Quality Alchemist (品質煉金術師): PolyU Startup’s Guide: Navigating Contractual Matters

2023年4月13日星期四

PolyU Startup’s Guide: Navigating Contractual Matters

The webinar named “PolyU Startup’s Guide: Navigating Contractual Matters” organized by KTEO, PolyU on 13^th Apr 2023. Ms. Sandy Chui (Attorney at-Law, Guanghe Law Firm) was the guest speaker. Her topics mainly covered General Principle of Contract, MOU & NDA, Contract for Startup, Liabilities for Breach and Disputes Resolution.

Firstly, Ms. Sandy Chui introduced general principle of contract including equal & fair, voluntary, in good faith and legally binding. Eventhough contract is not necessary by writing, it had better in written form.

Then Ms. Chui said contract had three stages and they are offer, acceptance and consideration. The common clauses of contract or agreement were discussed.

And then she briefed the Memorandum of Understanding (MOU) and Non-disclosure agreement (NDA) that MOU is not legally binding but NDA is legally binding contract.

After that contracts for startups are discussed especially on shareholders’ agreement. In order to protect the company, shareholders ownership, transfer arrangement and dissolution should be designed in the early stage. The copyright in a work was concerned. For works created by an employee within his normal duties of employment, the copyright in the work belongs to the employer, unless there is an agreement to the contrary.

Finally, Ms. Chui briefed the liabilities for breach and explained the entrusted shareholding agreement.

Lastly, she stated the disputes resolution including Litigation (The judge or the jury is responsible for weighing the evidence and making a ruling), Arbitration (A neutral third party serves as a judge without appeal) and Mediation (A neutral third party to help disputants come to a consensus on their own).

During Q&A, I asked if IP using staff name and ownership still become to the company. Ms. Sandy Chui said it should be based on the contract design. Another question was about staff contract with Code of Conduct but not necessary involved NDA after left the company.