According to California Penal Code Section 459, auto burglary is breaking into a locked automobile or any other vehicle or its trunk with intent to steal the vehicle, steal property from the vehicle or commit a felony inside it.
In case a person is facing auto burglary charges, he/she can also face criminal charges of grand theft auto, petty theft or a felony offense.
The prosecution must prove the following element for convicting a person in auto burglary:
According to California Vehicle Code Section 670, a vehicle is defined as a device by which any person or property may be propelled, moved, or drawn upon a highway, except a device moved exclusively by human power or used exclusively upon stationary rails or tracks.
In auto burglary cases, the most common forms of vehicles include cars, trucks, or motorcycles.
California Penal Code Section 459 clearly states that the doors of the vehicle must be locked, meaning that a person must get inside to be convicted of auto burglary.
Here are some actions that can be considered as breaking in a locked vehicle: smashing the window, using a tool to get inside a trunk, reaching into an open window to open the door. You are considered to have “entered” a vehicle in case any part of your body or any object goes inside of it. This means that you don’t have to actually open the door and place your whole body inside the vehicle for committing auto burglary.
There are many common defenses to an auto burglary charge include the following legal defenses.
One of the most common defenses to an auto burglary charge is to argue that the doors or the trunk of the vehicle weren't locked and there was no forced entry. Without proving this important element, a person can’t be convicted of auto burglary.
One of the main elements of auto burglary is intent to commit a California felony or theft. If a person simply entered someone else's locked vehicle with no intent to steal or commit another kind of felony he can’t be convicted of auto burglary crime.
Under California law auto burglary is considered a form of second-degree burglary which is a wobbler and depending on the circumstances of the offense and defendant’s criminal history it can charged as either a misdemeanor or felony.
In case the defendant breaks into an inhabited trailer with the intent to commit a theft or felony he may be committed to first-degree burglary with the punishment of two, four or six years in California state prison.
Are you in need of legal assistance from an attorney for burglary charges in California? Dedicated Glendale criminal defense lawyers at KAASS Law are prepared to help you out! Get in touch with us now at (310) 943-1171 or fill out the contact form below.
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California law allows persons to recover damages for intentional fraud as well as negligent misrepresentations if certain elements are sufficiently plead and proved.
There are specific elements that a party is required to prove in order to successfully recover damages suffered due to the fraud or misrepresentation. A false misrepresentation lawyer near you should be able to provide you with legal assistance for your situation.
Fraud is using deceit or dishonest means for the purpose of depriving another of money, property or a legal right.
Intentional Fraud/ Deceit occurs when the defrauder uses deceit or false important facts to convince the victim to rely on the false facts. Then the victim reasonably relied on and was harmed by the deceit.
Promissory Fraud occurs when the defrauded makes a promise that is important to the transaction that he or she never intends to, nor never performs, in order to induce the victim to rely victim rely on the promise. Then the victim must reasonably rely on and be harmed by the false promise. “An action for promissory fraud may lie where a defendant fraudulently induces the plaintiff to enter into a contract.” ( (1997) 15 Cal.4th 951, 973-974; (1985) 39 Cal.3d 18, 30.)
KAASS Law fights hard to help victims involved in Uber and Lyft accidents, including both drivers and passengers, as well as third-party drivers and pedestrians who were injured, to get the compensation they deserve.
Under California law, Transportation Network Companies, including Uber and Lyft, must provide primary third-party liability insurance. They must maintain $200,000 of excess liability coverage during "Period 1". Period 1 occurs when the Uber or Lyft app is on but still waiting for a passenger. Therefore, you’ll still want rideshare insurance to cover you during Period 1 when your App is on driver mode. Period 2 Match Notification begins when you accept a ride request, as such Auto Liability Coverage and Uninsured/Underinsured Motorist Coverage, as well as Contingent Collision and Comprehensive Coverage, is in effect. Likewise, during period 3, when you're dropping off your passenger(s), the same coverage applies.
Independent Contractor Agreements are an effective way to clearly detail the scope of a project and services rendered, payment schedules and deadline expectations of both parties in a freelance arrangement. These types of agreements are legally binding and they serve the important purpose of specifying the details of a service so that both sides are shown to be aware of the agreement. This allows for both sides to be held accountable for their actions and their respective responsibilities. Independent Contractor Agreements are also sometimes referred to as Freelancer Contractor Agreements, Contract Labor Forms, or Independent Contractor Contracts, but they all amount to the same thing from a legal perspective.
You’ll want to utilize an Independent Contractor Agreement if:
By far, the most significant and noteworthy distinguishing factor about these types of contracts and agreements is that they are NOT for employees. It is instead specifically for drafting up an agreement between you–or your company–and an independent or freelance worker. An example of this would be paying a handyman to fix some stuff in the office, or hiring a freelance IT person to optimize your website or office space, or even taking on a consultant to get another expert opinion or counsel on a business move that you are considering.
Now more than ever, intellectual property comprises an irreplaceable and crucial part of any company’s success and its competitive edge. IP embodies many different forms, such as patents for innovative and handy features which make products more desirable, or design patents which protect how the products looks; trademarks which protect names, logos and symbols used to identify and distinguish a company and its products; trade secrets which protect customer information, supply chain info, formulae and recipes; copyrights which protect software, artwork, written work, marketing materials and guides. For these reasons and many others, properly managing the intellectual property that your business has access to is absolutely vital for paving the road to both short term and long term success in your industry.
It used to be the case that most businesses actively focused on acquiring tangible assets but in recent years the trend has shifted such that the acquisition and management of intangible assets, like intellectual properties, has become far more important for most businesses. This trend owes itself to the importance of internet business and e-commerce. Now, businesses increasingly understand and recognize the need to garner their intellectual property as that may very well be the unique asset that sets apart their brand from all the others.
Intellectual property (IP) has become a bit of a buzzword in the legal world. The thing is that even though most people have some idea about the concept of intellectual property, they may not fully understand what it exactly it includes. In its simplest form, intellectual property is basically anything that is not tangible property. In other words, while tangible property would be things like your car, house, or jewelry, intellectual property instead covers art, photos, videos, poetry, inventions, music, films, designs, software, logos, graphics, designs, brands, and secrets.
Naturally, establishing ownership over those types of intangible assets is just as important as having ownership over tangible ones, if not even more valuable. As an example, take into consideration the value of the Apple logo and branding, the copyrights and respective royalties of Game of Thrones, and the many patents that go into making a new product for consumer use. All of these instances involve invaluable intellectual property that must be protected to ensure profitability and ownership. In fact, intellectual property just gets more and more crucial to our economy, especially with the boom of mobile tech and software.
A stock purchase agreement, or an SPA for short, is an agreement that a company or its shareholders and buyers sign whenever shares of a company or corporation get bought or sold. Stock Purchase Agreements are used most often by smaller corporations when selling their stock publicly to create a certain amount of trust and security between buyer and seller. Both the company itself or its respective shareholders can sell stock to potential buyers. That’s where Stock Purchase Agreements come in very handy as their purpose is to protect you, regardless of whether you’re the buyer or the seller.
It’s important to know that a stock purchase agreement is not the same things as an asset purchase agreement, or an APG. The main difference is that stock purchase agreements only sell shares of a company in order to raise money or to transfer ownership of shares while asset purchase agreements aim to finalize company asset sales. Namely, the stock purchase agreement will outline several key points:
There are many reasons why you might want to incorporate your business. Forming a corporation helps to protect your personal assets from liability on account of your business’s debts and transactions. Furthermore, a corporation can protect you as an individual in the event that a business partner or employee is found guilty of a crime. If this is the business organization model you choose, there are several steps you will have to take in order to finish the incorporation process. Firstly, let’s start with naming it.
This part is one of the most important things you can do for your business. A good name is key because it will help with good product promotion and branding. However, the state you file for incorporation must also be okay with your chosen name. This usually means that the name must not already be taken by another corporation that is registered in your state and that the name is distinct enough from other corporations’ names that it would not bring up issues of copyright. Your chosen name can (but does not have to) include the words “Incorporated”, “Corporation”, “Limited” or any abbreviated version of them. Furthermore, your chosen name cannot be misleading to customers, nor can it contain any offensive or controversial words. It is possible to check to see whether your name of choice is already taken by another corporation online by visiting an online entity name checking service, or by sending a name availability inquiry letter to the Secretary of State’s office. Lastly, you can reserve your name by filing a name reservation request form, which just requests that the Secretary of State hold your chosen corporate name for no more than 60 days while you finish the filing process.
Penal Code 1203.4 outlines California laws which govern expungements of criminal records. An expungement, sometimes referred to as a "dismissal", discharges a person from the criminal conviction. Specifically, an expungement is a type of post-conviction relief which removes a person from the consequences of a conviction. It’s imperative to understand this penal code and the benefits that it may offer to those who have been accused and convicted of a crime, especially since it may potentially clear your criminal record. The word “expungement” is somewhat confusing as it infers that criminals records can be erased. Expungements are post-conviction, post-probation petitions for dismissals; the court substitutes a “Not Guilty” plea for the earlier finding of guilt, and dismisses the case. After this time, the guilty plead is no longer on the criminal record because technically you are no longer guilty of the charge. However, in most government application you may still need to disclose the prior conviction even after it has been expunged.
In the previous article, we went over what a limited liability company, or LLC, is and why you may want one. It offers various lucrative advantages to its member-owners and it comes with relatively few strings attached. Such an idyllic scenario is very rare to stumble upon in the corporate realm, which is why many businesses aim to achieve LLC status. However, to establish an LLC there are some key requirements you must complete in order for the state of California to grant recognition of your company as an LLC. Firstly, you’ll need to select a business name, then you’ll have to file the necessary documentation to the state of California, and you will have to come to an agreement with the other members of the LLC as to how everything will be run. Let’s start with that first part.
To start, you’ll want to decide upon a name for your LLC. But the trick is that you’re not the one that’s going to do the final deciding. That’s reserved for the state to decide and grant. As a general rule, you’ll want to ensure that the name you’ve settled on is:
Concealment Fraud occurs when there is a fiduciary or other relationship between the parties where there is a duty of full disclosure. The concealing person, with an intention to deceive, does not disclose important facts that the concealing person knows but the victim does not and could not know. Further, the victim reasonably relied on and was harmed by the concealment.
Constructive Fraud or Negligent Misrepresentation occurs when the perpetrator misrepresents to the victim that an important false fact is true. However, the defrauder may have honestly believed that the false representation is true. Yet, the defrauder had no reasonable grounds for believing the representation was true when he or she made it; and he or she intends that victim rely on the representation. The victim must reasonably rely on and be harmed by the false representation.
In proving intentional fraud in California it requires all of the following elements be proved:
“An action for promissory fraud may lie where a defendant fraudulently induces the plaintiff to enter into a contract.” (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 973-974; Tenzer v. Superscope, Inc. (1985) 39 Cal.3d 18, 30.)
Negligent misrepresentation often times referred to as constructive fraud requires that all of the following elements be proved:
California Fraud and Misrepresentation Laws Video
Our misrepresentation and fraud attorney in Los Angeles has experience in complex fraud and misrepresentation cases. If you are an individual victimized by a corporation's commercial deception we welcome you to call to us at (310) 943-1171. Our proven litigators and investigators at KAASS Law will help you with your corporate fraud case.
Lyft’s third-party automobile liability policy will be your primary policy during Period 1. Lyft will also maintain $200,000 of excess liability coverage during Period 1. Period 1: The rideshare app is on, but you haven't been paired with a passenger. California law has the following minimum requirements.
Periods 2 and 3: Once you've been paired with a passenger and after they've entered your vehicle, the rideshare company, such as Uber or Lyft, are required to carry a $1 million liability insurance policy in California. This covers you and your passengers during Periods 2 and 3. Depending on the company, it may offer additional coverage during these periods as well.
If an Uber driver is involved in an accident with a passenger in the car, Uber and Lyft’s insurance will provide liability and collision coverage. However, they often won’t cover things like rental cars, lost wages, and medical expenses. Thus, It is in your best interest to consult with a Los Angeles Uber accident lawyer about your case before speaking with Uber or an insurance adjuster. With professional legal assistance, you will have more leverage in settlement negotiations with Uber and get the compensation you deserve.
A Los Angeles Uber accident lawyer can help Uber drivers recover damages for the following:
If you were involved in an Uber or Lyft accident in California, we invite you to hire our dedicated Los Angeles Uber and Lyft accident lawyer today. Our skilled Uber and Lyft accident attorneys leverage their considerable experience into obtaining significant settlements from insurance companies that are known for being reluctant to pay out on claims. You can rely on our experienced lawyer to carefully analyze the facts of your case to prove the facts necessary. To schedule a free consultation with one of our rideshare lawyers, call Kaass law today at (310) 943-1171 or send us an email through our online appointment form.
Importantly, all of these examples are regarding independent workers and because they are not your employees, the freelancers themselves are responsible for their taxes. However, since they are not your employees, you cannot have as much control over their actions. For instance, you can’t stop them from taking on other clients while they are working with you, nor can you dictate their day-to-day schedules or tell them how to do their job. In other words, they have far more freedom than your employees because they don’t express work for you, rather they work with you on a specific issue or situation.
The first and most obvious reason is that the agreement will help to protect your business and financial interests while you are doing work with a freelancer. The contract will detail exactly what work needs to get done, when it has to be completed by, and how much you are going to pay for that work. Another reason is that protects you from liability issues and helps to shield your personal assets. Also, should you ever go to court, you will have the signed agreement to easily show the judge what your expectations were for the service.
On the other hand, if you are the freelancer, having the agreement can help you get paid properly should you end up in a disagreement with the client over the payment. You also appear far more professional by providing a contract for your clients to review and sign. Lastly, the agreement demonstrates your willingness and commitment to work and get your job done with high quality, which can be very reassuring to the client.
As we alluded to, there are several key advantages to hiring an independent contractor, such as:
Here’s the thing. If the person you have contracted to work for you is entirely self-employed, then you will need to make sure that they complete a W-9 Form and you will need to fill out a 1099-MISC form, both of which can be electronically downloaded from the IRS website. You’ll want the W-9 form to gather your freelancer’s contact information and tax ID number, while the 1099 form is how they will report income their unique tax return. You are required to do this if you pay them more than $600 in a fiscal year. Your deadline is to submit those documents to the IRS and the contract worker by January 31st on the following year from when you hired them.
Bear in mind that the burden of proof is on you since the IRS typically assumes that someone is an employee, unless shown proof otherwise. Therefore, it is wise to keep all of those records and documentation in the event that the IRS asks for further proof that the contracted worker was not an employee of yours. This is for your own benefit as it results in your own protection from any audits or inquires from the IRS.
Freelance workers are becoming increasingly commonplace and the future for most small business is one in which preference will probably be given to simply take on independent contractors and freelancers instead of a full team of employees. More and more small businesses are going along with this model of having only a few core employees and many other freelance workers for their business. This is a lucrative model, especially for smaller businesses, because it is far more cost efficient and flexible. Therefore, it is in your best interest to look and see what kinds of reviews your freelancer worker has prior to signing into an agreement with them; having an idea of what previous companies have said regarding their work ethic is like having references during an interview with an employee–it can definitely help you to make the right decision as to who to hire for the job. Furthermore, by building positive and friendly relations with freelancers, you are setting yourself up for many good working relations for years to come, especially since those workers may also have other freelancer friends that they can refer you to if you ever need some extra work done in a pinch.
At KAASS LAW, our Glendale business lawyers are all about building long-lasting and meaningful relations with our clients and their associates. We believe in the ever-changing and evolving models of the future of business and we are here to make sure our clients have the smoothest experiences going forward with their brands and ideas. Whether you are a business looking to hire some freelancers and independent contractors, or whether you are a freelance worker who is self-employed, we are here to guide you along your financial journey. We have years of experience with connecting the right people for the job, and always stand by our clients. If you are thinking of drafting up an Independent Contractor Agreement, we definitely do not want you to go through that process alone. Contract law is a very complex area of law and we can greatly simplify your business by helping you with your goals. We work with small businesses and freelancers alike to ensure that effective contracts and agreements are written and agreed upon. We invite you to give us a toll free call at (310) 943-1171 to speak to our experienced contract lawyers today and to see just how much we can help your business out. So that way, you can keep doing more of what you love: stress-free.
KAASS LAW is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS LAW expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS LAW does not represent you unless you have expressly retained KAASS LAW in person at the KAASS LAW office.
KAASS LAW helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.
It is important to understand intellectual property rights and laws when auditing your intellectual property. With the rising significance of IP assets, most companies can greatly benefit from an IP audit, which is a complete, systematic review of a company’s intellectual property assets and its associated risk and opportunities. IP audits are so vital because they can assess and enhance a company’s IP assets, correct any issues in intellectual property rights, put underutilized IP to better work, identify any risks that a company’s products may infringe upon another’s IP rights, and put forth more efficient IP management habits and practices. A truly thorough IP audit will not only review and assess a company’s IP acquisitions, but also its IP-related agreements, contracts, policies, and even its competitors’ IP assets in a related industry or field.
Since intellectual property rights and laws are very complex and vague, IP audits by a lawyer or law firm that specializes in intellectual property law can conduct these matters. The company will appoint someone for the lawyer to work with, ideally someone from the company that is aware of the technical details of the company’s business and their IP assets. Typically, most companies will not know much about IP so the lawyer will usually provide an educational overview of IP and make some suggestions on how the company’s existing IP rights can have protection and improved based on the preliminary information they are provided regarding the company’s IP.
At this point, the audit continues to go more in-depth, potentially involving other key employees with involvement in the creation or acquisition of current and prospective intellectual property or technology for the company, with each person contributing their knowledge surrounding its research, development, sales potential and marketing outlook. If the company already has a greater awareness of IP, the lawyer can engage in discussions surrounding the company’s IP portfolio and its competitive positioning in their industry with relation to market trends and future demand.
IP audits have huge potential benefits for companies but their scope and purposes can change to better suit the company audit. For instance, general use purpose audits are wider and “bigger picture” in scope and they can be hugely helpful to start-ups and established corporations alike to both assess and protect their IP in addition to clearly outlining their future IP development needs. On the other hand, event-specific IP audits can be incredibly useful for companies that need to:
The thing about intellectual property is that it’s here to stay. Because it’s now more important an ever before to protect and look after your company’s IP assets, it pays huge dividends to understand how to best care for it. Any successful business, with well management and meticulously careful regarding its branding, products, and customer experience–of which intellectual property plays a more involving role with each passing year. So, since intellectual property is part of business, it necessitates management just like inventory, equipment, and company productivity. If a company doesn’t know what IP it has access to, then it can’t manage that IP nor protect it from infringement.
As such, perhaps one of the most important things an IP audit can offer any company is also perhaps one of the most basic pieces of knowledge and awareness–informing the company about which IP it owns and has exclusive rights to, so that the company can make effective executive decisions regarding its protection, development, and licensing.
Further, any already-existing IP contracts, like licensing agreements, independent contractor or consultant agreements, transfer and settlement agreements, and joint ventures can all have a review to make sure that your IP rights isn't dealing with a misusage.
Having your company’s IP protection by the law is a vital step towards pre-emptively preventing any future infringement, as well as protecting your assets in the event that it does happen. Intellectual property has a melange of state and federal laws which uphold and protect it so long as the government recognizes the IP. Thus, an IP audit can serve to identify any kind of error or mishandling on the company’s part toward its own IP. That way, the IP audit can shed light on which errors that needs correction and which pieces of intellectual property still need a patent, copyrighted, etc. These seemingly simple fixes are crucial to making sure your company maintains the exclusive rights to your IP.
Intellectual property law is intentionally vague and has many loopholes and cracks that can have exploitation. Many executives, businesspeople, and even non-IP lawyers will not fully understand the subtle differences between copyrights, patents, trademarks, and trade secrets, much less which are relevant and applicable to your company’s assets.
Further, they would not know the creativity and craftiness that is in need to obtain a U.S. patent or even which things are capable of being a patent, or where the limitations of the patent would lie. Since they aren’t aware of any of the aforementioned, they also would not be aware that new commercial and business opportunities in both domestic and global markets can have access into through clever IP licenses and that competitors’ efforts to obtain IP can stop and monitor along the way. Therefore, a huge value of IP audits is that it teaches executives, inventors, and marketers of your company about the value of IP and how to actively protect your IP opportunities before they lose to another company or brand.
Because intellectual property litigation is very costly and consulted, the stark reality is that most smaller companies oftentimes goes to forgo litigation even when they have a winnable position. IP audits can assist these companies in anticipating future areas of dispute and can aid them in planning effective avoidance strategies. For instance, an audit may identify a need for a freedom-to-operate study, which determines competitors’ conflicting IP rights and options such as designing around, licensing, or anonymously challenging competitors’ rights to the designs themselves. As such, an audit identifies weaknesses in the audited company’s IP rights that addresses and remedied with timely actions, resulting in stronger rights that are far less likely to challenge.
Because intellectual property has become such a huge player in modern industries and in online commerce, its monetary value is more important than ever. Since an IP audit provides companies with an up-to-date understanding of their IP assets and its value, the companies’ leadership is better equipped to deal with opportunities which may come up, such as a third-party offer to buy up the company, or a new sales or expansion opportunity that requires financing.
In conducting these kinds of IP audits, it’s most useful to may attention to:
Valuable product features that can be but aren’t yet patented, fixable issues in existing patents, invalid or incomplete employee agreements that pose a risk to competitors’ access to trade secrets, trademarks that are crucial to companies’ identities that are not yet sufficiently protected from copying, product designs, builds, and configurations that can be but still aren’t protected by design patents, patent and trademark royalty payment terms that have been ignored or violated, missing notices of patent, trademark, and copyright that limit the company’s authority to enforce IP rights and to claim damages, and lucrative opportunities for licensing IP into new markets. IP audits are directly responsible for millions of dollars worth of quantifiable benefit and profit to companies and corporations, especially for payment of patented tech that was not originally thought of as patentable.
Here at KAASS LAW, we value our clients’ intellectual property above all else because we recognize the innovation and creativity that it takes to create new and groundbreaking ideas, inventions, and designs. We protect our clients’ IP like our own because we understand its true value to the company and to the company’s morale and identity. We have worked with many individuals, entities, and businesses to assess, evaluate, defend and diversify their IP assets.
If you feel that your company has been underplaying the value of their IP, or even been completely unaware of just how significant a role that kind of asset can play, then we definitely encourage you to give us a toll free call at (310) 943-1171 to speak to our experienced intellectual property lawyers today. We work with our clients to make sure they always have the competitive edge in their respective industries and to ensure they understand their own worth and value. Knowledge and awareness can make all the difference when dealing with intellectual property so please do not hesitate to get in touch with us about any questions or concerns you may have.
KAASS LAW, 701 N Brand Blvd Suite 100, Glendale, CA 91203, (310) 943-1171
KAASS LAW is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS LAW. expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS LAW does not represent you unless you have expressly retained KAASS LAW in person at the KAASS LAW office.
KAASS LAW helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock. Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta. La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge. Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.
If you created and own intellectual property, you’ll want to protect and profit from it. There are two primary ways of achieving that. One way is by making use of the intellectual property yourself; for example, you could manufacture a patented product or sell original copyrighted products you have ownership of. Alternatively, you can choose to license the intellectual property to another entity, effectively granting them the right to manufacture your patented product or make use of your copyrighted material in some way. That’s exactly where licenses come into play. They are basically contracts which help you regulate, manage, protect, and profit from your intellectual property and creations.
A licensing agreement permits an intellectual property rights holder (AKA the licensor) to make profit from an invention, creation, or novel work by charging a user (AKA the licensee) for the product’s use, distribution, or commercialization. Licenses also serve to protect proprietary rights in other related fields, like software development and other OS or virtual products. Importantly, you should know that you have the ability to use licenses to give someone permission to utilize your intellectual property in a certain way for a specific period of time for a particular price.
For the most part, all kinds of intellectual property that you will encounter fall nicely into one of the following four categories.
Since intellectual property law is one of the most complex areas of law, requiring tons of cross referencing with both state, federal and international law, it’s in your best interest to ensure you have an intellectual property lawyer in place to safeguard your rights and creations. Outside of that, the US Patent and Trademark Office (USPTO) and the US Copyright Office also offer invaluable information about the intellectual property registration process. A few intellectual property safety measures, such as copyrights, happen automatically in certain scenarios but even those should get formally registered with the government. Several other protective measures, like patents and trademarks, are granted by the USPTO and for those the application process is even more convoluted. As for trade secrets, those often don’t get “registered” formally at all, but they can still be subject to some protective measures in place through a variety of state and federal laws.
Despite all those intricacies, licensing agreements do not always have to be so long and hard to understand. If you think about it, an effective agreement is one that is upfront and transparent because it is more likely to be agreed upon and respected by both parties, and, ultimately, it’s more likely to be upheld and enforced by the courts. As such, there are certain terms, condition, and factors that you’ll always want to address in the majority of licensing agreements surrounding intellectual property.
The first major issue you’ll want to address is the scope of the license. For example, do you want the licensee to have unlimited use of your intellectual property, or do you want the licensee to only use your intellectual property in specific ways for a limited period of time? In this sense, you can think of licensing as assigning limited use rights for property to the leaser. The rights that the agreement provides should be broad enough so the buyer is interested in their stake in the deal, but narrow enough that you do not relinquish permanent, uncontrollable power over your valuable creation or asset. Imagine that you created a great song track that a company wants to use in the intro and outro of their latest ad campaign. You’d want to draft up a licensing agreement that limits the edits that the company can make to your original track, sets a time limit for how long the track can be utilized by the company, and ensures that the company provides credit to you somewhere in the ad or the website so that viewers can be aware of your work and your name.
Besides the scope, drafting up terms that describe and regulate the profits and revenue that your creation will generate is crucial. Some license agreements will simply work by having a one-time licensing fee, paid out in full. In this version of the deal, the licensor will immediately pay you some agreed upon amount and then they will be able to use your creation for a fixed period of time. Another way it could go down, is through recurring payments and profits such as royalties or monthly leases. In this scenario, the licensor has to pay you quarterly payments over over the course of the entire leasing period. It’s up to you to think about which of those arrangements would work best for your given needs and situation.
While the scope and revenue aspects are arguably the two most relevant parts of any licensing agreement, there is a plethora of other factors to consider mentioning as well. These can include:
Problems can always emerge in the realm of intellectual property and even after a licensing agreement is signed, sometimes the licensor may use your creation in a way that violates the terms of your agreement. They can breach the contract if they fail to compensate you fairly as per the agreed upon terms in the licensing agreement, by sub-licensing your property elsewhere against your agreement, or by any number of other means that can violate your terms. In these scenarios, you have the right to file a lawsuit against the party that committed the breach of your agreement in an attempt to enforce your intellectual property rights. You can seek remedies through damages, losses, or other harm that you may have sustained as a result of the licensee breaking your agreement.
As we have seen, intellectual property law is unfairly complex and tricky to navigate–especially on your own. This is because licensing agreements and intellectual property management requires specialized knowledge of state and federal laws pertaining to your rights as well as a strong awareness of business practices and judgements. To make sure you have the best experience with your new creation and to honor the integrity of your intellectual property, it is vital that you have access to skilled Glendale intellectual property lawyers in this particular field of law. We at KAASS LAW believe in your ability to produce meaningful novel works of art and innovation and we fight to ensure our clients receive the correct treatment and compensation for their intellectual and artistic property. If you or a loved one need legal counseling or help surrounding an issue regarding intellectual property, licensing, trademarking, or copyrighting, then do not hesitate to contact us. We invite you give us a call at (310) 943-1171 to speak to our Trademark and Patent lawyers today. KAASS LAW, 815 E Colorado St #220, Glendale, CA 91205, (310) 943-1171
KAASS LAW is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS LAW expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS LAW does not represent you unless you have expressly retained KAASS LAW in person at the KAASS LAW office. KAASS LAW helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda.
Finally, prior to reaching a lasting agreement, a letter of intent, or LOI, must be produced by the seller, explaining the proposed sale at length. It’s up to the buyer to have the presence of mind to make sure that the purchase agreement contains the same terms as the LOI does to avoid any future discrepancies which may arise.
Stock purchase agreements get broken up into several sections that aim to define what certain terminologies mean and to describe how the transaction process works. The contents of a stock purchase agreement will typically resemble the following:
The first part of a stock purchase agreement is called the preamble. In it, the agreement is formalized and the respective parties are identified as well as the date of the contract and purchase. Typically, parties are referred to as either “seller” or “purchaser”. After these key points of information get stated in the preamble, the next section begins and it is normally called the Recital. This part serves as the main meat and bones of the agreement outline.
The definitions section is the first article on most stock purchase agreements as it defines certain key terminologies and phrases which will get used all throughout the agreement. All of the relevant terminology that gets defined will be either boldfaced or capitalized and they will usually be listed in alphabetical order. The attention to detail with the terminology definitions is very crucial, because while it can be very tempting to skip through this section, understanding exactly what these terms mean in the context of the purchase agreement is key since it can drastically impact the meaning of the agreement. Therefore, you really should take the time to read through the whole section so as to familiarize yourself with the wording and its meanings within the agreement. In particular, words such as “liabilities”, “material adverse effect”, and “seller’s knowledge” can all have huge effects on the contract just depending on how they are defined in a particular context.
In this part of the agreement, the exact terms of the sale will be outlined at length. It will contain a part that refers to the seller transferring ownership or selling to the purchaser or the buyer acquiring from the seller some specified amount of shares. Further, the purchase price and any adjustments made to it will be clearly shown here, including:
In this segment, the seller’s warranties are stated expressly and get defined. Untruthful or incorrect representations of warranties can result in the liability of whichever side made the statements. This may include statements concerning past and future facts related to the business, such as:
For the most part, this part of the agreement is identical in function to the previous section, except that it focuses on the warranties and representations from the buyer’s side. Oftentimes, these two sections mirror each other quite closely. Since the buyer usually pays cash for the stock, their warranties may be more limited than the seller’s.
Most deals have a set time frame from when the parties agree to sign off and the actual closing. Because of this limitation, the covenants segment of the agreement outlines things that each party should avoid doing during that time frame. Typically, this translates into a long list of actions that need to happen during that time period in addition to some actions which are outright prohibited until the closing of the arrangement.
This part of the agreement is comprised of terms and conditions that either need to be met or waived prior to the time that the arrangement closes. These conditions often include both sides carrying out their pre-closing covenants and ensuring that all terms are fulfilled.
Article seven aims to clarify indemnification rights by stating the terms whereby the other party gets compensated just in case one party breaches their contract. It will also typically include a section discussing the losses that may arise from specific cases. You can expect this section to talk about:
In the eighth article, you’ll encounter details about each party’s right to terminate the contract. This will typically cover some of the follow reasons for termination:
The final section of an agreement will always end with a section that goes over any miscellaneous provisions. These provisions touch base on several subjects, like:
Stock Purchase Agreements matter because they articulate the terms of a sale and they put it into writing. They can prevent arguments or misunderstandings that would otherwise end up in court. Furthermore, the agreement also gives the buyer more faith in the transaction since the seller has the chance to describe why they are selling. Lastly, it also details other important details, such as warranties, dispute resolution means, and covering costs when unexpected problems cause loss.
Admittedly, there are few situations where having a Stock Purchase Agreement wouldn’t be useful, such as:
Even then, however, an SPA can only help, never hinder you.
There are a few instance as to why a Stock Purchase Agreement is crucial to use, which may include the following situations:
Some common mistakes that people make is thinking they don’t need to make a Stock Purchase Agreement because the person they’re selling to is someone known. That decision affects your whole company, so there’s no room to leave things to chance or faith. Similarly, simply filling out a pre-made stock purchase agreement template from the internet is probably not a great idea either as it likely won’t contain all of the relevant clauses needed for your business. It’s always best to have legal professionals craft your document after meeting with you to assess the individual needs and interests of your business. That’s where we can help you.
We have extensive experience with drafting and filing Stock Purchase Agreements for our clients. We invite you to give us a call at (310) 943-1171 to speak to a California corporate attorney today. Our lawyers in Glendale, Los Angeles County, California, will ensure that your transactions are always in your best interest.
KAASS LAW, 815 E Colorado St #220, Glendale, CA 91205, (310) 943-1171
KAASS LAW is authorized to practice law in California. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS LAW expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS LAW does not represent you unless you have expressly retained KAASS LAW in person at the KAASS LAW office. KAASS LAW helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda. Get Directions on Google Maps
Next, California corporation's have to prepare and file your Articles of Incorporation to the Secretary of State’s office. These documents are what the state will use to establish your corporation as a business entity. The articles must contain the name of the corporation, its purpose, the name and address of a registered agent, the street address of the corporation, the amount of shares that the corporation is authorized to issue, and the signatures of the incorporators. As it pertains to outlining the shares of the corporation, your Articles of Incorporation must account for some specifics. If the corporation will have only one class of shares, then the articles of incorporation must list out the total amount of shares that the corporation is authorized to issue. On the other hand, if the corporation is to have more than one class of shares, then the articles must account for the total amount of authorized shares in each class, the designation of each class, and the rights and restrictions that may apply to each class.
In California, every corporation must have an agent for service of process in the state. This agent has to be a person living in California or corporation that has registered within the Secretary of State’s office as a corporation. The registered agent agrees to receive legal papers on the corporation’s behalf, in the event that legal action is taken. A corporation cannot be its own registered agent. Lastly, note that the registered agent, be it person or corporation, must have a physical address, meaning a PO box is not sufficient. Next up, you’ll want to set up your records book. California Corporations Code 1500: It Pays to Keep Receipts Pursuant to California Corporations Code 1500, your corporation must keep track of important internal information. For this reason, you must set up a corporate record book (physical or virtual), in which you document important corporate paperwork, including minutes of director and shareholder meetings, stock certificates and stubs and shareholder information. Once again, this record must be quite extensive and thus the information it contains is also highly sensitive. It is vital to ensure that the physical and cybersecurity of the record book is of a high standard. It may pay dividends to see our in-depth article about your options for corporate bookkeeping here.
After you’ve taken care of the method of record keeping, you’ll then need to specify the people who are applying to form the corporation. California law allows for one or more persons, corporations, partnerships, or associations to form a corporation. The people who apply to form the corporation are called incorporators and they are responsible for filing the articles of incorporation. The incorporators should also elect directors and officers, and agree upon corporate bylaws. Upon selecting directors, the incorporators have no further responsibilities. The requirements for specifying incorporators are that the corporation must have at least one incorporator and that their name(s) be listed on the articles of incorporation.
Once the incorporators have named the directors, your new directors will have the responsibility of setting and carrying out corporate policy. From then on, those directors have fiduciary duty to the corporation and its respective shareholders, which ensures that they must always act in the corporation’s and the shareholders’ best interests. The requirements for specifying directors for your corporation are only that there must always be at least one director and that the maximum amount of directors is proportional to the maximum amount of shareholders.
After your corporation has specified its directors, California law requires that your corporation state its purpose. While a statement of purpose may not sound particularly complicated, it is actually a very nuanced part of the procedure to forming your corporation. The reason for this is that you would ideally want to leave the purpose statement as vague as possible so as to cover as much breadth and scope as possible. This would enable your corporation to operate within all possible boundaries of the law as it pertains to business. Therefore, it’s imperative to use generic language for your corporation’s purpose statement. For this part, having legal counseling is particularly useful because a seasoned business lawyer will know the best way to word and compose such statements.
Lastly, the final thing you will want to do is to draft up and sign off on corporate bylaws with the incorporators and directors of the corporation. The irony is that this crucial document is not actually required to be submitted to the Secretary of State’s office like the rest of the Articles of Incorporation are, but they are nonetheless vital to have for the smooth upkeep and maintenance of your corporation. This is because incorporation bylaws describe how the company will conduct its operations, how directors and officers are to be appointed, their duties and the manner by which executive meetings take place. It is required that you have your corporate bylaws handy at the corporation’s headquarters. They must also specify whether there is a maximum limit to the amount of directors the corporation can have, or whether that maximum will be determined later by a board or shareholders. It’s also worth noting that there can’t be anything illegal written into the bylaws because state and federal law supersede its authority. Bylaws are also extremely useful for showing that your corporation is legitimate to potential investors and to the IRS.
The process of forming a corporation can be daunting and tedious, but you do not have to face it alone. As alluded to earlier, experienced business lawyers can greatly speed up and smoothen the process of formalizing your corporation as a legal entity. Our team of California business lawyers have many years of experience with the process and can help your company achieve corporation status quickly and effectively. We invite you to give us a call at (310) 943-1171 to see how a Glendale corporate formation lawyer can help. Our lawyers in Glendale, Los Angeles, California, are dedicating to providing the highest quality legal services for all of our clients.
Under Penal Code § 1203.4, an expungement essentially discharges a person from whatever sentencing they were given due to being convicted of a crime. One powerful advantage that expungement offers is that an expunged conviction does not typically have to be disclosed to potential private employers or institutions. As it stands, California law prevents employers from inquiring about an applicant’s previous criminal record until such a time when the employer proposes a legitimate offer of employment. However, once a conviction gets expunged, it doesn't need to be revealed to an employer even after the employer makes a job offer. However, you may still be required to disclose the expunged conviction if filing any applications with government organizations such as for professional licensing with the Contractors State Licensing Board; State Bar of California; Medical Board of California; California Board of Pharmacy; California Department of Real Estate; California Board of Accountancy; or any such other licensing board that requires a Live Scan for California Department of Justice (DOJ) and Federal Bureau of Investigation (FBI) level criminal history record checks.
Someone who was sentenced for a crime in California is eligible for expungement provided that:
Individuals are not qualified for expungement in the event that they:
Expungement is a huge step forward for many individuals who have been accused of a crime. This crucial step allows for a much easier re-entry into society and we can help you to get there! If you or a loved one may benefit from an expungement, give us a call at (310) 943-1171 for a free criminal defense consultation with one of our Glendale criminal defense attorney today. Our lawyers in Glendale, Los Angeles, California, are dedicating to providing the highest quality legal services for all of our clients. Get Directions on Google Maps
Lastly, it’s also definitely worth making sure that your chosen LLC name doesn’t infringe upon any potential copyright issues. If your name is too similar to another LLC’s name, then you may be held in contempt of copyright violation.
This second step is arguably the most important one on the list. You will have to create and file Articles of Organization. These are important documents which outline and affirm the initial statements required of you to form an LLC. The Articles of Organization will be filed to the state secretary’s office and, once approved, they establish the LLC as a registered business entity within the state.
The information that is required typically includes the name of the LLC, its registered address, the names of the owners and their roles, as well as a few more key points of information about the LLC. These documents are used by the state government to keep track of which LLCs are claimed and who their registered agents are. Registered agents must be designated in order for your LLC to get formed because that person will have legal authority to respond to any legal documents that your LLC may receive.
Lastly, you’ll want to draft up an Operating Agreement. This is an extremely important part of the LLC creation process because it plainly establishes the business’ financial and operational decisions, the processes for arriving at those decisions, the protocols and chain of command, as well as many other rules, regulations, or provisions. The main reason you’d want to spend quite a bit of time working on the specifics of an Operating Agreement is that it outlines and governs the internal operations of your business in such a way that is most suitable to the specific needs of the business owners. Therefore, by investing time in writing it out now, you will save a lot of frustration, confusion, and time later down the line.
Do note that once signed by the member-owners of the LLC, the Operating Agreement acts as an official contract which binds them to its terms and conditions. The legal significance of this document is yet another reason to spend time on it–should any legal disputes or issues arise between the owners of the LLC, the operating agreement is one of the first things the courts will point to. As such, you’ll generally want your operating agreement to mention:
Also, bear in mind that the Operating Agreement must be completely transparent and agreed upon by all members of the LLC. You will all have to sign the document affirming your assent to its terms and rules.
There are many points to make sure you get down in just right way while filing the documents for forming your LLC. In particular, the Articles of Organization and the Operating Agreement are so crucial to get right that the future of your business depends on it. That’s a very tall order to ask of anyone to complete on their own. That’s where we come in; you do not have to go through that process alone. We can help you with the filing of these documents so that you can focus more on your business and worry less about the details. Give our office a call today at (310) 943-1171 to speak to our experienced California business lawyers. We will make the process as smooth as can be.
KAASS LAW is authorized to practice law in California. Our lawyers in Glendale, Los Angeles County, California specialize in offering services for multiple practice areas. The above content is intended for California residents only. This content provides only general information which may or may not reflect current legal developments. KAASS LAW expressly disclaims all liability in respect to actions taken or not taken based on any of the contents of this website. The above content DOES NOT create an attorney-client relationship. KAASS LAW does not represent you unless you have expressly retained KAASS LAW in person at the KAASS LAW office. KAASS LAW helps clients in: Los Angeles, Burbank, Hollywood, Glendale, Van Nuys, North Hollywood, Studio City, Highland Park, Eagle Rock, Sunland, Tujunga, Sylmar, San Bernardino, La Crescenta, La Canada, Beverly Hills, Westwood, Santa Monica, Brentwood. Pacoima, Montebello, Commerce, Alhambra, Downey, Bell, Maywood, Walnut Park, Vernon, Lynwood, Echo Park, Silverlake, Mission Hills, Northridge, Woodland Hills, Encino, Canoga Park, North Hills, Porter Ranch, Chatsworth, Reseda. Get Directions on Google Maps