Solutions

Helen Leah Conroy advises clients in their transactions involving intellectual property and in early-stage disputes involving contracts. Services include:

License Agreements

License agreements, though they appear similar to one another, are not “one size fits all.” True, there are a few clauses that remain fairly constant from contract to contract, but the majority of terms can favor one side or the other, depending on how they are drafted.

Good license agreements:

• Clearly state how the work or invention may be used (and by whom); and
• Carefully allocate the risks and benefits inherent in the relationship.

These principles apply across a wide variety of licensing transactions. more>>

Service Agreements

In order for a service relationship to succeed, the contract must specify objectively measurable criteria for performance. Where intellectual property is involved (i.e., in most consulting, implementation or development contracts), the rights associated with that intellectual property must be addressed explicitly in the agreement.

Many consultants, developers who also provide implementation services, and other professional service providers find it helpful to have a master service agreement. A separate “statement of work” is created by the vendor and client, working together for this purpose, before each project is begun. This allows the basic legal terms to remain the same from project to project, while the terms that are unique to each project are stated in a separate signed attachment to the master contract. more>>

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Customized Forms

For any transaction expected to occur more than once or twice, it makes sense to develop a form contract. Most clients find it helpful to establish internal procedures for accepting “fallback” positions in recurring transactions. With counsel, the client compiles alternative terms and identifies which alternatives need approval, and by whom. This can shorten the negotiation cycle, and improves consistency in the company’s out-bound agreements.

Carefully drafted form agreements—combined with established procedures for use by a company’s sales team—can shorten the sales cycle, and can save time and money in legal review. It doesn’t usually take much time to develop custom forms, and in the long run, is one of the best investments in legal services that a business can make. more>>

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Negotiation Process

Negotiations always go more smoothly, and you’re more likely to get what you want and need, if you know where you expect to be if and when the deal is signed, and how you’re going to get there. Ms. Conroy works with clients, usually “behind the scenes” in the early stages of business transactions, to define clients' desired outcomes and develop strategies (and tactics) to achieve them.

During their negotiations, Ms. Conroy advises clients on:

• Alternative approaches to take in the negotiation process;
• How to evaluate and respond to proposals; and
• How to manage the negotiation process.

She advises clients when to bring in counsel for direct participation, if necessary, and of course, sees the transaction through the documentation stage as well. more>>

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Copyright Advice

In this age when information drives our economy and so many in the work force are “free agents” or consultants, businesses need to know how the copyright laws affect them. For example, most consulting projects involve “works of authorship” protected by the copyright laws.

Ms. Conroy identifies and advises clients on requirements of the copyright law that may affect their use of works they create or that others create for them. She offers consulting and training services to companies interested in securing and maintaining maximum protection for their works under the copyright laws, and in avoiding liability for infringing the works of others. more>>

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Dispute Resolution and Triage

Helen Leah Conroy spent nearly fifteen years in commercial litigation i.e., disputes involving allegations that a contract had been breached. Many of those contracts involved license, distribution, service and marketing agreements. During that time, Ms. Conroy also served as a mediator appointed by the San Francisco Superior Court. In that capacity she enabled many businesses in contract litigation to resolve their disputes without further assistance of the court.

Ms. Conroy combines her negotiating skills with her knowledge and experience with the court process to advise clients who want to avoid litigation by resolving out of court new or threatened lawsuits. more>>

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