Who does Eden Legal help?
Eden Legal for GCs / in-house counsel
- For specific expertise in digital business
- For specific English / Spanish law / English / Spanish language expertise
- For maternity, holiday, recruitment, sabbatical cover
- For contract outsourcing
- For due diligence outsourcing (for buy-side or sell-side)
- For a sanity check
- For legal budget management and smarter spending
Eden Legal for Founders/CEOs/CFOs
- For managing legal risks without the need to hire a permanent in-house legal resource
- For protecting and growing the business's assets
- For avoiding and resolving disputes
- For adding an independent data protection officer
- For doing good business
- For preparing for and attracting investment
Eden Legal for VCs/investors
- For overseeing spending
- For managing legal risks and compliance
- For ensuring shareholder consents are respected and rules of corporate governance are followed
- For reporting
- For preparing for an exit or listing
Minimizing risk
Being in business means you take risks. But risks can be managed and even eliminated by good planning and early involvement of your legal advisor. Eden Legal can help with this.
This doesn’t mean holding business up or preventing you from doing what you want to – it’s about being sensitive to the possible risks. You may feel that the risks are manageable or commercially reasonable - but building risk assessment into the process gives you the opportunity of making an informed decision. To help your business perform and grow better.
Many tech companies’ assets and value revolve around their ideas, work product and reputation. Whether you have raised funding, are looking for funding or providing funding to others, there is no alternative but to have (i) contracts nailed down; (ii) regulatory risks considered and addressed; and (iii) your ideas and original developments legally protected. Explaining to shareholders that their investment is gone or impaired because it didn’t seem a priority, you couldn’t justify the budget or no one else was worrying about it, is not something you want to have to do.
The clients Eden Legal can help most are those that have a high volume of contracts; whose business depends on high value intellectual property; or who deal in technical business sectors. Eden Legal can take over the burden of the volume of contracts; ensure that your most valuable assets are considered at every turn; and understand your business in order to know what’s really important.
Contracts
Contracts come in all shapes and sizes and contract partners have varying degrees of flexibility when it comes to negotiation. However at a minimum the contract needs to be clear and unambiguous. A contract that just favours one party isn’t likely to be a good basis for a lasting partnership. And a contract that is unclear can be a dispute time bomb.
Eden Legal can help rebalance key provisions such as: who is liable for what and can this be limited? Can you get out quickly and cheaply? If something is being created under the contract who owns it or who can use it?
Some contracts can’t be negotiated (app store conditions, commercial software licences, open source software licences). Nevertheless these still generally create a binding agreement which you need to consider properly before entering into.
And each customer or user you have is entering into a contract with you. You want to give them great products, experiences and value and solve their problems. At the same time you need to have them use your products, services and intellectual property properly, avoid abuses, terminate them if you don’t agree with their actions and protect yourself from liability if things go wrong. Copying from another site or app may seem attractive, but – if you’re serious – doesn’t cut it (and they will find out). Eden Legal can provide professional contracts that fit with the real issues in your business.
Projects
New projects may arise out of offers from contract partners or from internal business objectives. They may target monetization or customer acquisition. They may involve addition of new services, new forms of advertising or promotion involving use, combination or purchase of user data, geo-location, use of existing and new ideas, brands or designs. It’s one of the exciting parts of tech business. Doing things that haven’t been done before, or not in the same way.
Most things are possible. We know you want to hear yes. However, Eden Legal can help you think through where ideas meet real world laws (that aren’t always adapted to tech business).
You hold and use user data. You serve more or less tailored ads. You track and analyse usage. Your app may want to use all the functions of users’ devices – location, contact lists, camera, microphone… You may use servers or a third party processor based abroad. Are you sure you have all the consents required? Have you notified the data protection authorities? Have you considered whether particular security measures are required by law?
What’s your policy on handing user data over to the police? Eden Legal can advise on whether you are obliged to do so; or set up your privacy policies so that you are always entitled to do so when appropriate.
Any other innovations? Crypto, crowd-funding, crowd-sourcing, new employee remuneration schemes, prize competitions. Eden Legal can help decide how to manage and minimize legal risks.
Does your site or app have user generated content? If libel or other defamatory, discriminatory, obscene, threatening, copyright or otherwise illegal content is posted do you know whether you obliged to take it down or to reveal the ID of the poster? Eden Legal can assist with deciding whether and if so how to accept anonymous posts, what data you need from users, what steps to take if you detect or receive a complaint regarding a user post, and how to minimize the risks if a complaint does arrive.
Are you competing with existing regulated services (voice calling, medical, banks, taxis, hotels, legal, accounting, etc. etc.)? Disruption is a popular buzzword. But you also need to be ready for your services to be challenged by regulators, existing providers, trade unions, users, competitors. The more success you have the more you will be a target.
Some business sectors obviously face heavy regulation from the outset. Examples are alcohol, tobacco, gambling, adult, medicines and drugs, politics and campaigns, religion, copying or modding technologies etc. etc. Again, disruption is usually exciting and positive, but these businesses need careful preparation, maybe licenses or authorisations and definitely thinking through, often differently for different markets. Apart from local laws, local cultures, religious beliefs and sensitivities also affect the practical way in which these types of businesses can be run. Data protection, employee stock option plans, financial services, regulated products and services may involve criminal penalties. Eden Legal can help you to avoid making legal history.
Protecting and growing what you create
Innovations, inventions, domain names, brands and logos. Artistic works. Business methods, client lists, product roadmaps, your ecosystem of suppliers and investors; trade secrets.
These are the things that make your company unique and give it its competitive advantage.
- What proportion of the value of your company do they make up?
- How would you react if someone else copied or took them?
- If they did could you prove that you developed, designed, invented or wrote the first?
- If they did do you know how to stop them?
With care they can be protected. Eden Legal can help manage this for you.
Registration is an obvious answer for some items: trademarks (names, logos, domain names, designs, copyrights in some places). It comes at a cost but because it creates a public record of first use or ownership, is often taken as conclusive. Patents are complex and may be crucial for some mature businesses and ideas of significant novelty and value and possibly a waste of time and resources for others. Eden Legal can help you understand which.
Under many legal systems, creations by employees automatically belong to the employer. Do you know that this is the case with yours? Creations by freelancers, consultants or contractors normally belong to them – are you sure their contracts provide for all the rights you need to use and later sell what they make?
Employees or contractors will leave the organisation sometime – to the extent possible you want to make sure they don’t take your property to your competitors. Again this needs to be considered and protected in their contracts in the light of differing laws worldwide which may affect how these contracts can be enforced.
You probably send an NDA to every new business partner. Where did yours come from? What law applies (your law as the owner of the information, or the recipient’s law?). Do you know whether it’s enforceable? Is, say, five years protection appropriate in a fast moving tech sector? How many times do you sign the other party’s? Are you disclosing patentable information? What if you already have – or might want to have - an independent product or service similar to those of the business partners? Ask Eden Legal to check yours.
The value of trademarks, registered and unregistered, depends on their actual use (if you have used the mark first you may already have some rights – and Eden Legal can help you to prove this) and their enforcement (if you ignore obvious breaches then any later claim to stop the infringements may be seriously undermined).
A common scenario encountered by successful businesses is copycat apps or sites. These seek to exploit your investment in your branding and marketing either by association or actual copying and creating confusion for consumers that their (usually inferior) product is either provided by or endorsed by you. Do you know how to (discreetly) approach Google Play, iTunes, Twitter, domain name registrars or others to have them enforce your rights? Eden Legal has successfully done so.
For many businesses the innovations, trade secrets and copyrights are the main asset you have. If you create something for a business partner do you know whether it should belong to them or you? If to them should you also have rights of use? If you are acquiring something from someone else, can you be sure they have the rights to provide it? What kind of ownership or licensing rights do you need in order to use it? Do you need to give the author a credit? Eden Legal can ensure that contracts are coherent so that your rights are protected, you obtain all rights that you need, and that you have a remedy if rights are not properly transferred to licensed to you. Risk assessment and prevention and may in fact be some of your most valuable assets.
Avoiding and resolving disputes
Litigation is an expensive, time consuming, black and white, and uncertain way of resolving disputes – in summary, very unsatisfactory. But where there’s no other way, it’s what we have and better than the law of the jungle.
Eden Legal understands this and how the costs, management time, all-or-nothing results and delays usually only take away from your business. So Eden Legal’s approach is heavily prevention based – clear, unambiguous contracts which address the actual practical issues that are most likely to arise in your business are the best way of doing this with your contract partners.
But Eden Legal can’t stop business partners from becoming unreasonable. Eden Legal can’t prevent a patent troll from trying to make a claim. Eden Legal can’t stop past employees from bearing a grudge. Eden Legal can’t stop a regulator from taking a hard line on law enforcement. However, having Eden Legal on your side will already show them that you mean business, help you decide whether and for how long you can reasonably ignore them, and help take steps to minimize any future liability.
Eden Legal takes the attitude of being easy to work with - but hard to work against. We fearlessly represent and protect your legal interests and find the most cost-effective methods of doing so.