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Founders Overview

Founders Overview

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Published by Founder Institute

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Published by: Founder Institute on Oct 17, 2012
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Pratice / Industry
Event Name Goes Here
Pillsbury Winthrop Shaw Pittman LLP
 | www.pillsburylaw.com
 
Founder Institute – New York – Fall 2012
Pillsbury and The Founder Institute
Given your status as a startup company and association with The Founder Institute New York fall session, we will defer payment of $5,000 in legal fees relating to the Intellectual Property consultation and Initial Formation and Capitalization(details below). Pillsbury will offer Founder Institute NY participants a 20% discount on this special package if engaged byOctober 30, 2012. If Pillsbury is engaged by a Founder Institute NY participant between October 31, 2012 and November 14,2012, the participant will receive a 10% discount on the package*. That package includes the following:
Intellectual Property
 
Pillsbury can provide IP counseling packages for startups of all stages of growth. For many start-up companies, IP is themost critical asset and investors need to see that it is being protected. It is important to understand who owns variousintellectual property assets. Our approach includes providing a complimentary 1 hour consultation to understand what legalissues/questions you might have and to proactively identify issues of which you may not be aware. Based on thatcomplimentary initial consultation, we can develop a list of action items and provide you estimates (often fixed fee) for addressing those items.
Sample IP Package
Discussion and understanding of business model and any existing IP and developing a comprehensive IP strategyincluding patents, trademarks, copyrights and trade secrets
IP audit and review to identify legal issues, minimize liability and prepare for IP diligence by investors
Ensure ownership of existing IP and proper agreements to ensure ownership of later developed IP by employees,contractors and business partners
Prepare or Review Terms of Service and End User Licenses (if applicable)
Review of certain contracts impacting IP rights e.g., funding agreements involving with the Federal government,among others)
Corporate
Our decades-long history of committed representation has assisted hundreds of entrepreneurs and start-up companiesacross fast-paced, developing industries. To support clients’ special needs, we have developed further value-added serviceswith practical business tools and special educational programs including The Backstage Pass™. We also leverage our relationships with various established companies, nonprofit research institutions and academic institutions to foster jointdevelopment and ventures, sponsored research, and technology licensing.
Emerging Company Corporate Package
Initial Formation and Capitalization package includes the following: incorporation and organization of the Company(consisting of preparation of certificate of incorporation, bylaws, action by sole incorporator, board consent in lieu of firstmeeting and form of employee proprietary information and inventions agreement and assisting with the qualification to dobusiness in the state where your principal office is located), issuance of founders’ stock (consisting of preparation of restricted stock purchase agreement for founder or founders, assisting with the issuance of restricted stock to founder or founders and assisting with related securities law filings, if applicable) and issuance of warrant to Founder Institute,Incorporated, if required by Founder Institute, Incorporated (consisting of preparation of warrant, board consent to authorizewarrant, assisting with the issuance of warrant and assisting with related securities law filings, if applicable).
Payment
Pillsbury will defer payment of the $5,000 in legal fees (excluding filing fees and other out-of-pocket costs) relating to theInitial Formation and Capitalization (as described above) until the earlier of (i) the consummation by the Company of anyfinancing in any dollar amount subsequent to the issuance of the founders’ common stock to the founder or founders inconnection with the Initial Formation and Capitalization, (ii) the date that is 60 days after the date of receipt by the Companyof any initial revenue, or (iii) the date that is one year from the date of this engagement letter. For the avoidance of doubt, wewill not defer payment of legal fees for work performed on matters other than the Initial Formation and Capitalization. A$1,000 retainer will be required.
 
 
Pratice / Industry
Event Name Goes Here
Pillsbury Winthrop Shaw Pittman LLP
 | www.pillsburylaw.com
 
Founder Institute – New York – Fall 2012
Pillsbury and The Founder Institute
 ____________________________________ 
NOTES RELATING TO FIXED LEGAL FEES: Please note that the flat fee of $5,000 for the Initial Formation and Capitalization does notinclude the filing fees associated with the required corporate filings in the state of Delaware and in the state where the Company’s principaloffice is located, and does not include the cost of any federal and/or state securities law filings, if applicable, in connection with the founders’stock issuance or the issuance of the warrant or the cost of any other required filings (payment of all of the foregoing filing fees, as well asany other out-of-pocket costs that we incur on the Company’s behalf, will be the direct responsibility of the Company, and not included withinthe $5,000 flat fee). In addition, the $5,000 flat fee is subject to the following assumptions relating to the Initial Formation and Capitalization:(a) the Company will have no more than one office in one state (where we assume it will need to qualify to do business as a foreigncorporation), (b) there will be no preferred stock authorized for issuance in the certificate of incorporation, (c) there will be no more than 3individual founders, (d) no stock incentive plan will be implemented and no stock options or warrants will be issued to the founders or other third parties (except for the warrant to be issued to Founder Institute, Incorporated, if applicable), (e) the founders will pay cash (e.g., checksor wire transfers of funds) for their shares of founders’ common stock, and (g) the Company will open a corporate bank account directly(without law firm involvement). If any of these assumptions prove to be incorrect, additional legal fees will be required and will not bedeferred (we can discuss the incremental legal fees and provide estimates depending on the actual facts and circumstances).Complete details of engagement and associated fees will be provided in formal engagement letter.
 
Pratice / Industry
Event Name Goes Here
Pillsbury Winthrop Shaw Pittman LLP
 | www.pillsburylaw.com
 
Founder Institute – New York – Fall 2012
Pillsbury and The Founder Institute
Select Attorney ContactsJames Gatto
Partner 703.770.7754James.Gatto@pillsburylaw.comIntellectual PropertyVirtual Worlds and SocialMediaMr. Gatto created and is the leader of the firm's Virtual Worlds & Video Games team andco-leader of the Open Source team. He leverages his unique combination of over 25years of IP experience, business insights and attention to technology trends to helpcompanies develop IP and other legal strategies that are aligned with their businessobjectives. His practice focuses on all aspects of intellectual property, internet andtechnology law, including patent, trademark, copyright, trade secret and open source.His areas of technical focus include computer software, social media, video games,social networks, virtual worlds, mirror worlds, augmented reality, user-generated content,location-based services, business methods, Internet and e-commerce technology,media, financial services, bioinformatics, personalized medicine, optics, and wired andwireless telecommunications.He has extensive experience advising internet and social media companies on businessand legal strategies relating to virtual goods and virtual currency, handling terms of service and end user license agreements, (e.g. for online games, video games, virtualworlds and mirror worlds), developing DMCA policies, handling DMCA enforcement,privacy and COPPA policies and much more.
David Odrich
Partner 212.858.1643David.Odrich@pillsburylaw.comEmerging Growth &TechnologyCorporateMr. Odrich practices general corporate and securities law representing emerging andestablished companies in a wide range of transactions, including equity and debtofferings (both registered offerings, including IPOs, and private placements), mergersand acquisitions, venture capital, corporate partnering and joint venture transactions.Mr. Odrich also actively represents investment banks in connection with securitiesofferings as well as private equity funds (including merchant banking, venture capital andother funds) that invest in a wide range of emerging and established companies. Inaddition, Mr. Odrich represents lenders in connection with debt financings, both securedand unsecured (including in connection with leveraged buyouts).

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