write, 'When will videos be completed?' ... Next to each item, you can also indicate participants' roles," she writes. Don't end a meeting until these things are done. Meetings with vague calls to action are short on accomplishments and efficiency. PlanYourMeetings.com's Kristi Casey Sanders advises recapping what has been agreed to, repeating it and writing it down before a meeting concludes. "You need to figure out who's responsible for taking each action, what resources they need … and set dead- lines that are realistic," she said. Mark A. Borenstein is an associate attorney in the Worcester office of law firm Seder & Chandler LLP. W W W

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