Business Idea Workbook for Inventors, Creators, & Future Entrepreneurs

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FOR FUTURE ENTREPRENEURS.

IDEA-A-DAY MAKEUP ARTIST

AN IDEATION WORKBOOK FOR DREAMERS, MAKERS, MOVERS, & SHAKERS.

CREATED BY A PATENT ATTORNEY.



Ideate. Delineate. Create. i·de·ate /ˈīdēˌāt/ To form an idea of; imagine or conceive. de·lin·e·ate /dəˈlinēˌāt/ To describe or portray (something) precisely. cre·ate /krēˈāt/ To bring (something) into existence. How to Launch Your New Business with Idea-a-Day Idea-a-Day is an interactive, fill-in-the-blank-style ideation workbook for guiding creators, inventors, and future entrepreneurs through the steps of launching a new business. Strategic prompts & primers provide a roadmap for formulation & validation of ideas, product design & development, intellectual property protection, marketing strategy, and business planning. Each page is mindfully crafted with legal & business principles in mind. The idea-to-launch roadmap walks the ideator through three essential phases of the innovation process: (1) “Ideate”, a dedicated space to freely jot down & draw up unlimited ideas; (2) “Delineate”, a questionnaire portion designed to walk the ideator through researching & developing three of their best big picture ideas; and (3) “Create”, a simple, sensible business toolkit full of relevant key questions, practical action items, & curated information for launching a new business around your most promising idea. Idea-a-Day empowers everyday entrepreneurs to ask & answer all the right questions about their bright new business ideas. If you’ve ever wondered how to bring a new business from “idea to launch” and everything in between, or simply want to know whether you have what it takes to become an entrepreneur (hint, hint: you do!), Idea-a-Day was created for you. Disclaimer: Start Up Heart Up, LLC is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options, selection of forms or strategies. This publication is designed for general information purposes and does not constitute legal advice. See your attorney regarding your specific situation. .

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Ideate. A space to freely doodle, design, & dream up new ideas.

Fill the following pages with your notes and drawings for each of your ideas. Revisit these pages as your existing ideas grow and evolve, and remember that no idea is too small to explore a little further! Start to consider whether and how your idea could become a product and how you could build a business around that product.

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Delineate. A space to develop & define your most promising ideas.

The following pages include questions and prompts designed to guide you through researching and developing three of your most promising ideas with legal and business principles in mind. Completing this section will provide you with clarity, direction, and strategy to determine how a particular idea could manifest as a product, what is your market potential, and who would be your ideal customer. .

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1. Identifying Your Idea

Idea/Business #1:

Describe the problem, shortcoming, or other market need that you set out to solve. Why did you decide to solve it? Identifying the “problem” will help you in many areas of business, for example for launching a marketing campaign that tells a story (from problem to solution, and everything in between). Is this problem universal or experienced by a specific group of people? Describe your proposed idea to solve this problem. Consider alternative solutions so you have a few to work with during product development. Keep track of any dates relating to your research, development, or discussions around the idea, and be sure to note whether anybody contributed to your solution (either co-invented or provided you the money and/or other resources utilized in developing this idea): Explore the different ways your idea may be materialized as a product to be sold to customers who are affected by this problem:

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2. Distinguishing Your Idea

Idea/Business #1:

What other solutions already exist that attempt to solve the same problem? (In the intellectual property world, this information is sometimes known as the “prior art” and is critical to understand when seeking patent protection).

Focus on the existing solutions: How is each one deficient, ineffective, or otherwise inadequate to solve this problem? How is your solution better than existing solutions? Does your solution replace existing solutions or complement them? Consider all possible differences, such as key features, materials, cost, quality, etc.

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3. Defining Your Product

Idea/Business #1:

What type of product could be created utilizing your idea? Check all that apply. [ ] Goods (tangible items or devices that will be physically transferred to customers) [ ] Services (intangible offers of labor, information, or other work performance) List the key features and unique attributes of your product idea. Be creative!:

Brainstorm keywords and phrases that relate to your product idea. This list will be useful for a variety of business purposes, such as conducting intellectual property analyses, identifying your competitors, building your brand, and creating a marketing strategy:

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4. Understanding Your Market

Idea/Business #1:

In order to strategically increase the market share of your business, you will need to understand your industry, your competitors, your customers, and where you fit in to the big picture. Use this space to identify the industry in which your business will operate, i.e. the space in which similar products are sold (such as apparel, food/beverage, software, media, consumer services, etc.): Who are your main competitors in this industry? Create a list of companies that offer the same (or similar) products. Consider how you may be able to compete, complement, or even partner with these companies:

Why would a customer choose your product over the closest competing products? For example, is your product more affordable, made from higher quality materials, contain better content, etc. This will be your competitive advantage in the market:

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Let’s​ ​do it again!

Explore another one of your brilliant ideas.

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1. Identifying Your Idea

Idea/Business #2:

Describe the problem, shortcoming, or other market need that you set out to solve. Why did you decide to solve it? Identifying the “problem” will help you in many areas of business, for example for launching a marketing campaign that tells a story (from problem to solution, and everything in between). Is this problem universal or experienced by a specific group of people? Describe your proposed idea to solve this problem. Consider alternative solutions so you have a few to work with during product development. Keep track of any dates relating to your research, development, or discussions around the idea, and be sure to note whether anybody contributed to your solution (either co-invented or provided you the money and/or other resources utilized in developing this idea): Explore the different ways your idea may be materialized as a product to be sold to customers who are affected by this problem:

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2. Distinguishing Your Idea

Idea/Business #2:

What other solutions already exist that attempt to solve the same problem? (In the intellectual property world, this information is sometimes known as the “prior art” and is critical to understand when seeking patent protection).

Focus on the existing solutions: How is each one deficient, ineffective, or otherwise inadequate to solve this problem? How is your solution better than existing solutions? Does your solution replace existing solutions or complement them? Consider all possible differences, such as key features, materials, cost, quality, etc.

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3. Defining Your Product

Idea/Business #2:

What type of product could be created utilizing your idea? Check all that apply. [ ] Goods (tangible items or devices that will be physically transferred to customers) [ ] Services (intangible offers of labor, information, or other work performance) List the key features and unique attributes of your product idea. Be creative!:

Brainstorm keywords and phrases that relate to your product idea. This list will be useful for a variety of business purposes, such as conducting intellectual property analyses, identifying your competitors, building your brand, and creating a marketing strategy:

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4. Understanding Your Market

Idea/Business #2:

In order to strategically increase the market share of your business, you will need to understand your industry, your competitors, your customers, and where you fit in to the big picture. Use this space to identify the industry in which your business will operate, i.e. the space in which similar products are sold (such as apparel, food/beverage, software, media, consumer services, etc.): Who are your main competitors in this industry? Create a list of companies that offer the same (or similar) products. Consider how you may be able to compete, complement, or even partner with these companies:

Why would a customer choose your product over the closest competing products? For example, is your product more affordable, made from higher quality materials, contain better content, etc. This will be your competitive advantage in the market:

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One more time!

You’re a genius. Let’s give another idea some T.L.C.

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1. Identifying Your Idea

Idea/Business #3:

Describe the problem, shortcoming, or other market need that you set out to solve. Why did you decide to solve it? Identifying the “problem” will help you in many areas of business, for example for launching a marketing campaign that tells a story (from problem to solution, and everything in between). Is this problem universal or experienced by a specific group of people? Describe your proposed idea to solve this problem. Consider alternative solutions so you have a few to work with during product development. Keep track of any dates relating to your research, development, or discussions around the idea, and be sure to note whether anybody contributed to your solution (either co-invented or provided you the money and/or other resources utilized in developing this idea): Explore the different ways your idea may be materialized as a product to be sold to customers who are affected by this problem:

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​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 26


2. Distinguishing Your Idea

Idea/Business #3:

What other solutions already exist that attempt to solve the same problem? (In the intellectual property world, this information is sometimes known as the “prior art” and is critical to understand when seeking patent protection).

Focus on the existing solutions: How is each one deficient, ineffective, or otherwise inadequate to solve this problem? How is your solution better than existing solutions? Does your solution replace existing solutions or complement them? Consider all possible differences, such as key features, materials, cost, quality, etc.

.

​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 27


3. Defining Your Product

Idea/Business #3:

What type of product could be created utilizing your idea? Check all that apply. [ ] Goods (tangible items or devices that will be physically transferred to customers) [ ] Services (intangible offers of labor, information, or other work performance) List the key features and unique attributes of your product idea. Be creative!:

Brainstorm keywords and phrases that relate to your product idea. This list will be useful for a variety of business purposes, such as conducting intellectual property analyses, identifying your competitors, building your brand, and creating a marketing strategy:

.

​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 28


4. Understanding Your Market

Idea/Business #3:

In order to strategically increase the market share of your business, you will need to understand your industry, your competitors, your customers, and where you fit in to the big picture. Use this space to identify the industry in which your business will operate, i.e. the space in which similar products are sold (such as apparel, food/beverage, software, media, consumer services, etc.): Who are your main competitors in this industry? Create a list of companies that offer the same (or similar) products. Consider how you may be able to compete, complement, or even partner with these companies:

Why would a customer choose your product over the closest competing products? For example, is your product more affordable, made from higher quality materials, contain better content, etc. This will be your competitive advantage in the market:

.

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Create. A space to take action & bring your best idea to life.

These pages contain simple, easy-to-follow primers on key legal and business principles, as well as action items for launching your business. Take the one idea that demonstrated viability, strength, and market-need from the previous “Delineate” pages and apply this business-building toolkit. Identify your unique business needs, seek additional resources, set up a timeline, and hold yourself accountable. Anything with a [ ] box next to it is an action item. Check all that apply for your business & revel in the accomplishment of getting things done!

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P ​ lanning Your “Idea-to-Launch” Business Timeline Setting and achieving goals around your business will be easier and more effective if you create a timeline for starting up your business, and follow it to hold yourself accountable. An example timeline for taking steps towards starting your business is included below.

Date

Example​ Plan of Action - Bright Idea to Business Launch

[ ] *Research, understand, and define both your idea a ​ nd​ the business that you will build around that idea, including: [ ] Envision & apply your idea as an actual product(s). [ ] Identify & analyze the market, market growth, & your market share.

[ ] Draft a business plan that details the strategy and scope of your business, including: [ ] Proposed plans for operations, staffing, & leadership. [ ] Expected financials.

[ ] Consult with experts as needed to manage the operations of your particular business & industry where you lack expertise. [ ] Developer(s) (Content, Software, Product, etc.) [ ] Consultant(s) [ ] Financial [ ] Legal

[ ] List all Confidential Information & put CDA’s in place. [ ] Identify and analyze potential intellectual property. [ ] File and/or register for IP protection. [ ] Trademark [ ] Copyright [ ] Patent

[ ] Identify and execute any business formalities, including: [ ] Register your business. [ ] Obtain EIN. [ ] Obtain required business license(s) and/or operating permit(s). [ ] Open a business bank account. [ ] Obtain appropriate business insurance.

[ ] **Draft & put business contracts in place to protect yourself from liability and to protect your assets, e ​ .g. ​with: [ ] Strategic Partners (​e.g. ​other companies). [ ] Vendors & Service Providers. [ ] Customers & Clients.

(check each box when completed)

*You have started this process already in the “Ideate” and “Delineate” pages of this workbook. **See our contracts primers & templates for more in-depth review & action items for your business.

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Planning Your Product & Marketing Timelines

Date

Example​ Plan of Action - Product Development (check each box when completed)

[ ] Define and develop your product(s), including: [ ] Brainstorm potential distinctive & unique product features. [ ] If your product includes services, outline with specificity. [ ] Brainstorm tiered package options for different price points.

[ ] Identify any expert(s) (if needed) to build your prototype, including: [ ] Software engineers. [ ] Product developers. [ ] Manufacturers. [ ] Teachers or mentors in the relevant industry.

[ ] Build, draw, or write out in detail a first prototype version of the product. [ ] Identify all dimensions & materials considered for the prototype. [ ] Test each product feature to identify any areas for further development. [ ] Implement any modifications into additional prototype versions until you reach a minimum viable product (“MVP”).

[ ] Finalize specifications for your prototype based on customer feedback. [ ] Send a prototype to friends and family to be reviewed. [ ] Gather feedback from actual potential customers by showing them (in-person or online) or giving them a prototype version of the product.

Date

Example​ Plan of Action - Marketing Strategy (check each box when completed)

[ ] Perform market research and analyze your position in the market, including: [ ] Research market demand & project growth for your (& similar) products. [ ] Identify and describe your competitors, their products, & pricing. [ ] Identify and describe your ideal potential customer.

[ ] Determine and focus in on your specific brand, business, & product, including: [ ] Write out your key product features & unique attributes. [ ] Brainstorm how you differ from competitors. [ ] Choose your business name, key branding words, and phrases.

[ ] Build marketing strategy (pricing, promotion, distribution), including: [ ] Create value messaging based on how your product is different from competitors’ products. [ ] Research and generate your optimization strategies.

[ ] Create various channels to market and/or sell your product based on where your ideal customer spends time, including: [ ] Purchase a relevant domain & design your website. [ ] Create and cross-link social media accounts. [ ] Identify key thought leaders & influencers in your industry to send your product as a gift (or request to discuss (if you’re comfortable with the ask!)

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Building Your Prototype Use this space to describe, sketch, & design different embodiments of your product idea. If your idea encompasses a physical product, draw & label the key components, dimensions, & materials. If your idea encompasses a service, create a flowchart or outline the different service features. Be as detailed as possible, and note whether any elements could be modified or customized. This information will be useful for constructing & beta testing a prototype (a working model). Pro Tip: C ​ onstruct/design as many prototype version(s) as needed until you reach a “minimum viable product”, ​i.e. a ​ product with just enough features to satisfy early customers and provide feedback for future product development. .

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Knowing Your Customer The heart of a thriving business is not the product itself, but the customer. Ensure that your marketing efforts are made mindfully & strategically to attract primarily those customers that are most likely to buy your product. Use this space to describe in detail a typical or ideal customer for your product. What is their demographic? What do they do for fun, and where do they hang out? Do they use social networking? How do they get their morning news? This information will help you build effective marketing campaigns that will actually reach these individuals (literally and figuratively!):

Based on the individual described above, what market channels would be the most effective for advertising and/or selling your product? (Check all that apply): [ ] Online directly through your own website or app. [ ] Online through other online retailers or advertisers (such as Amazon or Instagram). [ ] Through my own retail store. [ ] Through other retailers (such as Bed, Bath, & Beyond). .

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Selling Your Idea Whether it be with family members, potential investors, or potential customers, the time will come where you must be prepared to sell your idea. Using the storyline created over the previous pages, write and practice reading out loud your “elevator pitch” (a succinct and persuasive sales pitch that you could deliver to a stranger on a 30 second elevator ride). Start with the “why” behind your idea, then point out key features that give your product its competitive edge:

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Testing Your Business Model “The first step in exceeding your customer’s expectations is to know those expectations.” Roy H. Williams.

Early customer feedback allows you to enhance and better develop your design before incurring substantial production and marketing expenses. For example, include a self-addressed feedback postcard in early product packaging or attend events with samples for immediate customer feedback. Use this space to brainstorm and describe possible methods of testing your proposed business model. Who are the potential early adopters of your product, and how can you access them in order to let them know about your product and receive early feedback?

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Consultants & Other Experts

Review the following primer and explore how consultants & experts may be useful (or even necessary) to help you build and understand the more specialized corners of your business. Where do you lack the requisite knowledge to adequately protect your assets, meet common industry standards, or comply with regulatory requirements? Financial Certified accountants and financial advisors can help a business owner understand all financials of operating their business. Such experts can assist you with administering payroll, accounts receivable & accounts payable, profit & loss statements, and balance sheets. If a company seeks funding, a financial expert can help review and strategize for loan preparation or venture capital efforts. Financial experts can also help a business owner decide which type of corporation to form, such as an LLC, to maximize available tax benefits. They can also assist in planning and preparing tax filings on behalf of the company.

Legal

Consultants

Lawyers and legal experts can help a business owner understand and address the risks of activities relating to the business. For example, a business may include a physical activity that could cause injury (e.g. SoulCycle), or food/drink for consumption (e.g. Starbucks). Depending on the unique nature of your business, you may need to put company policies, insurance, and/or contracts in place that address such potential liabilities. Lawyers can also help a business owner decide which type of corporation to form, such as an LLC, to protect the business owner from being held personally responsible for the company’s obligations and liabilities.

Consultants come in many forms, from general business consultants to industry-specific experts. Often consultants offer individualized and/or tiered service offerings, so your experience may vary greatly depending on who you connect with. Some areas of consultancy you may want to explore further include (check as needed for your business): [ ] Sales [ ] Marketing [ ] Social Media [ ] Human Resources [ ] Operations [ ] Supply Chain [ ] IT [ ] Risk & Compliance [ ] Industry-Specific [ ] Regulations (State & Fed)

Use this space to take notes of relevant legal & consulting advice you’ll need to obtain for your unique business:

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Strategic Partnerships

Use this space to keep names, take notes, & build action items around the consultants & experts in your industry for guidance and/or partnership. Be sure to write down your teachers & mentors who you already know and trust to give feedback and support. Also identify all your favorite experts or influencers in your field who you’d love to meet & learn from! Brainstorm the dream partners for your product launch & promotional activities. How & where can you access them to pitch the partnership? Could any of the above individuals be a good fit for strategic partnership? Use this space to draft & perfect your partnership proposal before reaching out to them (then take a deep breath, and go for it!):

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Intellectual Property There are many forms of intellectual property, including patent, trademark, copyright, trade secret, and confidential information, which are defined below (US). Type of IP

Example

Definition

Eligibility

Length of Protection

(Check All That Apply to Your Business)

Trademark

[ ] Business Name [ ] Logo [ ] Product Name [ ] Slogan

A trademark is generally a word, name, or symbol that is commercially used in connection with goods or services, to (1) indicate the source of the goods/services and (2) distinguish them from others (competitors). ​Prior to USPTO registration, use ™ symbol next to mark. After registration, use ® symbol.

Mark is used in commerce (​with sale of product​) and indicates the source (​origin​) of the goods or services. Attorney not needed to register, but recommended.

US registered trademark protection can last indefinitely if you continue to use the mark & file all necessary maintenance documents & fee(s) at the appropriate times. File & learn more: uspto.gov/trademarksapplication-process/fili ng-online

Copyright

[ ] Works of Art [ ] Music [ ] Lyrics [ ] Literature [ ] Drawings [ ] Photos [ ] Videos [ ] Recordings

Copyright is a form of protection provided by law to authors of “original works of authorship”. ​Affix copyright notice directly on the work, e.g.: “​©​ (or (‘Copyright’) [Year 1st Published] [Name]”

Original work (​i.e. not copied​); Fixed in a tangible medium of expression (​written down, recorded, uploaded, etc.​) Attorney not needed to register.

US copyright protection begins the moment a work is fixed in tangible form. Generally, copyright lasts for the life of the author plus 70 years. Registration of copyright is not required, however does offer benefits. ​Register & learn more: copyright.gov

Patent

[ ] Machine [ ] Device [ ] Formulatio n [ ] Method [ ] Process [ ] Compound

A patent for an invention is the grant of an exclusive property right to the inventor (or other owner, if assigned), issued by the US Patent & Trademark Office. D ​ o not talk to others about your invention until you speak with a patent attorney.

New; Useful; & Non-obvious (​to one skilled in the art based on “prior art”, i.e. existing technology in the space​). Attorney not needed to file, but highly recommended!

US patent term is generally 20 years from the date on which the application was filed. Learn more: uspto.gov/patent Pro Bono Patent Law for Georgia Inventors: gapatents.org/

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Intellectual Property Type of IP

Example

Definition

Eligibility

Length of Protection

(Check All That Apply to Your Business)

Confidential Information

[ ] Sensitive, proprietary data. [ ] Information relating to inventions. [ ] Strategic business plans. [ ] Customer lists.

Confidential information is a term that is typically defined by contract. Excluded information typically includes information that is or becomes public, and information that the recipient already had knowledge of or developed independently. ​Write “CONFIDENTIAL” on documents that detail your IP and put CDA’s in place before sharing with others.

As agreed to by parties to written contract or other binding agreement. Attorney not needed to protect your confidential information, but recommended.

For as long as the applicable contract defines. For example, the parties exchanging confidential information may agree to hold the confidential information in strict confidence for 3 years, 10 years, or indefinitely.

Trade Secret

[ ] Secret Formula [ ] Secret Program [ ] Secret Method [ ] Secret Process [ ] Secret Data or Information

Information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use.

In general, to qualify for trade secret protection, the information must be strictly secret and efforts must be taken that are reasonable under the circumstances to maintain its secrecy. Attorney not needed to protect your trade secrets, but h ​ ighly recommended!

For as long as the strict secrecy of the trade secret is maintained (i.e. based on applicable state/federal legal requirements). Learn more:

uspto.gov (search site for “trade secret”).

IP Pro tip #1 (re: Confidentiality): N ​ ever share information about your IP without a Confidential Disclosure Agreement (aka “CDA” or “NDA”) in place. This will help prevent others from using your proprietary information for their own benefit and help prevent loss of legal rights, such as patent protection. IP Pro Tip # 2 (re: Patents)​: Disclosing your invention could s ​ eriously jeopardize or cause complete loss of any patent rights​.​ Talk to a patent attorney ASAP to determine whether your invention is eligible to file for patent protection (& if so, they can file on your behalf). Tell your attorney whether you have shared any details about your invention with others (​e.g. conversations, presentations, prototypes, and/or sales). If you are ​an i​ ndependent inventor or small business, check out the ​USPTO’s ​Patent Pro Bono Program to see if you qualify for​ free patent assistance​. .

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Protecting Your Intellectual Property Use this space to identify and analyze what IP you currently own. Explore how you can you protect and maximize the value of your IP at this early stage: What are your current plans for your business idea and related IP? [ ] Start and operate a new business centered around this intellectual property. [ ] License or sell my intellectual property to an existing company or competitor. Is there additional IP that you plan to develop? If so, what resources will you need in order to do so? Will you need to hire vendors, contractors, or employees, e.g. to conduct research, build prototypes, write software?

Pro tip: ​If you plan to build a brand around your company name or other trademarks, search your company name (including various phonetic spellings) on the USPTO’s Trademark Electronic Search System (TESS) to make sure your proposed trademark is available for US registration for your product(s).

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​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 42


Counting Your Pennies You may be quite excited at the potential profits you will reap from your new business, but be sure to also diligently identify and keep track of all expected costs. Start with a simple profit & loss statement, but expect this document to grow in complexity with your business. Use the example below or browse templates online, ​e.g. ​ by Googling® “filetype:xls profit and loss”. P&L Entry (​ Fiscal Year 2020)

Example

Sales: Net Product Sales Net Service Sales Total Net Sales Cost of Goods Sold Gross Profit Operating Expenses: Wages/Salaries Rent Utilities Marketing/Advertising Outside Services Insurance Other Expenses Total Operating Expenses Operating Profit

Notes for Your Company

$60,000 $40,000 $ ​ 100,000 ($20,000) ​$80,000 ($8,000) ($3,000) ($1,000) ($4,000) ($1,000) ($1,000) ($2,000) ($20,000) $ ​ 60,000

Pro tip: ​Keep track of the item, amount, and date for every expense related to your business (hello, tax deductions!). Accounting software can be an invaluable time-saving tool for small businesses to manage expenses, invoice customers, pay bills, and generate reports for planning or tax filing. Use this space to keep track of your early business expenses:

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Business Contracts 101 Be wary of ambiguity and “legalese” (overly complicated legal language) when reviewing your contracts. This style of writing can be confusing, and the meaning of your contract document should be clear to any reader. Contract disputes often revolve around the meaning of ambiguous, vague, or unclear language. Never rely on a “handshake” deal! The following table outlines several common types of business contracts you may run into​: Customers & Clients 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11.

Sales / Purchase Bill of Sale (No) Warranty Services Consulting License Assignment of IP Terms of Use Privacy Policy End User License Payment Agreement

Other Firms & Companies 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22.

Confidentiality (CDA) Technology License Content License Asset Purchase Lease Manufacturing Distribution Product Development Payment Agreement Investment Contract Promissory Note

Employees & Affiliates 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33.

Employment Ind. Contractor CDA Assignment of IP Exclusive Employment Stock Option Termination Corporate Partnership Operating Agreement Articles of Org. Shared Services

Despite the wide variety of contract types, most contracts are built from a similar backbone and include similar key terms and provisions. Some typical core contract provisions & their meanings are included below: Defined Terms​ - Nearly all contracts include “defined” terms, and if they don’t, they should! Defining relevant key terms provides the clarity needed for interpreting the contract both before and after it’s signed. Defined terms also allow you to shorten the document by reducing a repetitive lengthy explanation of important aspects of your agreement that will be discussed multiple times throughout the document. For example, you may define the term “Confidential Information” to specifically list everything your company deems to be confidential, and the term “Services” to specifically list all anticipated actions that the servicing party may be taking. (See Idea-a-Day’s Example Service Agreement to see these definitions in action!). A defined term is typically capitalized, underlined, or italicized throughout the entire document. Purpose​ - Often located on its first page, a contract may narrowly define the “Purpose” to expressly limit which activities and items will be covered by (and thus governed by) that specific document. Contracting parties often have multiple agreements in place over the course of their business relationship (e.g. a CDA, master service or partnership agreements, SOW’s, purchase orders, etc). Narrowly defining the purpose of each individual document also eases the otherwise cumbersome process of internal contract management. Confidentiality​ - A confidentiality clause should be included in every agreement under which the parties may be sharing proprietary and/or sensitive information (unless a separate standalone CDA already exists between the parties). This ensures that confidential information is thoroughly protected at every stage of the relationship. Be sure to explicitly define what is, and what is not, considered “Confidential Information” by the parties by expressly defining this term. .

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Termination​ - Considered by some to be the most important term in a business contract, this term should set forth the procedure for terminating the agreement as may be appropriate based on the specific circumstances. For example, it should detail who may terminate, how much advance notice is needed, and what steps must be taken (and by whom) with respect to any confidential information, data, products, or IP developed under the agreement. Be wary of language around payments owed upon termination, e.g. the remainder of the contract even if products/services are not provided beyond the termination date. Dispute Resolution​ - This clause sets forth what happens when a dispute arises under the contract. The parties may agree to settle disputes out of court in order to avoid the high costs and uncertainty of lawsuits. They may first attempt negotiating a solution in “good faith” and/or enlist a mediator to do so. In some cases, where no resolution is achieved by mediation, the parties may opt for binding arbitration proceedings. Warranties​ - This term often sets forth what each party guarantees (or does not guarantee) to the other and will vary considerably from contract to contract. For example, a CDA may state that the disclosing party w ​ arrants​ that it has the right to disclose the information (via title or permission) but ​does not warrant​ that any of the information shared is accurate. In another example, a Purchase Agreement may state that the seller w ​ arrants​ that the goods do not infringe third party intellectual property but d ​ oes not warrant ​that the goods sold will meet certain quality standards. Be sure to read warranty clauses carefully and understand what you are really giving up. Liability​ - Most contracts include a provision that specifically limits what each party may be held liable for or that completely disclaims all liability arising from either parties’ actions under the contract. For example, a software company may specifically disclaim liability for problems that arise from the customer’s use of their software. Alternatively, the software company may more generally disclaim all liability, i.e. for any problems whatsoever, that may arise from that contract. Be sure to read liability clauses carefully and understand what you are really giving up. Non-Solicit & Non-Compete​ - Sometimes a company will require the other party to agree not to solicit or offer to hire clients or employees of the company for a set number of years after the contract terminates. Similarly, a company may require the other party to agree not to perform similar services or obligations (or sell similar products) to a competitor of the company for a set number of years. These provisions can be overly broad and cumbersome, in particular where you are an individual or small company and have little leverage to negotiate with. Be sure to read these clauses carefully and understand what you are really giving up. Jurisdiction / Venue​ - Jurisdiction (or venue) defines where litigation arising from the contract must take place. If the other party insists on a venue located far from you, consider adding a requirement that the parties first attempt to negotiate a settlement “in good faith” before bringing a lawsuit, as the costs of traveling and hiring an out of state attorney may be overly burdensome. .

​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 45


Your Business Contracts Business contracts are often your first line of defense in making sure your business operates smoothly and as you intend. As a new business owner, you may be able to start by using online templates for simple contracts, but as your business grows it will be increasingly more important to draft, review, and negotiate custom business agreements with a sharp legal eye. Keeping in mind that every business has unique needs, consider what types of contracts you may need for your new business. ​Contracts should be in place if you plan to do any of the following: (Check all that apply!)

[ ] sell products and/or services (1, 2, 3, 4, 5, 7, and/or 8) [ ] hire individuals to perform work as employees (23, 25, 26, 27, 28, a/o 29) [ ] hire individuals to perform work as independent contractors (24, 25, 26, 28, a/o 29) [ ] corporate formation / partnership (25, 30, 31, 32, and/or 33) [ ] seek funding or work with investors (12, 21, a/o 22) [ ] hire service providers to perform or consult on your operations (4 a/o 5) [ ] pay vendors for access and services for software or other platforms (4, 10, a/o 13) [ ] lease or purchase real estate (1, 3, a/o 16) [ ] lease or purchase equipment or software (1 a/o 10) [ ] purchase any raw materials or other supplies (12 a/o 15) [ ] outsource manufacturing, packaging, storage, or distribution (12, 16, 17, a/o 18) [ ] sell or license your IP to another company (or in-license other’s IP) (12, 13, a/o 14) [ ] partner or co-develop products or services with another company (12 a/o 19) [ ] collect any personal data (such as emails for mailing list) (8 a/o 9) [ ] have a website for your business (8 a/o 9) Use this space to keep track of contracts you are reviewing or entering into. Write down any specific terms that are complicated, ambiguous, or confusing to you, and talk to an attorney before signing to ensure you fully understand what rights & obligations:

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​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 46


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​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 47


Well done!

You’ve reached the end of your beginning. Good luck, you savvy entrepreneur, you!

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​© 2018-2019 Katherine A. Gruner | startupheartup.com | Start Up Heart Up™ | Idea-a-Day™ | All rights reserved | Not authorized for reprint. 48



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