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Small Business Owners

Individuals or groups who wish to build or have already started a for-profit business around a retail, supplier or services model fit into this category. Technology may be involved, but the business plan should not be centered on commercialization of a new technology. Businesses seeking to commercialize a technology should review the section on "Technology Entrepreneurs" instead.

The business should be in the planning stages or, if already launched, should not currently be generating substantial profits or sufficient revenue to allow the founders to be paid fair market rate for their services. Eligibility of individual founders with other current sources of income will be assessed according to the income guidelines set out in the General Guidelines for Client Eligibility.

Accepted clients will be assigned a team tailored to the needs of the proposed venture. In some cases this will be a full team consisting of different students and attorneys for review of:

• Business planning, structure and governance
• Intellectual property, particularly trademarks, trade secrets, copyright and, if applicable, patents
• Employment law, business licensing and tax planning and compliance

In other cases, the small business owner will be assigned a team with a single student and supervising attorney. For example, a small business with no employees that seeks a simple corporate or LLC structure and governance documents may benefit from counseling of a single business law trained student and supervising attorney team.

The initial confidential legal audit report will assess the following areas, as applicable; additional legal services in these areas may also be offered upon mutual written agreement of the business and the ELC:

• Business planning
• Entity selection and registration
• State and local business licenses
• Limited federal, state and local tax issues
• Financing documents (e.g., capitalization table guidance)
• Leases and other commercial contracts
• Employment agreements
• Assistant with trademark and copyright registration, provisional patent applications and licensing agreements
• IP counseling regarding branding, copyrights, trademarks, trade secrets, freedom to operate, unfair competition, antitrust, publicity rights and privacy rights

Social Entrepreneurs & Non-Profits

Individuals or groups who wish to build a non-profit business or charitable services organization, as well as those pursuing social entrepreneurship objectives, fit into this category. Most of these ventures will be generally eligible for services provided by the ELC. Well-established non-profits with substantial endowments, as well as private foundations, will likely not be eligible for services provided by the ELC.

Because of the emerging trend in social entrepreneurship for new ventures to demonstrate both low cost access strategies and profitable market strategies, the ELC will consider providing services to founders who are not exclusively committed to forming a non-profit. In fact, the ELC can help such founders think through the pros and cons of establishing non-profit vs. for-profit organizations.

Accepted clients will be assigned a team tailored to the needs of the proposed venture. In some cases this will be a full team consisting of different students and attorneys for review of:

• Business planning, structure and governance
• Intellectual property, particularly trademarks, trade secrets, copyright and, if applicable, patents
• Employment law
• Business licensing and simple tax planning and compliance
• Counseling and policies related to healthcare entities, volunteerism, conflict of interest

In other cases, a non-profit or social entrepreneurship venture will be assigned a team with a single student and supervising attorney. For example, a small co-op that needs to focus solely on governance and co-op organization law or obtaining tax exempt status can benefit from the efficiencies of a single business and tax law trained student and supervising attorney team.

The initial confidential legal audit report will assess the following areas, as applicable; additional legal services in these areas may also be offered upon mutual written agreement of the venture and the ELC:

• Leases and other commercial contracts
• Employment agreements
• Trademark and copyright registration, provisional patent applications and licensing agreements
• IP counseling regarding branding, copyrights, trademarks, trade secrets, freedom to operate, fair use, publicity rights and privacy rights
• Industry/technology specific legal issues such as:
  • Initial FDA and state regulatory issues for health care and life sciences products or services
  • Privacy, information security and cross-border commercial issues for information technology products or services

UW & ITHS Faculty Researchers

The ELC partners across the University of Washington, to deliver assistance to the UW faculty researchers, students, and others who are interested in forming spin-off companies to commercialize their technologies, start nonprofits or other commercial ventures.

UW-affiliated applications must still submit a client application, found here, although may be assessed with expanded or different eligibility criteria.

UW Faculty Researchers

Please contact the ELC directly to apply for services, including identifying whether you filed a with UW CoMotion or are preparing to file one before being accepted as an ELC client. In most cases, the UW faculty researchers work with CoMotion’s New Ventures staff to determine whether the technology is best licensed out to existing businesses or whether it is suitable for a new spin-off company. If you and CoMotion determine that a spin-off company is warranted, then New Ventures staff will work with the ELC to have a team assigned to you. The first step will be our core legal audit service that provides a comprehensive analysis of potential legal issues. Following this, the ELC will work with you and CoMotion to determine which further services the ELC will provide to you and the spin-off company. Please note that the ELC cannot represent you or your spin-off company in negotiations with UW for things like technology transfer/IP licenses from the UW. Be aware that technologies you have developed at the UW are most likely the property of the UW. Clients actively working with CoMotion do not receive intellectual property counseling.

Non-UW Faculty Researchers

If you are not a UW faculty member, please be aware that technologies you have developed at your research institution may be the property of your employer. We strongly encourage you to discuss ownership of your technologies with your institution, especially its office of technology transfer.

Accepted UW-affiliated clients will be assigned a team consisting of different students and attorneys for review of each of the following, as needed:

• Intellectual property (IP), including patents, copyrights, trade secrets and trademarks
• Corporate and securities law, including counseling as to what to expect in angel or venture capital financing rounds, and exit strategies
• Initial tax planning for fast growth enterprises, including consideration of "C" and "S" corporation tax status, stock options and other alternative or enhanced compensation plans
• Employment issues, with particular focus on IP assignment, confidentiality and non-compete clauses
• Industry/technology specific legal issues such as:
  • FDA and state regulatory issues for health care and life sciences ventures
  • Privacy, information security and cross border commercial issues for online or e-commerce ventures