Tag Archives: chicago IP lawyers

Change Management Protocols and Drafting Good Master Technology Service Agreements!

How do you draft a good Master Technology Service Agreement?  What do you consider?  What is reasonable? What is foreseeable?  What is too remote? How do you respond to an Evidence Preservation Letter? What is your clients’ doom and gloom fears?  These are all things that all technology and information technology consultants and teams have to consider and make good decisions on.  Without having a good team of professionals that can identify the areas of risk for the clients, the method and means of exploiting known or identified vulnerabilities, and creating a prompt data security protection protocol you may end up losing out from a change in ISPs or IT vendors.

Having good change management procedures is vital to the success of your clients and to protect them from many would be competitors looking to acquire your clients’ knowledge, trade secrets and intellectual property.  A good first step for protecting your clients is using good provisions in your Master Technology Service Agreements that all vendors have to comply with to ensure that the proper procedures are followed to ensure that key personnel, key clients, key vulnerabilities, key consultants and key terms and caveats are negotiated and drafted to protect against reasonably anticipated problems.

The Master TSA allows for a method of interjecting vital controls that can be adapted to the needs of the clients–sometimes all that is needed is a wise and seasoned Chief Technology Officer (“CTO”).  Other times–key schedules and predefined procedures to follow for implement changes in information technology services or hardware.  Sometimes good limitations on damages, warranties and representations and third party indemnification provisions are required to ensure that your clients are protected from potential errors in the change management procedures.

Finally, having good enforcement and corrective actions predefined and provided for in the Master TSA will save you a lot of headaches down the line–including delays based on the need for board or shareholder’s approval, manager or member’s approval, or similar delays that may be required in following corporate formalities.  Sometimes a rigid adherence to corporate formalities can allow a problem to become bigger over time and based on delays–it is generally advisable to deal with these types of data security problems sooner rather than later.

For more go to: http://www.bipeblawg.com, http://www.vrplawgroup.com, http://www.eebrunchclub.com

Understanding the Naked Licensing Doctrine and Its Impact on Advertising, Business, Licensing, Marketing and IP Protection Strategies!

The Naked License Doctrine is often overlooked by many business owners, corporations, franchisers, advertising, marketing and licensing professionals.  For example, there are often times when there is no oversight over how your brand, design, logo, business name or trademark is used by different departments, suppliers, vendors, and other third parties.

Many times, it is an employee using your brand, design, logo, business name or trademark to assist non for profits or promote events for others; however, there is no license of your mark or how the mark is used by the non for profit.  Other times, the advertising and marketing department rolls out a new version of your mark, but does not acquire approval to make the modifications or recognize how it might affect the commercial impression of your original mark.  Sometimes, there is a negative response from consumers and it may actually lead to a dilution or tarnishment of the original mark.

In other cases, the advertising and marketing professionals are too eager to acquire other distribution channels by encouraging use of the mark on a third party’s website, store fronts, advertising and/or marketing brochures without having the third party sign any agreement or license to use your mark.  The worst cases are when franchisers do not take the time to see how their franchisees are using the brand or mark.  This is a significant problem even if, the franchise agreement has some provisions relating to licensing and use of your brand or mark.

The key is are there any actual methods or means for a brand or trademarks owner to prevent a third party or licensee from changing the colors, design, layout, location, font or quality of the products or services sold under its brand or mark.  Is there some process to have a third party or licensee submit its modification to the original brand or mark owner?  Is this process actually utilized?  Is there any means of monitoring or overseeing the third party or licensee’s activities to determine if, your brand or mark is being misused?

If there is no practical means to ensure that your brand or mark is not used, in any way that dilutes, tarnishes or changes the commercial impression of your original brand or mark, then you may be subject to losing your trademark rights.  Even if, you have a license, this situation is ripe with others being able to assert that the license is in essence a naked licensee, thus, you should not be allowed to retain trademark protection of your brand or original mark.  It is always a good idea to consult a trademark attorney prior to licensing and instituting trademark policing policies.

Of course, if you have any concerns or questions, then please contact us at: http://www.vplawgroup.com