[pboychuk]

Hi,

I have some questions about a company I am forming. I want to form an LLC, an equal partnership between two individuals. This is a clothing company, My question is, can a design be copyrighted under a company such that the company owns the design (copyright), and not solely the individual creator, assuming the creator is a part of the LLC. Therefore, if one of the partners desided to "jump ship" they would be losing all the protected material owned by the company.

Please advise.

Thanks

[akula]

intellectual property such as copyright is the same as any other type of personal property. so yes, title to copyright can certainly be assigned to incorporated entities. when your partner signs the employment contract with your company, therein you will have a clause that all ip generated by the employee will be assigned to the employer.

essentially it'll look like this (very roughly)
Clause A: The Offer
1. The company will pay employee $x in cash
2. Other benefits
Clause B: Consideration
1. The employee will work for the company a minimum of x hrs a week
2. The employee will agree to non compete/ confidentiality etc
3. The employee will assign all IP generated in the course of employment to the employer

[pboychuk]

Now is this something I need to get a lawyer for or can i find this contract anywhere, I have formed an LLC before, but not with a partner. So, I am not sure of what else i need to do in addition to the single owner llc

[ADVERTISE HERE!]

It's actually even simpler than akula's example, as you won't want all the provisions that you each work x hours, for example, for the consideration. Speak with an attorney. It shouldn't be too bad since an assignment such as this really isn't very complicated.

[pboychuk]

Originally Posted by jmenq2

It's actually even simpler than akula's example, as you won't want all the provisions that you each work x hours, for example, for the consideration. Speak with an attorney. It shouldn't be too bad since an assignment such as this really isn't very complicated.

Well I am sure setting up the LLC should be no problem my main concern is registering th trademaks and copyrights under the company, which I assume is done when I register for those property rights. Maybe it is just as simple as putting the owner as the company on the form, I am just trying to think ahead.

[ADVERTISE HERE!]

The form isn't what actually creates the copyright. The copyright exists as soon as its created, so if it's not automatically transferred by an employment agreement, it will likely need to be transferred in some other manner.

[pboychuk]

So basically the copyright is just a way to register, with the govt., something that already has individual ownership.

[ADVERTISE HERE!]

No. You need to do some research to learn what a copyright even is. Forget the whole registration thing. When you create something new that is copyrightable, you are the copyright owner (provided there are no agreements to the contrary). Read up on it.