Expert Mentor Session Part 3: Intellectual Property and Disclaimers on Business Contracts

Expert Mentor Session Part 3: Intellectual Property and Disclaimers on Business Contracts

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    [Sunny Smith]: Michael H. Cohen is the founder of Cohen Healthcare Law Group.

    He’s a former professor at Harvard medical school and a Harvard T.H. Chan School of Public Health. The author of over a hundred articles in law reviews and peer reviewed journals, as well as six books, including four published by an academic presses like Johns Hopkins University Press. Michael’s a thought leader who pioneers legal strategies and solutions for clients in traditional and emerging health and wellness markets. In doing so, he advises many physician clients in a variety of businesses and practices. Michael and his attorney team have a wide range of knowledge and he’s glad to have this chance to share some of it with us today.


    I have an academic job and in my free time I develop webinars or coach. Would that be considered their intellectual property, even though i’m part-time?

    [Michael H. Cohen]: So if they say we want to control your world and own it, and you say I really need this job.

    I really want this job or how I need this job. Oh God, I really need this job, right? And you sign the contract, now you’ve signed.


    So basically I need to have a disclaimer saying that i can take this job, but i need you to allow me to do my coaching business/speaking engagements?

    [Michael H. Cohen]: You think about inclusions and exclusions is one way to think about it, right? And going back to my days of reading literature, you’ve got inclusion criteria and exclusion criteria, the same principle, right? So you can include things in a very specific way.

    We’re including this activity. We’re including that activity, including this activity or very broad language, which you’ll often find lawyers drafting, lawyers on the other side will say anything, everything, any, and all.

    [Sunny Smith]: And a concrete example, when I would repeatedly go back to my university, for instance, because my work has sort of evolved over time to involve additional things.

    At first. I was like, it’s life coaching and they signed off. Okay, well, life coaching clearly has nothing to do with this. But as it sort of was clearer that it was more in the physician wellness space, and then if I do coaching and wellness, where is the line between coaching and wellness? And so they would give me all kinds of examples.

    And they said it was really up to me, interestingly, to define the line. They said, because we can’t know everyone’s business, everyone’s business is different and you tell us, and then my department chair sign and get it in writing where the line is. So they said, for instance, someone at UCSD works at Qualcomm and at UCSD, he works on data storage.

    And at Qualcomm, he works on data transmission. He wrote that down with his department chair, if I’m doing data transmission, it’s not your intellectual property.

    If it’s this, it’s this intellectual property. And so for me, I was like, “Well, for coaching, doing the model, this side of things, this is where my line is.” But then what that means where I drew my own line, then that means, okay, well then I can’t coach at the med school. Does that make sense for different, at least at my university, which is a really big university, the University of California, they were like, “You tell us where the line is and then-“

    [Michael H. Cohen]: I think you drew a very practical line for yourself.

    I mean, I think that was very smart. Great that you could draw your own line.


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