Intellectual property?

Deliverance

I have been working with a client / friend recently. they are opening a Deli in New York. I have done a lot of work for them in designing a sign, menu etc and it has all worked out well design wise and the business is starting to take off, but it is slow in doing so. I feel that the business has great potential and the brand and design that I have worked on is unique.

I was in contact with the client /friend tonight and it seems that they have been offered 100,000+ for the business as a first offer and the guy has been in twice making the same offer!

Makes me think, I did this as a freebie for friends. If they do decide to sell up making a nice profit in the process where does that leave my design as part of this whole potential deal? I think it would be wise for me to claim the design as I am the owner of said design (no contract has been written).

As far as intellectual property rights go, has anyone got any idea on how I can claim my design legally just in case they do sell up? I feel that it would be wise for me to be thinking this way but I haven't a clue as to what possible legal steps to take. I have all the original files but have passed them on to the friend. What I'm thinking is if he does sell up then I will sell rights to the design to the new owner if it comes down to that.

I am in the process of branding and advertising the business to make it work etc. But if they sell it with the business I would like to make it worth my while as well. Any ideas, experience or opinions appreciated, I am totally new to all this.

Piriz

hey Deliverance,

i think your predicament is quite interesting, firstly fair play to you for doing such work for free...secondly, i think you need to look into getting your designs 'registered' in your name...its called getting a 'registered design' on a design... this applies to aesthetics rather than patents for unique function etc.. they are relatively inexpensive but i don’t know if the legal ownership will cross into every continent so a US registered design may be necessary...the other thing is getting copyright protection this is similar to the above and lastly there are 'trademark' designs you may require one or all 3 of these depending on what exactly you have designed and how many different designs they use (every different image needs protecting)...if you came up with the brand name and designed the logo and accompanying identity you are probably in a strong position if you can legally get ownership of all your work... i feel its the brand and brand identity this buyer is interested in perhaps more so than any other unique feature of the business.., its possibly very marketable.. If you did not come up with the name of the business you may not be in the strongest position…
if you acquire ownership of the branding name/graphics etc. then you become a stakeholder.. and if they decide to sell then you will need to declare that you own these…no point in chasing them through the courts…well get legal advice there…
but if they know you want a share in the profits if they sell then you will need to negotiate yourself into the deal otherwise they will not pursue the deal..
In my opinion get ownership of the graphics branding quickly and tell them you are letting them use your work for free not own your work, you may require this to be legally drawn up or some kind of binding agreement, brush up on some contract law too…think you might find your friendship may be on the line with these people but feck it if they are willing to profit on your work and not cut you a share then feck em!!
The patents office might be able to point you in the right direction or provide you with literature on registered designs, copyright & trademarks…but the contract/binding agreement based on you having ownership of that material and them using it for free (for a period of first few years for example)
Would love to know how you get on…even for the benefit of furthering my own knowledge on the subject…im qualified in product design and engineering so patents are usually involved there which are a bigger pain in the…
So look up: registered designs, copyrights, tragemarks,
Make sure you keep evidence that you carried out the work,
Contact enterprise Ireland, speak to an adviser and explain your situation…they may help and patentsoffice.ie good luck…so fill us in on any developments cheers!!
If you did not come up with the name of the business you may not be in the strongest position…

p

I have to ask the question. You friend wanted to open a business so you did him a favour and help him make it a success. Surely selling a business is making a success, so why would you expect any money? His goal was always to make profit. 100k isn't really anything at all given all the time & energy he's put into the company. He'd earn that in 2 years of any decent profession in NY.

Deliverance

First of all thanks piriz for that comprehensive reply it'll certainly give me a lot to research. Secondly the last thing I'm going to do is demand anything from my friend. The business is theirs and I hope they don't sell I want them to make it a success. If they do sell then I want none of the profits from that sale at all the last thing I would do is dip into my friends pocket.

Piriz mentioned what I was thinking, 'that the brand and the company as a whole' is what the buyer is interested in. With this in mind I do feel a kind of ownership of the design and I'm just looking at all the options open to me if the business is sold to a 'stranger' along with the design. I would like to retain it as my work if possible.

In the unlikely outcome that said stranger launches a chain and makes enormous profit then I would like to be in a position to at the very least get credit for the design (if not make a bit of a profit out of it as well).

I find it very interesting like piriz in a theoretical way. I'm not familiar with NY business and turnovers but I hope 'p' is right and my friend doesn't sell and sticks it out and goes on to be very successful that would be payment enough for me in that respect and it wouldn't do my portfolio any harm either.