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  Patent and Engineering Law Classes with Professor Joe Barich

Startups: Incorporation, Funding, Contracts, and Intellectual Property
(TE 450)

This course will explore how legal tools may be used in the construction and successful operation of your company to deliver the next great product to market. Topics covered in the class include: issues with business formation, intellectual property, non-disclosure agreements, contracts, and other corporate legal issues particularly impacting startups.


Spring 2025 Syllabus

Class #
Materials
Class Topic
1
Sole Proprietor
Partnership
General Partnership
Uniform Partnership Act
Limited Partnership
Limited Liability Partnership
Corporation
C-Corp
Privately-Held Company
S-Corp
Limited Liability Company (LLC)
Piercing the Corporate Veil
Choosing a Legal Structure
5.5 Million New Businesses in 2023
Business Partnerships Are Not Preferred
Entrepreneurship Resources at U of I
I.   Basics and Forming a Business
            A.   Business Entities
                        1. Sole Proprietorship
                        2. Partnership
                        3. Corporation
                        4. LLC
 
CLASS 1 LECTURE NOTES
IN COURSEPACK






2
Articles of Incorporation
Bylaws
Illinois Business Startup Guide
​
How to Start a Business in Illinois
Illinois Corporate Name Search
USPTO Trademark Search
Domain Name Registrar (Go Daddy)
New Generic Top Level Domains
Illinois LLC Guide
Illinois LLC Articles of Organization
Sample LLC Operating Agreement
Illinois Corporation Guide
Illinois Corporate Articles of Incorporation
Sample Corporate Bylaws
Sample General Partnership Agreement
Entrepreneur Web Sites
More Entrepreneur Websites
FEIN Number Application
World Business Chicago
Chicago Business Education
B.   The practicalities of forming your                corporation
            1. Choosing a corporate name
            2. How a state corporation registry                          works
            3. Bylaws and Operating Agreements   
                Examples and Important Clauses
 


CLASS 2 LECTURE NOTES
IN COURSEPACK








3
Seedhack Founders Agreement
Founder's Agreement Myths
Vesting
Why Founding Equity Should Not Be Divided Equally
Founder's Agreement With Vesting -1
Founder's Agreement With Vesting -2
Stock Dilution
Co-Founder Development
Incorporation Presentation Template

C.   Ownership agreements
            1. Get it in writing
            2. Founders ownership agreements
            3. Valuation and dilution – taking
                the long view
            4. Restrictions on transfer of stock
            5. Negotiation Exercise

CLASS 3 LECTURE NOTES
IN COURSEPACK

4
Bootstrap Funding
CrowdFunding
Kickstarter
Actual Startup Pitch Decks
Angel Investor
Angel List
Illini Angels
Hyde Park Angels
Angel Capital Association
Accredited Investor
SEC Accredited Investor Bulletin
Illinois Angel Investment Credit
Startup Growth Rate
YCombinator
YCombinator Safe Financing Documents
SAFEs for Startups
Lightspeed
Accelerator Listing
Startup Funding Explained
SBA Website
Venture Capital
VC Listing
Negotiating with VCs
Serra Ventures
IllinoisVentures
SBA Loans
Convertible Debt 1
Convertible Debt 2
Convertible Debt 3
Convertible Debt 4
Funders Club
Gross Income
Tax Deduction
Stock Option
Incentive Stock Options
83(b) Election
Why File An 83(b) Election
Corporate Valuation
Typical Valuation Multiples
Top Cities for Venture Investing
D.   Funding arrangements
            1. How startups get money
            2. Bootstrap
            3. Angel
            4. Bank loan
            5. SBA
            6. Grants
            7. VCs
            8. Tax implications
            9. Stock Options




CLASS 4 LECTURE NOTES
IN COURSEPACK





Questions Before Exam












5
Contract
Restatement of Contracts 1
UCC 1
UCC 2
Jurisdiction
Federal Question Jurisdiction
Diversity Jurisdiction
State Courts
US Federal Courts
State vs. Federal Court Comparison

II.   Contracts
            A.   Introduction to Contracts
                        1. What is a Contract
                        2. Interpretation and
                            Enforcement of Contracts
                        3. Get It In Writing

CLASS 5 LECTURE NOTES
IN COURSEPACK

EXAM #1 -
Focus On Class 1-4 Materials


6
Ultra Vires
Corporate Veil
Mistake
Misrepresentation
Fraud
Duress
Undue Influence
Consideration
Promissory Estoppel
Unclean Hands
Negotiation
Contract Negotiation Strategies
Term Sheet
BATNA
Missing Comma Costs $5MM
​
Thumbs-up Emoji is Contract Acceptance
Review Exam 1

B.   Contract Formation
            1. Offer, Acceptance, and
                Consideration, etc.
            2. The negotiation process
            3. Practical contract terms and
                enforcement considerations
            4. “Reasonably promptly”, “best
                efforts”
 
CLASS 6 LECTURE NOTES
IN COURSEPACK






7
Statute of Frauds
Blue-pencil 
Bankruptcy
Warranty
Implied Warranty
Indemnification Clause
C.   Specific Contracts and terms
            1. Performance
            2. Modification of Agreement
            3. Damages
            4. Warranties
            5. Indemnification

 

CLASS 7 LECTURE NOTES
IN COURSEPACK


8
NDA/Confidentiality
Non-Compete Agreement
Mass Non-Compete Reform
FTC Bans Non-Competes
Court Overturns FTC Non-Compete Ban
Jimmy John's Non-Compete
JJ Non-Compete Illinois AG Article
JJ Settlement
Illinois Freedom to Work Act
Breach of Confidentiality Suit
Term Sheet
Sample Term Sheet
National Venture Capital Assn.
Term Sheet Generator
D.   Specific Contracts and terms
            1. Non-Disclosure Agreements
            2. Non-Competes
            3. Term Sheets


CLASS 8 LECTURE NOTES
IN COURSEPACK






9
Assignment
License
Royalties
Cross-Licensing
Sample Patent Assignment
Sample Exclusive License
Strategic Alliance
Joint Venture
Joint Venture - 2
7 Deadly Joint Venture Sins
Joint Venture Checklist
E.   Specific Contracts and terms
            1. IP Assignments
            2. Joint Venture Agreements
 
CLASS 9 LECTURE NOTES
IN COURSEPACK

Questions Before Exam




10
Intellectual Property
Ancient Brian Surgery
Dentistry 4,000-7,000 years old
Hero of Alexandria
Roman inventions
Ancient Islamic civilization inventions
Letters Patent
Patent
Copyright
Trademark
Trade Secret
Europe - 10x increase in funding odds
Patent/Trademark Benefit to Companies

III.   Intellectual Property (IP)
            A.   Into to IP
                        1. Patents
                        2. Copyrights
                        3. Trademarks
                        4. Trade Secrets

CLASS 10 LECTURE NOTES
IN COURSEPACK


EXAM #2 -
Focus On Class 5-9 Materials


11
Patent and Trademark Office (PTO)
USPTO Startup Resources
Patent Application
Patenting Process
US Pat. No. 7,753,421
US Pat. No. 7,017,598
US Pat. App. Pub No. US 2004/0221883
US Pat. No. 5,871,783
US Pat. No. 6,210,728
Statutory Subject Matter
Bilski
Alice v. CLS
Barich Bilski Paper
Novelty
Non-Obviousness
Patent Do's and D'oh!
Sufficiency Of Disclosure
Review Exam #2

A.   Patents
            1. The Patenting Process
            2. Review of Sample Patents
            3. Recognizing Patentable Subject
                Matter
            4. Novelty
            5. Non-Obviousness
            6. 35 U.S.C. Sec. 112
 


CLASS 11 LECTURE NOTES
IN COURSEPACK





12
Patent Claim
Novelty vs. Non-Infringement
America Invents Act (AIA)
Text of AIA
IPO AIA Comparison Chart
Design Patent
Apple v. Samsung
D595,574
D599,372
D604,305
D618,677
D593,087
A.   Patents           
            7. Claim Types
            8. Novelty vs. Infringement Analysis                9. Design Patents
    



CLASS 12 LECTURE NOTES
IN COURSEPACK



13
Trademark
Unregistered Trademark
Service Mark
Lanham Act
USC TM Laws
Trademark Fair Use
Genericized Trademark
PTO Tess
Trademarking Pizza Taste
Trademark Classes
Pro-Football 4th Circuit TM brief
Velcro Video
 B.   Trademarks
            1. What can be trademarked
            2. TM v. ®
            3. The Trademark Process
            4. Using Trademarks as Business Tools
            4. Practical Trademark Training
                For Startups

CLASS 13 LECTURE NOTES
IN COURSEPACK

14
5 Things That Can Sabotage a Startup 
IV.   Practical Suggestions
     1. Startup Patent Issues
     1. Practical Startup Suggestions

Questions Before Exam 3

Course Evaluations

CLASS 14 LECTURE NOTES
IN COURSEPACK

 
 
EXAM #3 -
Focus On Class 10-13 Materials

Student Comment Excerpts

  • Thanks for the awesome class. I learnt a lot from it. Although I’m not currently planning on starting a company, it helps broaden my legal knowledge and hopefully lets me realize when I need to “call the plumber”.
  • I wanted to reach out and thank you for a great time this semester. Out of all of my classes, I can say with great certainty that it was the one I looked forward to the most each week! I can definitely say that my eyes were opened to some of the many applications (and potential horrors!) that law has to offer. Whenever I hear friends discussing that they'll "just get a patent," I am now able to inform them that it's not so simple!! 


What are the major strengths and weaknesses of the Instructor?
  • He is very knowledgeable and patient in answering questions.  Plus he is humorous.
  • Prof. Barich is very practical and experienced.  We all love him.
  • Open to answering questions.  Gave relating examples for difficult subject matter.
  • The instructor was very engaging and kept the 2.5 hour class extremely interesting.
  • Reasonable instructor, very excited and knowledgeable about the material, entertaining lectures, extra resources were interesting and helpful
  • Very nice and friendly.  Excellent presenter/lecturer
  • Interesting examples, passionate about subject, involves students
  • One of the most engaging instructors I have had, always humorous, clear, and thorough in explaining topics.  Makes the material easier to understand. 
  • Very good at teaching large amounts of information, overall very good teacher.
  • Speaks from real life experience. Not just theoretical, but gives lots of practical tips! Best TE class I have taken, and I have taken about 10 of them (I'm in ILEE).

What aspects of this course were most beneficial to you?
  • Understanding a different world outside engineering.
  • The actual experience of Prof Barich as a patent lawyer and practiced in the field for many years
  • Emphasis on the concepts and understanding, clear objectives, clear expectations
  • Patents, contracts

Comment on the grading procedures and exams
  • The grading was the most fair I've ever seen.  Everything on the tests were covered in class.
  • Very fair
  • Thank you for listening and throwing out confusing questions
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