The Ugly, the Bad and the Good Brent D. Fassett March 2005 Mason & Shephard The Ugly, the Bad and the Good Brent D. Fassett March 2005

The Ugly Prior Invention Disclosure Using Employer Resources, Customer Lists No IP Protection Talk to ATS Customers Documents Broadly Worded

The Bad Relying on “Our Interpretation” Non-Solicit Inexperience with VCs Option Proceeds Residuals Clause Letter to Co-Worker

The Good Programmed on Vacation/Off-Time with Own PC Nova Does Not Research or Sell in the Area Questionable Enforceability No “Anti-Moonlighting” Equity to Employers

The Sequel Read Agreements Before You Sign Keep Copies of Every Agreement in Exact Form You Signed It Maintain Good Relationships with Supervisor, Legal, Human Resources and Senior Officers Be Aware of Company Treatment of Others Who Leave

The Sequel (cont.) Be Honest When You Do Communicate Be Strategic About When, With Whom and How You Communicate Look for “Win-Win” Positioning With Company Seek Legal Advice in Timely Manner

Choosing an Attorney Large or Small Firm Referrals “Fit” Technology Responsiveness Experience with Start-Ups Cost

Working With an Attorney Drafting Term Sheets Organization Pro-Active Attorney-Client Privilege