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Northwestern University

Legal Resources

When starting a new venture there are a number of legal issues that must be addressed from the outset. This includes questions relating to intellectual property (IP) or creating the proper corporate structure. The information below lays out the primary legal issues to consider when going through the initial new venture process. Retaining effective legal counsel is absolutely critical when creating a new venture. INVO has a list of corporate counsel that have been vetted and have a long standing relationship with Northwestern.

If you have any questions about retaining outside counsel or general business formation contact Nick Maull at nicholas.maull@northwestern.edu or invo@northwestern.edu.

Intellectual Property (IP)

Protection

IP is fundamental to building a successful startup. IP can be in the form of an invention, software code, or a brand name. How IP is protected is a highly complex legal question that requires consultation from an IP attorney. INVO protects IP through patenting, copyrighting, and trademarking ideas.Find out more information about how INVO protects intellectual property.If you have questions about intellectual property protection contact invo@northwestern.edu.

Right to use

When creating a new venture it is absolutely critical to have the rights to practice the technology or idea for which the startup is based. Without rights to practice the invention, the new venture carries little or no value. All new ventures that use Northwestern IP must obtain rights to practice the IP through a license agreement. License agreements are a general requirement if an entrepreneur does not “own” the IP that the startup wishes to practice. Find out more information about license agreements. To obtain a license to Northwestern IP or if you have questions about IP ownership, contact your assigned invention manager or invo@northwestern.edu

Incorporation

From the moment of its inception, a startup takes on its own identity, but for legal purposes a business is not “real” until it is formally incorporated in a particular state. There are numerous how-to manuals on incorporation, and it is possible to incorporate on your own for a relatively small filing fee. While this option saves money in the near term, it is important that you get qualified advice from an attorney. The money will be well worth it and will likely save frustrations in the long run. The latter is something to be avoided, as one of the primary motivations for incorporating is to protect the principals from being held personally liable for the new venture’s debts. A good attorney will ensure that accurate filings are fulfilled.For more information about incorporation in Illinois, visit the Secretary of State websiteIf you have any questions or would like to discuss further, contact your IM or the INVO office.

Founders' Agreements

Forming a startup is a tremendously complicated process on many different levels. The information contained in the Startup Guide represents important considerations that founders of a new venture must discuss and agree to before moving forward to create the new venture. The essence of this conversation is to talk through a number of key points regarding founders’ respective roles, relative ownership interests and other important governance matters. It is quite likely that the founders will need to retain the services of an attorney to prepare a Founders’ Agreement. This document memorializes the terms and conditions agreed to by the founders. INVO recommends that the founder’s work through this process at the same time the entity is being formed. If you have any questions or would like to discuss further, contact your IM or the INVO office.

Liability insurance

All small businesses, old and new, need general liability insurance. It's basic liability protection that guards against things like accidents, injuries, property damage and lawsuits. Certain jobs require specific coverages, employees need protection, and a number of risks fall outside the protection of basic liability coverage. Therefore, in some cases more specific coverage is required, such as professional liability insurance, property insurance, or worker’s compensation insurance. If you have any questions or would like to discuss further, contact your IM or the INVO office.

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