What We Do

Whether you’re an individual setting up your first company or a seasoned entrepreneur, you need expert legal advice when forming your business entity. Entity types all have advantages and drawbacks. Goings Legal works with you to determine which entity most aligns with your goals and works to your advantage.

Goings Legal offers expertise in:

• business strategy
• business formation
• nonprofit formation
• bylaws, operating agreements, and shareholder agreements

What is a business entity?
A business entity is the structure your business takes, such as sole proprietorship or corporation. Depending on the entity type, a business can be separate from the owner or tied to them personally.

What entity am I?
If you haven’t taken the steps to form a separate entity, the default structure is sole proprietorship.

Do I need a separate entity?
It depends. There are benefits to separating the business entity from you personally, but whether this is the correct move depends on your preferences.

We encounter contracts in nearly every aspect of our lives, from your lease or mortgage agreement to the social media and software you use. While these contracts may be annoying to read as a consumer (in fact, many don’t!), they are extremely important. As a business, you have a greater need for detailed contracts covering everything from ensuring your business and its intellectual property are protected to structuring business deals.

Goings Legal offers expertise in:

• contract drafting
• contract review
• contract revision
• non-disclosure agreements (NDAs)
• licensing
• assignments

What is a contract?
At its simplest, a contract is a binding agreement between 2 or more parties consisting of an offer, acceptance, and consideration. The offer is the initial ask, a promise to do or not do something in exchange for something of value. Acceptance occurs when the parties agree on terms and the person offered accepts the offer. Consideration is the “something of value” previously mentioned; consideration is usually money but can be anything (legal) that the recipient deems of value.

Does a contract have to be written, or can it be verbal/oral?
Contracts are enforceable whether written or verbal. The challenge becomes proving the existence and terms of an oral agreement. Unless one person can provide evidence to support their claim, verbal contract disputes are just one person’s word against another’s. This is why I encourage everyone to get something in writing. Even better is formalizing the agreement with a well-drafted contract from an attorney.

Developing the next breakthrough software? Creating written, audio, and/or visual content for yourself or another? These works are an integral part of your intellectual property portfolio and are valuable business assets. You know you need to protect these things, but do you know how? Goings Legal takes a proactive approach, working closely with you to identify and protect your assets now to avoid disputes later.

Goings Legal offers expertise in:

• identifying copyrightable material
• copyright registration
• strategizing what to register
• devising strategies to protect your IP portfolio
• licensing strategy, negotiations, and drafting
• stopping misuse of your protected material

What is a copyright?
A copyright protects original, creative works. Works such as art, graphic design, movies, music, books, and even software can be protected by copyright.

What does a copyright give me?
A copyright gives the owner 5 different rights. The right to:

• reproduction
• distribution
• public display
• public performance
• make derivative or adaptive works

Do I have to register to get a copyright?
Contrary to what many think, you do not have to register a copyright to get protection. Copyright protection is granted as soon as a qualifying work is created. However, registration does afford the copyright owner extra benefits: 1) registration is required to file a lawsuit; 2) registration acts as a presumption that you are the rightful owner of the copyrighted material; and 3) registration allows the recovery of statutory damages (minimum of $750 per work).

Should I register all my works?
It depends. If you derive income from the material, then definitely yes, but if it is supplemental material (such as informational blog posts), then it may not be worth the money. Goings Legal can help you determine what materials and works you should register.

When should I register?
If you are going to register the works, it is best to follow this advice: register early and register often.

Confidential information can be an extremely valuable asset to your company. Properly protecting that information is particularly important in the digital age due to ease of access and transfer. The interconnectedness of today’s market with the increase in collaborations, business partnerships, and increased mobility of employees and vendors puts an even greater emphasis on the need to protect your company’s information.

Goings Legal offers:

• education and assistance in identifying confidential information and trade secrets
• counsel on best practices for protecting trade secrets and other intellectual property internally
• education and assistance developing company policy for handling confidential materials
• strong confidentiality agreements to prevent disclosure of trade secrets
• strong non-disclosure agreements to protect you while you pitch

What are trade secrets?
Broadly speaking, any confidential business information which provides an enterprise a competitive edge may be considered a trade secret. Much like patents, trade secrets can protect business practices, manufacturing processes, and compositions or formulas, but they can also include software source code, client lists, and much more.

How do I protect trade secrets?
Basically, keep them a secret. The fewer people that know the information, the better for you. And for those to whom you do reveal confidential information, be sure to have strong company policy and/or contractual restrictions on what, if anything, and to whom they can reveal the information. For example, KFC has strong security measures in place to protect its “11 herbs and spices” blend. Only one copy (physical or digital) of the recipe exists, and it is kept locked in a vault. KFC also uses three different companies to produce the spice mix: two to mix the halves, and a third to combine them into a final product.

Can someone copy my trade secrets?
Contrary to the rigid, monopoly-giving protections of patents (even against independent discovery), it is legal for any third party to use the confidential information of another. However, the knowledge must be discovered through legal means, such as independent research or reverse engineering. For example, the LISTERINE formula was a trade secret until others discovered the formula; now, the formula is public knowledge, free for anyone to use.

What happens if someone steals my trade secrets?
If a third party procures confidential information or trade secrets through illegal means, you can file a lawsuit against the culprit(s) to prevent them from using the information. You may also be able to obtain damages for the theft. However, once trade secrets are revealed (depending on the extent to which they are made known) , it may difficult to keep enforcing them.

Releasing a great, new product or service? Working to create or strengthen brand recognition and expand your market? Whether you already have a strong brand or are just making an entrance, forging a business that stands out is imperative for success in a competitive entrepreneurial environment saturated with products and services! Owning a registered trademark is one step toward that goal. Having a registered trademark can not only protect you from imitators and knock-offs, a strong mark identifies your product and its source to consumers and distinguishes it from the competition.

Goings Legal offers expertise in:

• searching and advising on trademark availability
• choosing a strong, distinctive mark
• trademark registration and renewal
• how to appropriately use and maintain your mark
• licensing strategy, negotiations, and drafting
• brand portfolio management strategies
• stopping misuse of your marks

What is a trademark?
A trademark is a source identifier, informing consumers who is providing the goods or services and assuring them of consistency in quality. Put more simply, a trademark is your brand. A trademark can be your company/product’s name, logo, a slogan, or even distinctive colors like the green and yellow of JOHN DEERE.

Do I have to register for protection?
No, trademark protection arises from use. Simply by using the mark in commerce, you gain common law protection against infringement of your mark. However, this protection is limited and can be difficult to enforce.

Why register?
While trademark rights arise from use, a registered trademark provides extra benefits, such as an expanded geographical scope of protection.

When should I register?
You should register as early as possible. Remember, though, that trademark rights arise from use, so you must use the mark in commerce before you can register it. The sooner you register, the sooner you have broad protection and peace of mind. However, it is important that you consult an attorney early in the branding process (definitely before spending time and money on branding, and possibly even before settling on a name and logo). An attorney can guide you in the right direction, helping you choose a distinctive mark and eliminate choices that may conflict with existing marks.

State vs. Federal
There are 2 types of trademark registration: state and federal. While common law rights give you rights in your area of operation, a state registration protects your mark across the whole state, but it is limited to that state. A federal registration gives you rights across the entire US. However, you must meet stricter qualifications to obtain a federal registration.