1. 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

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

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

4. 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

5. 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

6. 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

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

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