Episode Transcript
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Speaker 1 (00:00):
Welcome back to the Money Lows Podcast powered by Greenwood.
We are rejoined with the one and only Shay M. Lawson,
who is ready to take a deep dive into intellectual
property and maintaining our own power and business. But first
let's remember that this deep dive is brought to us
by our partners at MasterCard, bridging the wealth gap together
(00:20):
with Greenwood. Shay, welcome back. Thanks for having me back.
I can't wait to get into the deep dive. Okay,
So let's really break down what you do for our audience.
So when are some of the key steps that you've
(00:42):
seen for your clients that people need to really implement
as they're starting new businesses and setting out on ideas.
Oh wow, I would say the absolute getting the absolute basics.
And what I mean by the absolute basics are getting
LLC's getting a basic agreement. They're gonna be too basic
(01:03):
agreements that I would encourage anyone to get, and those
are going to be nondisclosure agreements. And then the second
are going to be basic independent contractor agreements. Because you
can't build it alone. Inevitably, you will have to tell
other people about it and you will have to hire
people to help you or pay people to help you,
and those two things will keep you protected. The LLC
(01:23):
is going to protect yourself as an individual. As you
build out your business. You may still have a nine
to five, you may have something else that's thriving, and
so by setting up the LLC, you literally limit the
liability through your company for the other things that you
have going on. So if that business crashes, that business crashes,
(01:44):
but that has nothing to do with your nine to
five money, your other business money. So those are the
three foundational things that I would tell all entrepreneurs. If
you're really focused in, if this is more than a hobby,
and you want to protect yourself at the outset, get
your d A, your independent contractor agreement, and your LLC,
And to circle back to the n d A and
(02:06):
the LLC or the independent contractor agreement and the n
d A. You have to tell people about what you're doing,
but what you want to protect against. And I hear
a lot of people say they come to me and
they think they already need a trademark or a copyright,
but they haven't executed the idea. So in they're like,
but I just don't want somebody to take my idea,
I don't my plan. And that's where your non disclosure
(02:27):
noncompete is where you are agreeing that, hey, I'm telling
you about my business and my idea, and you will
receive this information, but you will not use it for
your own benefit commercial benefit of someone else's. And then
similarly with the independent contractor agreement, hopefully if you work
with a good attorney, you have one that makes clear
that in exchange for this payment, I own everything that
(02:48):
you do or make for me. Because absently that agreement,
that's where people come from the shadows and say that
their co owners at your company, right when it pops off,
they want their that's a great Can you tell us
some examples of where you've had to defend an n
DA or a contractor dispute like that? Yeah? Wow, there's
(03:11):
so many. There's not many. Yeah, it's it's a very
very common for entrepreneurs, especially because you're excited about a
business idea. Often when your excitement, that excitement is contagious
and people want to come along and help. And so
everybody I say this all the time, that everybody's friends
(03:32):
until money gets involved, and you will have all the
conversations in the world about how things will go. But
adult life is often like school where you're often left
doing the group project by yourself, and then when it's
time to present, everybody takes credit. And it's the same
thing in business that you're left building this business by yourself,
and then when it's profitable, people want to get credit
and they want to get your money. And I can't
(03:54):
tell you how many cases I've worked on with clients
where someone will come to me and they'll say, this
was my friend, this is my ex boyfriend or ex girlfriend,
and we're now no longer together, and this thing has
taken off after we broke up or after we haven't
spoken in three or four years, and they have proof
(04:15):
that they worked on this with me. They gave me
a thousand dollars towards this class. What can I do
because they are claiming fifty percent ownership. But this is
such a weird example to me because if it's like
three or four years later, they've put in three or
four years of work, Like, who really is the ownership
in the idea or the ownership in the sweat equity
(04:38):
that it took four years later to make it profitable.
The and that's that's where paperwork and details come into
mind because think about especially you know, you, being an
investment where there are people who are considered investors where
I don't need to put in any sweat equity. I
just put in my money. I believe in you and
(04:58):
do to my investment in your business. At the beginning stages,
I am entitled to x amount and absent ating paperwork.
If it appears that we're in a partnership, then I
might just thrown and and so you just don't want
to be in that gray area. You want things to
be crystal clear about who owns what, what happens, what
(05:19):
is what are people responsible for? What are they not
responsible for? What happens? If we no longer want to
do business with each other. Another huge thing that I've
come across often are that entrepreneurs will talk about doing
business but can't really meet in the middle about what
the execution of it is. And someone wants to take
the name of the business and go do something else yeah,
(05:42):
or they want to put their own spin on it,
where they're like, Okay, I want to do it, but
I want to do something slightly different. Even though you
and I talked about the meat and potatoes of it.
And those are the types of things that need to
be absolutely clear between people who are doing business to
stay protected. I love that. I love that. Can you
tell us what is and maybe isn't intellectual property? Oh,
(06:06):
that's such a great question. Intellectual property includes patents, trademarks, copyrights,
trade secrets. So patents will protect the novel way that
things work. So think about how spray bottles are put together,
the actual mechanics of how things work, or how their designed.
Nike just recently um received several trademarks and patents, and
(06:30):
so patents protect the design of how something works. Trademarks
protect how consumers identified the source of a good or
a service. And so if you think about a good
such as coffee, I love coffee. I'm a coffee drinker,
and and so the source of the coffee is going
to be identified by the brand. So whether that brand
(06:53):
is Maxwell House or Folgers or Starbucks, those are all
trademarks of a brand of coffee, which often and some
times are not as with the business. So I hear
people say often I want to protect the name of business.
I want to protect my business name. Do I need
a trademark? And so we want to keep in mind,
(07:14):
the trademarks protect brand identifiers that tell consumers who the
source of the good or service are. And then, last
but not least, our copyrights, which are so so important.
And copyrights protect the actual content that you make, whether
that is a song, a book, workbook, a podcast, recording,
(07:36):
a movie, a script, all of those things are protected
by copyright, and those are going to be the core
tangible things. But then we talk about trade secrets, and
trade secrets are things that can't necessarily be protected by
one of those things. So let's take, for example, Coca
cola and pepsi and the recipes for these iconic drinks.
(07:58):
But most people don't realize is that instructions are not
able to be protected by copyright. And so those instructions
for the recipe for pepsi, Coca cola, Kentucky Fried chicken popeyes,
those are considered trade secrets. And you keep the secrets
of your trade or your business a secret by limiting
(08:19):
the number of people who have access to the knowledge
and even spreading the access to the knowledge among multiple
people so that no one person holds all of the
elements to be able to reprepare thing that's proprietary to
your business. Wow, that's fascinating. That's actually the best breakdown
from you know, patents and design focus to trademarks like
(08:42):
that was really great. I think we really needed to
hear that. Um, as a creative or a songwriter or
a performer, are there limitations to what they can claim
as their own property? And how do they legally secure
that as their own? Oh? Wow, for the music industry
that will be completely different. UM, you can only claim
(09:02):
what you actually have ownership too. And your ownership is
not automatic based on the fact that you are the
performer to it. So if you are a performer but
you did not write the song, you did not make
the music for the song, then you have no ownership
rights to the underlying and you you just simply performed
(09:23):
it correct. Correct. And then if you are an artist
and you are signed to a record deal with a
record label, most likely you have turned over exclusive rights
to your talent as a recording artist to this record
company and they own that tangible recording of your performance. Um.
(09:48):
And so that's a lot of what Taylor Swift has
been talking about in her battle with Scooter Braun and
ownership of her masters, is that she is the performer,
but that record label own those masters and they were
able to sell that sound recording to the private equity
group into Scoot or Braun when they made that sale.
And so sometimes there is very little control over our
(10:12):
ownership and what can happen when you are just an artist.
And so as a lawyer, how do you fight that?
You know, like I mean, it's we always hear about,
you know, the letter of the law and like these
legal precedents, like is there a way to go back?
And you know, fight that and do you see a
lot of winds in that arena? Mm hmm. The best
(10:35):
way to protect yourself against this is to maintain your ownership.
Just understand what you were signing away when you sign
on the dotted line. Everything that glitters is in gold.
And a lot of times, as a creative, when you
get to the point where someone's offering you a substantial
amount of money telling you that they value your talent,
there's a lot of excitement around that, especially if you've
(10:57):
worked years on honing your craft and getting to the place.
But what they often don't realize is that they're signing
away their ownership rights. So the number one thing that
I would say is have someone who is a legal
professional that understands that specialty help you to understand what
you were signing away and what are the risks that
are involved. There's a lot of traction right now with
(11:18):
like Anita Baker in the news UM getting the ownership
or attempting to get ownership of her master's back. I
think day Las Soul recently got their master's back. There's
a number of artists that have been successful that they
may have signed back contracts in the past, and now
we're in better positions just being further along in their career,
(11:39):
understanding their rights and being able to engage attorneys that
can now go and fight to get the ownership of
these treasures that they've made. Oh wow, I like to
hear that. I'd like to hear that. So, when it
comes to brokering deals with large companies, UM, what can
you negotiate for your client to retain Like, if they're
hired to do an ad campaign, do they have rights
(12:00):
to some of those assets or song licensing? Are there
specific things that you go in UM looking to protect
for your clients? Oh? Absolutely. The number one thing that
I am going to protect in any endorsement agreement is
my clients I p around their name, image and likeness.
(12:21):
And so what I talk about all the time is
that a lot of people who are approached with endorsement
opportunities or sponsor content opportunities, especially as social media influencers
or personalities that have built larger platforms. A brand will say, hey,
we want you to do just one or two stories
or one or two posts and highlight our drink or
highlight our without or whatever it is. And you think that, okay, great,
(12:47):
this is two thousand dollars in exchange for this post.
But what you don't realize is that you've also signed
away the right for them to maybe take a snippet
and just take your face or just reform at your
content and make a large is your campaign that you
will not be paid for. So you made this one post.
You thought you were making a quick dollar, but you
did not realize that you gave away derivative rights, rights
(13:10):
to modification, rights to use for any and all promotional
and marketing purposes. And so those are key things I look.
I mean, that's just little things that you never think about. Oh, absolutely,
it's the it's really the small print and really thinking
ahead of how this company wants to engage me for
(13:31):
a particular reason, how can they maximize their investment because
they're thinking about it and they're counting on you not
thinking about it. And I think the second largest thing
that I've been doing as of recently when it comes
to protecting my clients, brands and image for the long term,
are thinking about morality clauses, especially last summer with like
(13:52):
George Floyd and and the Trump campaign and a lot
of companies that were not aligned with Black Lives Madder
or you know, the treatment of women, children, whatever it
is having clauses and agreements to say, if you are
your company come into public disrepute where it's like, hey,
(14:12):
you're not aligned with my values, with my community, with
things that aren't important with me, I cannot only terminate this,
but you also must remove any and all references. So
cut you short in a heartbeat. So you want to
make sure you have those same rights as well. Wow,
that's great advice because I think, you know, there's a
lot of people in our audience who are starting to
(14:34):
create money and optimize their you know, their social media platforms,
and these are really great at tips and advice for
us to kind of Hold the Power. I love that
and I'm not note, Shay, can you tell us where
our audience can find you on social media or your website?
What's how do they reach you? Absolutely? You can find
me on all social platforms at Shay M. Lawson s
(14:56):
H A Y M l A W S O N.
You can find me at Shay M Lawson dot com,
and you can follow the firm on all social media
platforms at the l M Firm. I love it. Thank
you so much, Shay. It's been a complete pleasure. We
love having you here and hopefully we'll have you back
again soon. Money Movers, thank you for joining us for
(15:17):
this deep dive with Shay M. Lawson here on the
Money Moves Podcast powered by Greenwood. But be sure to
not go away just yet. We've got a lot more
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(15:42):
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