doing business in the united states, ireland doing business in the united states, ireland export, ireland exporter, ireland us affiliate, irish export, irish exporter, northern ireland doing business

The Survey Says?

Mike Burke About, Choice of Entity, Distribution Agreements, Formation Issues, Life Sciences, Smart Exporting , , , , , , , , ,

The good news is that we’re going to re-start our webinar series on US legal topics for Irish and Northern Irish businesses expanding to/operating in the US. But we need your help: we’re looking for feedback on the topics that might be of interest to an audience of Irish/Northern Irish businesses, their advisors, and other interested parties. The survey is at http://agglaw.polldaddy.com/s/irelandnisurvey

Please take a moment to give us some feedback, and please feel free to forward along to your colleagues and contacts. Thank you in advance for your help.

 

No Termination Payment for You!

Mike Burke Distribution Agreements, Intellectual Property, Nondisclosure Agreements , , , , , , , , ,

I was recently asked whether the US had any regulations similar to the EU’s Commercial Agent Regulations–pursuant to which, upon termination or expiration of certain agency contracts, the agent would be entitled to an indemnity/compensation payment. The specific question related to a sales agency agreement, but the answer for the US is valid for agency, distribution and similar agreements.  The short answer is ‘no,’ the general rule in the US is that there are no termination payments due upon termination of a ‘commercial agent’ (or expiration of the term of the agency agreement). Notwithstanding that answer, I’d point out two things for an Irish/NI company potentially appointing a commercial agent in the US: (i) the underlying agency agreement should be clear on intellectual property rights in that the ownership of principal’s IP remains with the principal, the agent’s use of that IP inures to the benefit of the principal, and that the agent, even after termination/expiration, will execute whatever document are reasonably necessary to reflect the principal’s ownership of its IP; and (ii) the underlying agreement should also be clear that the agent must return all confidential materials/information to the principal upon termination/expiration of the term.

 

Can You Keep a (Trade) Secret?

Mike Burke Intellectual Property , , , , , , , , , ,

I’ve previously written in this blog about the importance of trade secrets. See: Protecting Your Trade Secrets in the US. Some recent changes in US Federal trade secrets legislation will help Irish and Northern Irish companies better protect their trade secrets in the US.

“Trade secrets” are defined in the US as (i) information, including a formula, pattern, compilation, program, device, method, technique, or process; (ii) that derives independent economic value, actual or potential, from not being generally known to or readily ascertainable through appropriate means by other persons who might obtain economic value from its disclosure or use; and (iii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Continue reading →