Innocent Until Proven Guilty?…

February 26, 2015

One of the biggest problems we see as IP Specialists is disputes over ownership. These rarely go all the way to Court, but in the case of Innocent Drinks and the “dude” logo, the stakes were high and the matter did!

Intellectual property is often termed a monopoly right by lawyers. In practice this means winner takes all! You either own it and control it or you don’t. In between ownership and use, there is a raft of commercial possibilities – and elephant traps. One of which Innocent and their brand creators Deepend fell into.

Back in 1999, a design agency called Deepend created the well known “dude” logo for the then start up Innocent Drinks company – now known as Fresh Trading Limited.

Deepend and Innocent did a deal – without lawyers. They agreed in unsigned heads of terms that Deepend would create the branding and design for Innocent, and Innocent would allot them shares in the start up company. Deepend created the brilliant bottle logo design we’re all so familiar with…

Innocent never gave them shares. No contract was signed.

Let’s fast forward here 15 years, and Innocent drinks have of course become outstandingly successful – no doubt in part measure because of their branding. Deepend would have liked some kind of shares or payment but none has been forth-coming. And thanks to a recent High Court decision, Innocent now own the copyright to the logo, but Deepend haven’t and won’t be paid. (Subject to an appeal of course!).

A Lesson To Be Learnt?

The lesson is this – mere promises ARE NOT enforceable! Harsh but true. The directors or employees you are now in business with may not always see things as you do. People fall out and move on. If you are a supplier, make sure you will get paid by using a properly drafted contract. If you are a director or shareholder make sure the company has control over its intangible assets. There are few certainties in life but one that we see regularly is that if it is of value then people will fall out about it and getting clear contracts in place is often money invested against future disputes.

If you have any concerns about disputes over ownership, give one of our team a call for a no obligation chat on 0113 4032102 or email us!


Kim Highley – TOP ETAIL TIPS to stay safe and shop happy online this Christmas

December 19, 2014

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How much of your shopping was done online this year?

Check out this latest newsletter by Kim Highley to make sure you know your rights and keep yourself safe online over the holiday period.

We suspect that like 50% of UK Citizens this year, you will have used the internet to buy more than half of your Christmas presents.  This figure is at an all-time high and whilst online shopping offers so many advantages, there are also risks in the form of e-crime and online fraud which we should all keep in mind.

So why has the online shopping revolution really picked up pace this year?  Many analysts in the Etail sector believe it is thanks to the development of easy to use apps for smartphones and tablet computers.  Add in to the equation enticing offers from major retailers, not just on Black Friday and Cyber Monday but all season.  For example, Amazon, Marks and Spencer, Currys and Asos have offered as much as 70% off some of their lines this month.  With such high demand and enticement it is hardly surprising that some websites have gone down with technical difficulties.

We set out below some crucial golden tips for your next digital purchases, whether these are for last minute presents or the January sale items.

Download it Here – Top Etail Tips to stay safe and shop happy online this christmas by Kim Highley


Flying the Flag! Liz Ward Speaks on Exporting.

November 20, 2014

Liz at UKTI

Our very own Elizabeth Ward was flying the flag as she lectured at the recent Export Week event organised by the UK Trade and Investment department.

Wearing her bespoke Anita Massarella Union Jack dress Liz spoke to a packed crowd of delegates on the importance of Intellectual Property when looking to export.

The Key points of her presentation were:

1. What is Intellectual Property and why is it important to the UK?

2. Where is the Value in your Business?

3. Why does your IP become crucial when you export?

4. Registering IP is only half the story. Why good contracts matter.

Here at Virtuoso Legal we are big believers in exporting and regularly work with UKTI and other organisations to really highlight the values that exporting can bring to a business.

Not only have we helped people start exporting we have also worked tirelesly to pick up the pieces when it all goes horribly wrong.

Unfortunately not all of our clients come to us before they begin exporting and to often find that businesses are having their good ideas stolen and exploited.

If you would like advice on exporting or are interested in having Liz speak at one of your events please do not hesitate to get in touch by using the details on our contact page.


Lending against your IP assets – fact or fiction?

April 1, 2014

how-to-work-out-the-true-cost-of-borrwingMany businesses recognise that their patents, trade marks and copyrights are hugely significant to the business and that these issues are important Board room topics. A well known brand has enormous pulling power and in today’s consumer lead society, it pays to be associated with the right brands. Technology protected by a proper patent portfolio will deter the competition from copying; and in today’s content driven society, a good website and copyright material can make or break a business. Why is it then that IP is so over looked when it comes to attributing a value to it or lending against it?

Many businesses don’t put a value on their balance sheet for IP for the simple reason that accounting standards don’t allow it unless the IP has been “bought in.” As a result of this historic standard, many SME’s are now choosing to hold their IP in an IP holding company, thereby acquiring the IP in from the trading company, and attributing a proper value to it. This has the added benefit of holding the IP at arm’s length from the uncertain trading conditions of a trading or manufacturing arm of the business. Transferring the IP is a relatively straight forward procedure but care must be taken to:

  1. Obtain a proper valuation of the IP to be transferred.

 

  1. Ensure the IP is legally assigned by a specialist IP lawyer.

 

  1. Ensure the IP is licensed back to the trading company for the purposes of protection from copying, the patent box etc.

One of the main issues at the moment is finding a valuation that is robust enough to withstand scrutiny, without spending a fortune. This is possible with some on-line valuation tools. More complex valuations are also undertaken but are generally only used where there is a damages calculation to be done for the purposes of litigation.

The good news however, is that the UK Government is pressing lenders hard to take account of IP assets in business. This means that some lenders are now seriously looking at lending against IP portfolios. This firm has in the last 2 years undertaken securitisation of a £1.5 million trade mark portfolio and has advised pension funds lending against brand assets. We’re also aware of specialist lenders who will lend to businesses against IP licensing streams. We completely welcome this change of attitude by lenders. In fact as IP is now usually the major contributor to company value in our view it can’t come soon enough.

Elizabeth Ward

Virtuoso Legal www.virtuosolegal.com

Contact liz@virtuosolegal.com or 0113 237 9900 and 0207 406 7490


What Will the Proposed New Cyber-Directive Cost You?

March 21, 2014

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With fines of up to 100 million Euros it isn’t difficult to see why the passing of the proposed Network & Information Security (“NIS”) Directive (commonly known as the “Cyber security Directive”) by the European Parliament has got businesses sweating. The recent high profile breach of Morrison’s employee payment data demonstrates that there is need for tighter and more effective data regulation. However at what price does the cost of data protection become unacceptable and who should bear these costs?

The Directive’s aim is to strengthen the European Unions resistance to cyber-security threats and to promote reporting of data breaches. The passing of the Directive legitimises the view that the EU perceives data protection as a fundamental right. The full details of the Directive can be found here. It must be stressed that this new directive will not affect all businesses; its remit covers any business deemed to be a part of the critical supply chain, or a major technology service provider. This though is just the starting point, as data collection and transfer becomes more commonplace, it will not be long before stringent regulations are extended further.

Those businesses that will come under the Directive will face a number of concerns. Chief among them is cost, though equally concerning is the proposal to impose a duty to report significant breaches to a national authority. They fear that by being forced to disclose a breach they will open themselves up to investigation by a regulator and/or ridicule by the press. One only needs to assess the media’s reaction to the aforementioned Morrisons data leak for an example of the media frenzy it can cause.

The cost of fully implementing the new Directive though will be high, and this will be shouldered primarily by businesses. As Stephen Wares, Marsh’s Cyber Liability Practice Leader for Europe, the Middle East and Africa (EMEA), explains ‘The cost to business of implementing the changes required to comply with this piece of regulation may be significant, but the cost of failing to comply could be far greater.’ By imposing an increased duty upon companies to upgrade and enhance their data protection and data management procedures companies will now have to invest a great deal or face the consequences.

The high costs referred to are the fines of up to 100 million Euros or 5% of a company’s global turnover, whichever is the greater. As such insurance companies are rapidly assessing the risks involved were they to offer cover that could potentially be affected by the new Directive. It is clear that there is a strong will from the EU to give national regulators increased powers, with the suggested fining structure acting as an effective deterrent for non-compliance.

Regardless of the cost this move highlights the importance that data storage and management has acquired in recent years. With the value of many recently formed online companies, most notably Facebook, residing in its vast servers of user data; should we be surprised that legislation seeking to protect it is now being brought into place?

In conclusion though it could be suggested that businesses are still yet to appreciate the importance of data and the central role it is soon to play in modern business. As more and more of our details and personal information are collected and stored, the effort to steal and abuse that information will also increase. Again a recent example of this being the recent hacking and devaluing of the Bitcoin currency, that at is heart was a data currency. Hackers saw the high value and sought to take advantage. Businesses may want to therefore, for once, get ahead of the curve and begin protecting and managing their data in a way that shows deference to its potential future value.

Though they will have a little while to consider their options as even if the Directive is successfully passed, it will not be implemented until 2016 at the earliest.

If you are concerned about what these new provisions may mean for you or your business please don’t hesitate to contact Virtuoso Legal on 0844 800 8871 or email liz@virtuosolegal.com

Virtuoso Legal

21.03.14