1 00:00:00,197 --> 00:00:01,067 Hello, ladies. 2 00:00:01,277 --> 00:00:02,747 Welcome to the Hourly to 3 00:00:02,747 --> 00:00:03,457 Exit podcast. 4 00:00:04,427 --> 00:00:07,847 This is a replay of a LinkedIn Live that 5 00:00:07,847 --> 00:00:09,647 I did last year. 6 00:00:09,987 --> 00:00:12,387 Lately, I've been leaning into the 7 00:00:12,447 --> 00:00:15,027 hourly side of the hourly to exit 8 00:00:15,027 --> 00:00:17,651 journey, whereas this time last year, 9 00:00:17,980 --> 00:00:20,680 I was emphasizing the exit side 10 00:00:20,740 --> 00:00:21,730 of the journey. 11 00:00:22,009 --> 00:00:24,013 So I wanted to replay this 12 00:00:24,013 --> 00:00:24,943 because it. 13 00:00:25,112 --> 00:00:27,965 Addresses kind of that early stage, 14 00:00:28,215 --> 00:00:29,700 when you are trying to put the 15 00:00:29,700 --> 00:00:32,670 foundation in place that you need to 16 00:00:32,670 --> 00:00:36,210 grow your business from an unscalable, 17 00:00:36,390 --> 00:00:39,510 oftentimes hourly, one-to-one model, 18 00:00:40,170 --> 00:00:42,590 to a scalable one, to many model. 19 00:00:43,199 --> 00:00:45,936 So before you invest your 20 00:00:45,936 --> 00:00:48,426 precious resources, whether it be in. 21 00:00:48,603 --> 00:00:52,496 Coaches or legal fees or other things 22 00:00:52,767 --> 00:00:56,028 to develop, a one to many offer, whether 23 00:00:56,028 --> 00:00:58,128 that is products, licensing programs, 24 00:00:58,128 --> 00:00:59,988 which, you know, I love certifications 25 00:00:59,988 --> 00:01:02,441 or even something as seemingly simple 26 00:01:02,441 --> 00:01:03,191 as a digital course. 27 00:01:03,885 --> 00:01:06,540 You need to be able to answer three 28 00:01:06,810 --> 00:01:09,600 important questions about the quality 29 00:01:09,630 --> 00:01:11,820 of the intellectual property you 30 00:01:11,880 --> 00:01:12,780 want to use. 31 00:01:13,410 --> 00:01:16,290 One, do I own what I think I own? 32 00:01:16,812 --> 00:01:19,962 Two, if I don't own it, can I use it? 33 00:01:20,529 --> 00:01:21,159 Three. 34 00:01:21,386 --> 00:01:23,285 Am I doing everything I need 35 00:01:23,285 --> 00:01:25,775 to do to protect what I own? 36 00:01:26,208 --> 00:01:28,008 So today's episode explores the 37 00:01:28,008 --> 00:01:30,288 second question, whether or not you 38 00:01:30,293 --> 00:01:33,348 can use something that you didn't 39 00:01:33,498 --> 00:01:34,488 personally create. 40 00:01:34,508 --> 00:01:35,808 So if there's anything in your 41 00:01:35,808 --> 00:01:39,186 business that you are using, Even if 42 00:01:39,186 --> 00:01:40,476 you're currently using it with your 43 00:01:40,476 --> 00:01:43,060 one-on-one clients, it is a separate 44 00:01:43,060 --> 00:01:44,920 question about whether or not you 45 00:01:44,920 --> 00:01:47,410 have the right to include it in your 46 00:01:47,410 --> 00:01:48,760 new scalable offers. 47 00:01:49,250 --> 00:01:50,810 So this is what we'll talk 48 00:01:50,810 --> 00:01:51,350 about today. 49 00:01:51,740 --> 00:01:52,790 Listen and enjoy 50 00:01:53,186 --> 00:01:54,786 We're gonna be talking about 51 00:01:55,356 --> 00:01:57,006 the sources of intellectual 52 00:01:57,006 --> 00:01:57,696 property. 53 00:01:58,023 --> 00:02:00,418 As well as the uses of intellectual 54 00:02:00,418 --> 00:02:01,078 property. 55 00:02:01,474 --> 00:02:04,264 And so this is kind of a master 56 00:02:05,104 --> 00:02:06,304 kind of overview. 57 00:02:06,453 --> 00:02:07,654 We're gonna talk about each of 58 00:02:07,654 --> 00:02:10,540 these elements and basically we'll 59 00:02:10,545 --> 00:02:12,130 be talking about whether or not your 60 00:02:12,135 --> 00:02:15,089 use is unrestricted or if it is 61 00:02:15,094 --> 00:02:16,839 restricted now. 62 00:02:17,105 --> 00:02:19,834 Exactly how your rights may be 63 00:02:19,834 --> 00:02:22,577 restricted, would be dependent upon 64 00:02:22,577 --> 00:02:24,107 the documentation and would be 65 00:02:24,107 --> 00:02:26,523 dependent upon the circumstances, and 66 00:02:26,523 --> 00:02:29,495 therefore giving you an opinion 67 00:02:29,495 --> 00:02:31,325 about whether or not a particular 68 00:02:31,431 --> 00:02:33,634 use is restricted would of course 69 00:02:33,639 --> 00:02:34,654 be legal advice. 70 00:02:35,361 --> 00:02:36,884 I don't give legal advice over 71 00:02:36,884 --> 00:02:37,784 LinkedIn Live. 72 00:02:38,064 --> 00:02:39,804 I will be able to give you some 73 00:02:39,804 --> 00:02:42,474 guidelines about your circumstances 74 00:02:42,474 --> 00:02:44,214 for you to think about whether or not 75 00:02:44,360 --> 00:02:46,214 you have restricted or unrestricted 76 00:02:46,214 --> 00:02:48,470 use with respect to any piece 77 00:02:48,470 --> 00:02:49,850 of intellectual property. 78 00:02:50,285 --> 00:02:52,692 So let's first talk about your sources 79 00:02:52,952 --> 00:02:54,322 of intellectual property. 80 00:02:54,322 --> 00:02:56,568 So where does the intellectual 81 00:02:56,568 --> 00:02:58,848 property that is in your business 82 00:02:58,848 --> 00:02:59,928 flowing through your business? 83 00:02:59,928 --> 00:03:00,978 Where does it come from? 84 00:03:01,325 --> 00:03:02,655 So the sources. 85 00:03:03,239 --> 00:03:05,701 Of course it could be your employees if 86 00:03:05,701 --> 00:03:06,571 you have employees. 87 00:03:06,571 --> 00:03:09,211 I'm talking about your W2 employees, 88 00:03:09,211 --> 00:03:10,681 employees that you are paying 89 00:03:10,681 --> 00:03:11,551 employment taxes for. 90 00:03:12,251 --> 00:03:13,968 Then you have your contractors. 91 00:03:14,238 --> 00:03:16,608 Those are people on your team that are 92 00:03:16,613 --> 00:03:18,678 not your employees, that you have 93 00:03:18,678 --> 00:03:21,281 engaged to create deliverables, and 94 00:03:21,281 --> 00:03:23,687 then you get the IP from other third 95 00:03:23,687 --> 00:03:24,797 parties as well. 96 00:03:25,114 --> 00:03:27,587 Your client can, of course, be a source 97 00:03:27,587 --> 00:03:28,727 of intellectual property. 98 00:03:29,013 --> 00:03:31,100 Oftentimes, our clients will give 99 00:03:31,100 --> 00:03:32,900 us materials that we are to use to 100 00:03:32,900 --> 00:03:35,006 provide services we can get. 101 00:03:35,041 --> 00:03:36,690 Intellectual property from a 102 00:03:36,690 --> 00:03:39,620 licenseor via a license agreement. 103 00:03:40,253 --> 00:03:41,807 And then we can get them from 104 00:03:41,837 --> 00:03:44,027 other sources as well, which we 105 00:03:44,027 --> 00:03:44,867 will talk about. 106 00:03:45,173 --> 00:03:47,267 So how do we use intellectual 107 00:03:47,267 --> 00:03:47,867 property? 108 00:03:48,126 --> 00:03:50,243 And I like to put 'em in these 109 00:03:50,248 --> 00:03:51,473 five buckets. 110 00:03:51,620 --> 00:03:52,760 of course they can all be broken down 111 00:03:52,765 --> 00:03:54,908 further, but the main buckets would 112 00:03:54,908 --> 00:03:57,458 be tools, marketing, client deliverables, 113 00:03:57,458 --> 00:03:58,777 products, and. 114 00:03:59,082 --> 00:03:59,562 Exit. 115 00:03:59,803 --> 00:04:01,806 and of course I'm talking about the 116 00:04:01,806 --> 00:04:03,486 perspective of the service-based 117 00:04:03,486 --> 00:04:05,715 business and when we have a service-based 118 00:04:05,715 --> 00:04:06,795 business, we're are. 119 00:04:06,883 --> 00:04:09,568 Primarily talking about copyrights. 120 00:04:09,868 --> 00:04:11,608 Yes, there's going to be some 121 00:04:11,608 --> 00:04:12,268 trade secrets. 122 00:04:12,268 --> 00:04:13,941 Yes, there's going to be some 123 00:04:13,941 --> 00:04:15,921 trademarks, but for the purpose of 124 00:04:15,926 --> 00:04:17,181 this conversation, we're talking 125 00:04:17,181 --> 00:04:18,854 about copyrights. 126 00:04:18,914 --> 00:04:21,865 So those things that are in writing or 127 00:04:21,870 --> 00:04:24,355 created creatively put intangible 128 00:04:24,360 --> 00:04:28,155 form, photos, graphics, software, 129 00:04:28,395 --> 00:04:30,465 books, trainings, things like that. 130 00:04:30,705 --> 00:04:31,725 So those are the things that we're 131 00:04:31,725 --> 00:04:33,345 talking about during this conversation. 132 00:04:33,936 --> 00:04:35,921 So your tools will be the things that 133 00:04:35,921 --> 00:04:37,151 you use internally. 134 00:04:37,151 --> 00:04:37,901 These are the things that you 135 00:04:37,906 --> 00:04:40,285 use in order to provide services 136 00:04:40,285 --> 00:04:41,065 to your clients. 137 00:04:41,065 --> 00:04:42,901 So those might be your standards 138 00:04:42,901 --> 00:04:43,771 and procedures. 139 00:04:43,771 --> 00:04:45,271 You may have a database, you may 140 00:04:45,271 --> 00:04:47,728 have a resource library frameworks. 141 00:04:47,882 --> 00:04:49,078 You probably have some sort of 142 00:04:49,083 --> 00:04:51,239 productivity tools or things like that. 143 00:04:51,940 --> 00:04:54,475 For marketing, those are things that are 144 00:04:54,475 --> 00:04:57,374 public facing that are not for sale. 145 00:04:57,374 --> 00:05:00,244 So website copy, your lead magnet, 146 00:05:00,249 --> 00:05:01,984 your newsletter, your social media 147 00:05:01,984 --> 00:05:04,352 posts, and you know your speeches or 148 00:05:04,352 --> 00:05:07,018 your slideshow for presentations, you 149 00:05:07,018 --> 00:05:08,378 have your client deliverables. 150 00:05:08,378 --> 00:05:11,347 So you'll notice that client work 151 00:05:11,489 --> 00:05:14,069 is both a source of IP and clients 152 00:05:14,069 --> 00:05:16,109 can also be a use of intellectual 153 00:05:16,109 --> 00:05:16,649 property. 154 00:05:16,649 --> 00:05:19,036 So when we have our deliverables, In 155 00:05:19,036 --> 00:05:20,326 the service-based business, we 156 00:05:20,326 --> 00:05:21,556 are delivering intellectual 157 00:05:21,556 --> 00:05:22,996 property to our clients as well. 158 00:05:23,409 --> 00:05:25,465 And then products would be those 159 00:05:25,465 --> 00:05:27,145 things that we create for sale, 160 00:05:27,296 --> 00:05:29,951 like books, trainings, licensing 161 00:05:29,956 --> 00:05:32,921 program, and then an exit would be in 162 00:05:32,921 --> 00:05:34,781 the event that you sell your business, 163 00:05:35,096 --> 00:05:37,749 can the intellectual property go with it? 164 00:05:38,066 --> 00:05:40,719 So those are the buckets of uses for 165 00:05:40,719 --> 00:05:41,679 our intellectual property. 166 00:05:42,204 --> 00:05:45,471 So top level answer regarding 167 00:05:45,476 --> 00:05:47,271 the unrestricted use of ip. 168 00:05:47,522 --> 00:05:48,818 Do you own it? 169 00:05:48,818 --> 00:05:50,348 Do you own it exclusively? 170 00:05:50,651 --> 00:05:52,281 And if you do, then you have 171 00:05:52,281 --> 00:05:53,591 unrestricted use. 172 00:05:53,591 --> 00:05:53,801 It's. 173 00:05:53,973 --> 00:05:54,963 Really that simple. 174 00:05:54,963 --> 00:05:57,003 If you do not own it exclusively, 175 00:05:57,194 --> 00:05:58,620 then you have restrictions on 176 00:05:58,620 --> 00:05:59,580 how you can use it. 177 00:05:59,878 --> 00:06:02,861 So how do you get exclusive ownership 178 00:06:02,861 --> 00:06:04,121 of intellectual property? 179 00:06:04,471 --> 00:06:06,361 Default under copyright laws 180 00:06:06,391 --> 00:06:08,431 is if the human who created the 181 00:06:08,436 --> 00:06:09,702 intellectual property, who 182 00:06:09,752 --> 00:06:11,012 who created the the copyrighted 183 00:06:11,727 --> 00:06:12,340 Owns it. 184 00:06:12,670 --> 00:06:14,470 So if you created it and it's 185 00:06:14,470 --> 00:06:16,030 original to you, you own a hundred 186 00:06:16,030 --> 00:06:16,690 percent of it. 187 00:06:16,929 --> 00:06:19,778 If your W2 employees created it, then 188 00:06:19,958 --> 00:06:22,497 as the employer you own it, a 189 00:06:22,502 --> 00:06:23,547 hundred percent is the owner. 190 00:06:24,034 --> 00:06:26,044 And then the third is if there's 191 00:06:26,049 --> 00:06:27,844 something in writing, signed 192 00:06:27,844 --> 00:06:28,890 in writing that. 193 00:06:29,461 --> 00:06:31,111 changes that dynamic so that 194 00:06:31,111 --> 00:06:33,031 the creator is not also the owner. 195 00:06:33,265 --> 00:06:35,881 So if you engage a contractor and 196 00:06:35,881 --> 00:06:38,461 you have a written services agreement 197 00:06:38,461 --> 00:06:40,968 with that contractor that assigns the 198 00:06:40,968 --> 00:06:42,738 rights in that copyrighted work 199 00:06:42,798 --> 00:06:45,364 to you, then you are the owner. 200 00:06:45,678 --> 00:06:47,374 And so in those circumstances, 201 00:06:48,133 --> 00:06:48,913 own it. 202 00:06:48,973 --> 00:06:50,113 You have unrestricted 203 00:06:50,143 --> 00:06:52,565 use of it for all those five 204 00:06:52,685 --> 00:06:56,285 buckets of uses, unless you created 205 00:06:56,290 --> 00:06:57,335 those materials. 206 00:06:57,626 --> 00:06:59,150 As part of a service for a client. 207 00:06:59,591 --> 00:07:01,621 So that's gonna be addressed in the 208 00:07:01,651 --> 00:07:02,551 restricted use. 209 00:07:02,924 --> 00:07:05,566 but anything that is created outside of 210 00:07:05,698 --> 00:07:08,466 a client engagement, you own it in these 211 00:07:08,466 --> 00:07:09,966 circumstances, and you have 212 00:07:10,056 --> 00:07:11,796 unrestricted use of that ip. 213 00:07:12,434 --> 00:07:13,980 And then I'm gonna go dig a little bit 214 00:07:13,980 --> 00:07:16,547 deeper regarding the contractor, 215 00:07:16,547 --> 00:07:19,073 because that is by agreement. 216 00:07:19,403 --> 00:07:21,443 So you need to have the right words in 217 00:07:21,443 --> 00:07:22,973 your agreement to make sure that you 218 00:07:22,973 --> 00:07:24,203 own the rights. 219 00:07:24,353 --> 00:07:26,633 So the important magic words here. 220 00:07:27,395 --> 00:07:28,848 When you have a contract, when you 221 00:07:28,848 --> 00:07:30,542 have a services agreement, you 222 00:07:30,542 --> 00:07:31,232 are the client. 223 00:07:31,232 --> 00:07:33,844 In this instance, your contractor is 224 00:07:33,844 --> 00:07:35,944 creating something for you and you 225 00:07:35,949 --> 00:07:37,624 wanna own a hundred percent of it. 226 00:07:37,821 --> 00:07:39,948 You wanna make sure you have the magic 227 00:07:39,953 --> 00:07:42,948 words work for hire, and so those are 228 00:07:42,953 --> 00:07:46,668 copyright terms, so that it is as if you 229 00:07:46,668 --> 00:07:48,108 created it yourself. 230 00:07:48,138 --> 00:07:50,571 Very much like W2 employee, when they 231 00:07:50,571 --> 00:07:52,491 create something for you, a contractor 232 00:07:52,491 --> 00:07:53,691 who does something for you as work 233 00:07:53,691 --> 00:07:55,671 for hire, you're also the owner. 234 00:07:56,141 --> 00:07:57,781 But because there's some specific 235 00:07:57,841 --> 00:07:59,881 language regarding work for hire, 236 00:07:59,911 --> 00:08:02,311 you also have just this assignment 237 00:08:02,311 --> 00:08:05,223 of all rights just in case it doesn't 238 00:08:05,223 --> 00:08:07,525 fall into the scope of work for hire. 239 00:08:07,725 --> 00:08:09,775 Then you also get an assignment of 240 00:08:09,775 --> 00:08:10,976 all rights as well. 241 00:08:11,650 --> 00:08:13,750 So that is to make sure that you own 242 00:08:13,750 --> 00:08:15,040 everything from a contractor. 243 00:08:15,366 --> 00:08:19,175 Now, if you have a contractor who has 244 00:08:19,175 --> 00:08:21,365 some preexisting material, so let's 245 00:08:21,365 --> 00:08:23,320 say for instance you are a coach 246 00:08:23,320 --> 00:08:25,431 and you hire to create your website. 247 00:08:26,134 --> 00:08:27,874 Who has like a template for 248 00:08:27,874 --> 00:08:30,274 coach's websites because it's magic. 249 00:08:30,510 --> 00:08:33,184 And so they take their template and 250 00:08:33,184 --> 00:08:36,220 they layer on your branding, your copy. 251 00:08:36,520 --> 00:08:38,290 So you own that, but you don't own 252 00:08:38,290 --> 00:08:39,010 that template. 253 00:08:39,070 --> 00:08:41,230 And so your vendor, your contractor, 254 00:08:41,230 --> 00:08:43,146 will carve out the preexisting 255 00:08:43,146 --> 00:08:45,006 materials so you won't own those. 256 00:08:45,261 --> 00:08:47,526 So those are things that you won't own 257 00:08:47,796 --> 00:08:50,182 and that are subject to a license. 258 00:08:50,515 --> 00:08:53,287 So that is the bridge between, 259 00:08:53,474 --> 00:08:56,147 you have some that is unrestricted 260 00:08:56,147 --> 00:08:58,457 and some that is restricted. 261 00:08:58,679 --> 00:09:00,721 If there's any preexisting 262 00:09:00,892 --> 00:09:02,524 materials that's covered by your 263 00:09:02,529 --> 00:09:03,514 signed contract. 264 00:09:03,848 --> 00:09:06,157 So if you don't own it, everything 265 00:09:06,157 --> 00:09:07,787 else, there are restrictions 266 00:09:07,792 --> 00:09:09,947 attached to the youth, and so the 267 00:09:09,947 --> 00:09:11,567 specifics of those restrictions will 268 00:09:11,572 --> 00:09:12,497 depend on the. 269 00:09:12,574 --> 00:09:14,273 How you receive them, you whether 270 00:09:14,273 --> 00:09:16,013 you receive them via an agreement 271 00:09:16,013 --> 00:09:17,671 that has terms in it, whether 272 00:09:17,671 --> 00:09:19,741 you receive them without an agreement 273 00:09:19,741 --> 00:09:22,638 that has implied terms and what 274 00:09:22,638 --> 00:09:24,018 those terms are. 275 00:09:24,168 --> 00:09:24,828 Exactly. 276 00:09:24,948 --> 00:09:26,568 So anything that you don't own, 277 00:09:26,568 --> 00:09:27,738 there's going to be restrictions. 278 00:09:27,768 --> 00:09:30,780 So if you've engaged a contractor and 279 00:09:30,780 --> 00:09:32,942 there's no signed agreement, who 280 00:09:33,092 --> 00:09:34,532 owns that material? 281 00:09:34,901 --> 00:09:36,821 The contractor, because the default 282 00:09:36,821 --> 00:09:39,281 is that the human who created it owns 283 00:09:39,281 --> 00:09:41,051 it, unless there's something signed 284 00:09:41,194 --> 00:09:41,929 and in writing. 285 00:09:42,019 --> 00:09:44,201 And of course any carve-outs even 286 00:09:44,201 --> 00:09:45,961 if you pay for it, you tell them 287 00:09:45,961 --> 00:09:47,141 exactly what to do. 288 00:09:47,141 --> 00:09:47,981 If there's not a signed 289 00:09:47,981 --> 00:09:50,700 agreement, then the contractor owns it. 290 00:09:50,700 --> 00:09:52,120 And what you have is you have 291 00:09:52,440 --> 00:09:55,427 a non-exclusive license to use those 292 00:09:55,427 --> 00:09:57,666 deliverables for the purpose that 293 00:09:57,696 --> 00:09:59,586 they're engaged for, but they own 294 00:09:59,586 --> 00:10:00,276 the copyright. 295 00:10:00,636 --> 00:10:02,556 So your use is restricted to. 296 00:10:02,838 --> 00:10:05,296 What you hired them to deliver 297 00:10:05,296 --> 00:10:07,284 to you and for the purpose that they 298 00:10:07,284 --> 00:10:08,184 were delivered. 299 00:10:08,383 --> 00:10:10,914 So for third party materials, let's 300 00:10:10,914 --> 00:10:12,594 say it's client work, and this 301 00:10:12,594 --> 00:10:13,824 is both incoming. 302 00:10:14,121 --> 00:10:16,149 The client has materials that 303 00:10:16,149 --> 00:10:18,399 they've presented to you to work with, 304 00:10:18,670 --> 00:10:21,399 so that's incoming as well as outgoing. 305 00:10:21,404 --> 00:10:23,829 So you've now created something 306 00:10:23,829 --> 00:10:25,539 for the client and you've delivered 307 00:10:25,539 --> 00:10:26,409 it to the client. 308 00:10:26,767 --> 00:10:29,257 Let's go back to this lovely 309 00:10:29,257 --> 00:10:32,577 language where in this case, you 310 00:10:32,637 --> 00:10:35,127 are the contractor and your client 311 00:10:35,187 --> 00:10:37,647 is the one who is getting all of those 312 00:10:37,647 --> 00:10:40,110 rights in what you created as a work 313 00:10:40,148 --> 00:10:40,788 made for hire. 314 00:10:41,533 --> 00:10:43,157 And to the extent it's not a work made 315 00:10:43,157 --> 00:10:45,407 for hire, you are assigning to your 316 00:10:45,407 --> 00:10:47,957 client all rights in that deliverable. 317 00:10:48,251 --> 00:10:50,984 So here you're on the other side 318 00:10:50,989 --> 00:10:53,824 of that language, and so your client 319 00:10:53,884 --> 00:10:56,134 owns 100% of those deliverables. 320 00:10:56,412 --> 00:10:58,204 And I think you know that anyway, 321 00:10:58,204 --> 00:10:59,945 but that is the language that 322 00:11:00,274 --> 00:11:01,324 solidifies that. 323 00:11:01,587 --> 00:11:03,004 And if for whatever reasons you're 324 00:11:03,004 --> 00:11:05,404 doing work with your clients without 325 00:11:05,464 --> 00:11:07,768 an agreement, then you do own 326 00:11:07,773 --> 00:11:08,668 that material. 327 00:11:09,012 --> 00:11:10,032 Of course I don't recommend that 328 00:11:10,032 --> 00:11:12,277 for either party's comfort, but that 329 00:11:12,277 --> 00:11:13,447 is the default. 330 00:11:13,828 --> 00:11:16,628 And then for licensed materials, 331 00:11:16,778 --> 00:11:19,192 so let's say you went through a 332 00:11:19,192 --> 00:11:20,392 certification program and as 333 00:11:20,397 --> 00:11:21,472 part of that certification 334 00:11:21,477 --> 00:11:24,112 program, you have a license to use 335 00:11:24,402 --> 00:11:25,752 the materials. 336 00:11:25,752 --> 00:11:27,012 Maybe there's a framework that 337 00:11:27,012 --> 00:11:28,002 they let you use. 338 00:11:28,002 --> 00:11:29,112 Maybe there are trading 339 00:11:29,112 --> 00:11:30,612 materials that they let you use. 340 00:11:30,852 --> 00:11:32,452 Meaning there a evaluation tool 341 00:11:32,452 --> 00:11:33,682 or an assessment tool that they 342 00:11:33,682 --> 00:11:34,432 let you use. 343 00:11:34,702 --> 00:11:36,792 This part of the license every 344 00:11:36,792 --> 00:11:39,432 license is going to have terms in it. 345 00:11:39,432 --> 00:11:41,562 It will say like for how long you 346 00:11:41,562 --> 00:11:43,092 can use it and. 347 00:11:43,330 --> 00:11:44,560 With whom you can use it. 348 00:11:44,560 --> 00:11:47,143 Is it for internal purposes only or can 349 00:11:47,143 --> 00:11:48,283 you sub license it? 350 00:11:48,283 --> 00:11:50,383 Can you allow third parties to also 351 00:11:50,545 --> 00:11:52,748 access those same tools and materials, 352 00:11:52,898 --> 00:11:54,878 or are there restrictions around 353 00:11:54,938 --> 00:11:57,376 maybe even the type of person that 354 00:11:57,376 --> 00:11:58,456 you can work with? 355 00:11:58,788 --> 00:12:00,984 And so you will want to know, you 356 00:12:00,984 --> 00:12:02,154 understand what's in your license, 357 00:12:02,765 --> 00:12:05,021 and you're going to wanna make sure 358 00:12:05,166 --> 00:12:06,453 that the license. 359 00:12:06,623 --> 00:12:09,743 Covers the use that you need it for. 360 00:12:10,022 --> 00:12:12,092 Sometimes the license will be too 361 00:12:12,092 --> 00:12:13,412 narrow for your use. 362 00:12:13,605 --> 00:12:15,046 I have a client who actually, 363 00:12:15,051 --> 00:12:17,705 they are licensing information from 364 00:12:17,705 --> 00:12:19,772 a database and the default license 365 00:12:20,212 --> 00:12:22,132 limits their ability to use 366 00:12:22,132 --> 00:12:22,942 that database. 367 00:12:23,241 --> 00:12:25,295 Like you can't take the information 368 00:12:25,295 --> 00:12:27,112 from their database and combine it 369 00:12:27,112 --> 00:12:28,714 with your own information, that's 370 00:12:28,714 --> 00:12:29,734 the default license. 371 00:12:29,991 --> 00:12:31,545 But my client actually needs to 372 00:12:31,545 --> 00:12:32,925 be able to combine it with their 373 00:12:32,925 --> 00:12:35,020 information cuz it's more powerful. 374 00:12:35,020 --> 00:12:36,648 They can then, perform whatever 375 00:12:36,648 --> 00:12:37,908 processing with it in order to 376 00:12:37,908 --> 00:12:39,022 create insights. 377 00:12:39,673 --> 00:12:41,623 And so they needed to go back and 378 00:12:41,623 --> 00:12:44,350 negotiate a broader license to not 379 00:12:44,350 --> 00:12:46,120 only have access to the data in the 380 00:12:46,120 --> 00:12:48,060 database, but to be able to integrate 381 00:12:48,060 --> 00:12:50,700 that data with the data in their own 382 00:12:50,700 --> 00:12:53,550 databases to get the full value from it. 383 00:12:53,872 --> 00:12:55,607 Now, does that transfer ownership 384 00:12:55,607 --> 00:12:57,277 of that data from the licenseor 385 00:12:57,297 --> 00:12:59,325 to my client who's a licensee? 386 00:12:59,325 --> 00:13:00,105 No, it does not. 387 00:13:00,397 --> 00:13:02,715 So the license still governs 388 00:13:02,715 --> 00:13:03,852 what they can do. 389 00:13:04,047 --> 00:13:06,388 With the data even permits them to 390 00:13:06,388 --> 00:13:08,210 combine it, but at the end of that 391 00:13:08,210 --> 00:13:09,320 term, when they're no longer paying 392 00:13:09,320 --> 00:13:11,360 for it, they have to remove it from 393 00:13:11,360 --> 00:13:13,569 their database and return it all 394 00:13:13,779 --> 00:13:14,769 to the licenseor. 395 00:13:15,075 --> 00:13:17,109 So you do wanna make sure that, 396 00:13:17,114 --> 00:13:18,669 don't assume that your license 397 00:13:18,669 --> 00:13:20,529 covers all the uses that you need. 398 00:13:21,211 --> 00:13:23,038 where does other come from? 399 00:13:23,038 --> 00:13:24,748 Probably one of the major ones that's 400 00:13:24,808 --> 00:13:26,308 people don't really think about is from 401 00:13:26,308 --> 00:13:27,358 our old employers. 402 00:13:27,706 --> 00:13:30,281 we leave employment and we 403 00:13:30,286 --> 00:13:32,201 take some stuff with us, right? 404 00:13:32,231 --> 00:13:34,151 That we use, that we think aren't 405 00:13:34,156 --> 00:13:35,141 proprietary. 406 00:13:35,358 --> 00:13:36,588 but at the end of the day, whether 407 00:13:36,588 --> 00:13:36,948 or not it's. 408 00:13:37,506 --> 00:13:40,373 A secret is not determinative of 409 00:13:40,373 --> 00:13:41,543 whether or not somebody owns it. 410 00:13:41,543 --> 00:13:43,313 Cuz most materials that are covered 411 00:13:43,313 --> 00:13:44,933 by copyright are not secret, right? 412 00:13:44,933 --> 00:13:45,953 Cuz they have to be registered. 413 00:13:46,272 --> 00:13:48,332 Let's say they have an employee manual. 414 00:13:49,062 --> 00:13:50,952 So we take that with us and maybe 415 00:13:50,952 --> 00:13:52,902 we use that and that's not ours. 416 00:13:52,902 --> 00:13:55,122 That is theirs, it's not yours to use. 417 00:13:55,182 --> 00:13:56,485 Um, maybe there's some templates 418 00:13:56,725 --> 00:13:58,438 like, you services agreements people 419 00:13:58,568 --> 00:14:01,351 might take and those are your 420 00:14:01,381 --> 00:14:02,401 former employers. 421 00:14:02,573 --> 00:14:03,113 Property. 422 00:14:03,796 --> 00:14:08,696 so when we don't have a license, we 423 00:14:08,696 --> 00:14:11,636 are in danger of infringing a third 424 00:14:11,636 --> 00:14:12,536 party's copyright. 425 00:14:12,918 --> 00:14:16,953 So that brings us to our fair use. 426 00:14:17,583 --> 00:14:19,503 The only time fair use comes up 427 00:14:19,593 --> 00:14:21,213 is when lawyers are involved. 428 00:14:21,213 --> 00:14:23,231 So fair use is not something you 429 00:14:23,231 --> 00:14:24,401 want to rely upon. 430 00:14:24,833 --> 00:14:27,101 Basically it means you have used 431 00:14:27,311 --> 00:14:28,361 someone else's intellectual 432 00:14:28,361 --> 00:14:30,161 property without their permission. 433 00:14:30,451 --> 00:14:31,951 And they've come to you and said, 434 00:14:31,951 --> 00:14:33,751 you're infringing my copyright. 435 00:14:34,246 --> 00:14:37,445 And if you feel like, no, I think 436 00:14:37,445 --> 00:14:39,125 I have the right to use this without 437 00:14:39,125 --> 00:14:40,955 your permission because it's fair 438 00:14:40,960 --> 00:14:42,936 use, that means you're claiming 439 00:14:43,151 --> 00:14:44,471 that you're not infringing their 440 00:14:44,476 --> 00:14:46,061 copyright because of fair use. 441 00:14:46,203 --> 00:14:48,372 So that is not an in affirmative, right? 442 00:14:48,377 --> 00:14:50,141 That you can receive upfront. 443 00:14:50,291 --> 00:14:51,641 That's not a safe harbor. 444 00:14:51,836 --> 00:14:54,645 It's something you have to assert if 445 00:14:54,645 --> 00:14:56,698 somebody accuses you of infringing 446 00:14:56,698 --> 00:14:57,358 their copyright. 447 00:14:57,748 --> 00:15:00,695 that is, our overview, a high 448 00:15:00,695 --> 00:15:02,885 level overview of how you can use 449 00:15:02,885 --> 00:15:03,725 an intellectual property that 450 00:15:03,730 --> 00:15:05,945 flows through your business. 451 00:15:06,213 --> 00:15:08,041 We talked about the ways that 452 00:15:08,046 --> 00:15:08,791 it comes in. 453 00:15:08,851 --> 00:15:10,561 Unless you own it a hundred percent, 454 00:15:10,681 --> 00:15:11,971 you're going to be some restrictions. 455 00:15:12,001 --> 00:15:13,411 So you're going to wanna understand 456 00:15:14,221 --> 00:15:14,571 the terms. 457 00:15:15,491 --> 00:15:18,191 Of any agreements written or implied, 458 00:15:18,191 --> 00:15:19,541 you cause you can have implied 459 00:15:19,541 --> 00:15:20,681 licenses as well. 460 00:15:20,831 --> 00:15:21,671 Maybe if you got something from 461 00:15:21,671 --> 00:15:22,721 the internet, we've talked about 462 00:15:22,721 --> 00:15:23,441 Creative Commons. 463 00:15:23,441 --> 00:15:25,328 Maybe it's Creative Commons, maybe you 464 00:15:25,328 --> 00:15:26,888 have a handshake deal and you have 465 00:15:26,948 --> 00:15:28,598 a non-exclusive license. 466 00:15:28,735 --> 00:15:30,615 but you need to understand the 467 00:15:30,615 --> 00:15:33,131 limits of your uses, um, that you. 468 00:15:33,710 --> 00:15:36,050 Are not in danger of infringing the 469 00:15:36,050 --> 00:15:37,010 owner's copyright. 470 00:15:37,160 --> 00:15:39,813 So can the services agreement with 471 00:15:39,813 --> 00:15:41,403 a contractor be by email? 472 00:15:41,763 --> 00:15:44,761 the answer to that is, It can 473 00:15:44,761 --> 00:15:46,021 be by email. 474 00:15:46,111 --> 00:15:50,861 However, in order for you to own the 475 00:15:50,861 --> 00:15:53,641 exclusive rights in the deliverables, 476 00:15:53,701 --> 00:15:55,711 it has to be signed. 477 00:15:55,953 --> 00:15:58,505 So the transfer of intellectual 478 00:15:58,505 --> 00:16:01,228 property rights is one of those areas 479 00:16:01,228 --> 00:16:03,428 of law that you have to have something. 480 00:16:03,948 --> 00:16:04,848 Signed. 481 00:16:05,245 --> 00:16:08,035 And so the transfer of real property 482 00:16:08,035 --> 00:16:09,595 is another one of those areas. 483 00:16:09,885 --> 00:16:12,225 if you do it digitally by 484 00:16:12,225 --> 00:16:13,953 email, you it's enforceable, 485 00:16:14,043 --> 00:16:16,183 so you can make them deliver the 486 00:16:16,183 --> 00:16:18,683 deliverables to you, and if they breach 487 00:16:18,683 --> 00:16:20,393 the agreement, you can sue them, 488 00:16:20,696 --> 00:16:23,020 but you will not get your exclusive 489 00:16:23,140 --> 00:16:24,870 copyright by email. 490 00:16:24,870 --> 00:16:26,010 You cannot get that by email. 491 00:16:26,620 --> 00:16:30,435 Is it fair use if I give credit to the 492 00:16:30,435 --> 00:16:31,785 original material? 493 00:16:32,128 --> 00:16:33,598 No, it is not. 494 00:16:33,598 --> 00:16:36,475 So the copyright owner has the 495 00:16:36,475 --> 00:16:39,975 exclusive rights to make copies, 496 00:16:40,705 --> 00:16:42,909 to distribute it, to perform it, 497 00:16:43,238 --> 00:16:44,808 to display it, whatever the nature 498 00:16:45,188 --> 00:16:46,478 of the material is. 499 00:16:46,806 --> 00:16:48,468 That is their exclusive. 500 00:16:48,468 --> 00:16:49,068 Right. 501 00:16:49,483 --> 00:16:52,531 And giving credit to them does not. 502 00:16:52,805 --> 00:16:53,830 Give them that exclusive ride 503 00:16:53,830 --> 00:16:54,970 that takes away the exclusive, right? 504 00:16:54,970 --> 00:16:56,530 So if you've used the material 505 00:16:56,716 --> 00:16:58,786 without permission regardless of 506 00:16:58,786 --> 00:17:02,386 credit, then you are in breach of their 507 00:17:02,446 --> 00:17:04,336 copyrights, their exclusive rights 508 00:17:04,336 --> 00:17:06,346 to what happens with that material. 509 00:17:06,626 --> 00:17:08,536 Unless you can. 510 00:17:09,198 --> 00:17:12,565 Successfully assert fair use. 511 00:17:12,893 --> 00:17:16,281 So if it is fair use, I assume you 512 00:17:16,281 --> 00:17:19,011 would have given credit, but that is 513 00:17:19,011 --> 00:17:20,331 not determinative. 514 00:17:20,421 --> 00:17:23,151 I am actually writing a newsletter 515 00:17:23,481 --> 00:17:25,371 today as little be on my website, 516 00:17:25,671 --> 00:17:29,001 a blog post about fair use and what 517 00:17:29,001 --> 00:17:32,755 the circumstances would be to assert 518 00:17:32,755 --> 00:17:35,841 and hopefully win a fair use defense. 519 00:17:36,306 --> 00:17:38,646 Well, thank you all so much for 520 00:17:38,676 --> 00:17:39,756 joining me today. 521 00:17:39,756 --> 00:17:41,436 If you have any questions, you can 522 00:17:41,436 --> 00:17:43,536 always reach me through LinkedIn 523 00:17:43,808 --> 00:17:46,666 and you can of course access the 524 00:17:46,671 --> 00:17:50,693 free resources on my podcast website, 525 00:17:50,693 --> 00:17:51,743 hourly to exit.com. 526 00:17:52,380 --> 00:17:54,810 Or through my regular website, 527 00:17:54,810 --> 00:17:58,336 think beyond ip.com, and I look 528 00:17:58,336 --> 00:17:58,936 forward to it. 529 00:17:59,146 --> 00:17:59,986 Talking to you again soon.