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Practice Areas
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Contents
INTELLECTUAL PROPERTY - TRADEMARK AND COPYRIGHT REGISTRATION AND PROSECUTION
"Having only known Tamara for nine months, I really appreciate how comfortable I feel confiding in her either professionally or personally. From the first time I spoke to her (She dropped everything and came to the phone the first time I called). I felt at ease and knew that she could get the job done. She has played an integral role in keeping my company compliant with California labor and ABC laws, not to mention the numerous trademark-related matters for which we originally hired her. She is now our company's corporate counsel, and we trust her implicitly. Doing business in California is not a cakewalk, and we could not do it without Tamara Harper's help."
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- Danielle R. Jacaman, Manager - Jacaman Estate Wines, LLC
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- Selection and clearance of trademarks, service marks, and trade names.
- Counseling about proper trademark use.
- Filing and prosecution of federal and state trademark registrations.
- Planning and implementation of foreign trademark protection.
- Maintenance of trademark portfolios.
- Policing of adverse use of trademarks on a world-wide basis.
- Licensing, purchase and sale of trademarks.
- Administrative litigation involving trademark registration, including Trademark Trial and Appeal Board (TTAB) matters.
- Responding to trademark Office Actions.
- Advice regarding copyright protection.
- Advice about proper copyright use.
- Preparing and filing of copyright registration applications.
- Advice about fair use of copyrighted materials.
- Handle transactions involving copyrights, including licensing, copyright clearance, purchase and sale of copyrights.
START-UP ISSUES, CORPORATE GOVERNANCE AND CONTRACTS
"Tamara Harper and her staff are fantastic. Tamara has an innate ability to put us at ease. When she is on the case be it our corporate formation or potential litigation, everything is handled with the utmost in professionalism, thoroughness and expediency.We are very happy knowing she is on our team."
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William and Melissa Yergensen
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- Form and organize corporations or alternative business entities.
I help business entrepreneurs avoid wasting time and money organizing business entities. I help clients choose the most cost effective business entity that best suits their particular needs.
- Advise clients on the best jurisdictions to organize their business.
Should you organize in California, Delaware or Nevada? I help clients organize their business in the jurisdiction that makes the most sense for them. If you organize in the wrong state, you will likely pay more money than necessary to organize your business.
- Create agreements between partners and founding stockholders, including operating agreements, partnership agreements, shareholder agreements and buy-sell agreements.
I help business partners identify their roles and responsibilities before going into business, and then articulate their understandings in a written agreement. If things turn sour, the cost of retaining a litigation attorney to clean up the mess can be 50 to 150 times more than entering into a good agreement from the beginning.
- Facilitate organizational and annual board and stockholder meetings to elect officers and directors.
The primary reason for incorporating your business is to preserve and protect your assets and wealth from business liabilities. Maintaining good corporate records is essential to making sure that your business creditors cannot access your personal assets.
- Prepare bylaws, minutes, shareholder and board of director minutes, resolutions, transfer ledgers and issue stock certificates.
Disorganized and old corporate records can stall or even kill a deal that involves any kind of transaction that involves bankers, brokers, institutional investors or a person of any level of financial sophistication. I make sure that your corporate governance and other records will be kept current and organized, ensuring annual filings on a timely basis to keep your corporate entity in good standing.
- Negotiate and draft employment agreements and consulting agreements.
Prepare stock option plans and option agreements. I help employees and consultants protect their rights and obtain beneficial compensation and employment terms that they never even considered possible. We also help employers construct fair and reasonable employment contracts that protect their business.
- Prepare employee manuals, non-compete, non-disclosure and confidentiality agreements.
The management of employees and consultants is one of the most difficult jobs of the business owner. I help employers provide employees with a structured work environment and protect their assets and property at the same time.
- Negotiate and prepare agreements with suppliers and customers with respect to joint ventures or any other part of the company's operations.
I eliminate the "what ifs" of running a business by preparing agreements for every transaction business owners enter into, making sure your interests are protected without being an obstructionist to your business operations.
- Introduce clients to accounting, tax, PR, marketing, branding, Web development and business planning advisors and professionals.
I have formed strategic referral partnerships with business professionals that I have used as a business owner myself. I make finding a professional easy by maintaining a wide network of pre-screened professionals who will add value to your business.
- Winding down a business.
In the event a client is unable to continue operations, I will assist it with the winding down of business operations as quickly and smoothly as possible. If necessary, I introduce clients to our network of bankruptcy counsel and I work closely with bankruptcy counsel, to facilitate a smooth end to your business.
BUSINESS LAW AND CONTRACTS; COMMERCIAL LEASING; UNIFORM FRANCHISE OFFERING CIRCULARS
"Tamara Harper and her staff not only were able to navigate the maze of legal complexities throughout my case, they also gave me the underlying feeling that they had my best interest at heart. Their professional and caring service made an otherwise traumatic and emotional experience as painless as possible in a very timely manner."
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- Review and preparation of most business related contracts with an emphasis in commercial leasing, business mergers and acquisitions and uniform franchise offering circular review, preparation and negotiation of franchise agreement terminations.
- Review and preparation of commercial leases.
- Review and preparation of sales agreements, franchise agreements, trade secret agreements et cetera.
LABOR & EMPLOYMENT LAW; BUSINESS LITIGATION
"Tamara Harper provided me with a very high level of service when I needed help transitioning from one large investment firm to another. Her experience in labor matters and contracts became immediately apparent as she negotiated in my favor terms of my agreement that I did not realize were critical, taking into account recent changes to California law. She was efficient and provided excellent value, and I will not hesitate to retain her on future issues or recommend her to friends, family and clients."
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- Advising employers regarding hiring, employment contracts, compensation, discipline termination matters and workers' compensation matters.
- Assisting employers in the design, drafting, modification and implementation of personnel policies and employee manuals and handbooks; performance of personnel policy audits.
- Guiding employers in connection with all aspects of wage and hour compliance and the defense of government wage and hour audits including representation in administrative hearings and audits before the US Attorneys Office; Department of Labor; and Unemployment Appeals Hearings.
- Advising clients regarding the legal and practical issues relating to drug and alcohol testing, lie detector examinations and honesty tests.
- Informing employers regarding privacy issues in the work place, employer responsibilities relating to the content of and access to personnel files and legal concerns emanating from employee investigations.
- Advising employers concerning labor issues relating to layoffs, sales, mergers, acquisitions, relocations, reorganizations and business closings.
- Advising employers on leaves of absence, including family and medical leaves, workers' compensation leaves, alcohol and drug rehabilitation leaves, and leaves necessitated by pregnancy-related disabilities.
- Review and preparation of human resource and injury prevention policies and procedures.
- Civil business litigation, including cases involving wage and hour violations, meal and rest break violations, ERISA violations, discrimination, and harassment.
- Civil business litigation, including cases involving breach of contract, fraud, business torts, trade secrets and Business and Professions Code violations.
THOROUGH ESTATE PLANNING ADDRESSING WEALTH DISTRIBUTION UPON DEMISE AND PHYSICAL AND FINANCIAL PROTECTION IN TIMES OF INCAPACITY AND PROBATE ADMINISTRATION
"Tamara prepared "end of life" documents for me.
I found her work exemplary. She is highly knowledgeable, personable, and timely with every aspect of my need. I never had my own lawyer before. Now I do! "
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- Preparation of Trusts, Wills, Pour Over Wills, Durable Power of Attorney, Advance Health Care Directives, and Physician Orders for Life Sustaining Treatment.
- Preparation of Charitable Remainder Trusts.
- Conservatorship and Guardianship court filings and hearings.
- Probate court administration and representation.
- Trust administration and representation.
PRIVATE SECURITIES TRANSACTIONS AND PRIVATE EQUITY FUNDING
- Prepare Private Placement Memorandum (PPM).
Your offering memorandum is the disclosure document you will use to warn potential investors of the risks inherent to your business and communicate the benefits of your business plan. If you fail to adequately disclose all the material risks and operational items to potential investors, government regulators, such as the SEC or their counterparts in each state, could assess penalties and fines, in addition to requiring you to refund to investors all their money, with interest.
- Draft subscription agreements and accredited investor questionnaires, rights agreements, preferred stock designations, promissory notes, security agreements, warrants and options.
Once the terms of the deal are negotiated, I assist clients paper the deal terms expediently and efficiently. I help clients reduce the cost of document preparation, and get them the documents they need to begin to raise funds as quickly as possible.
- Orchestrate acceptance of investments and closings.
Investor's subscriptions in a private offering is time consuming and cumbersome. Contracts and questionnaires need to be carefully scrutinized and tracked.
- Make appropriate filings with the Securities and Exchange Commission and state securities administrators.
Most private offerings of securities require filings with the SEC and/or state securities agencies. We help clients prepare the documents that need to be filed and ensure filings are made within the time limits proscribed by law.
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The materials and information contained in the Tamara L. Harper website are provided for GENERAL INFORMATION PURPOSES ONLY. The material should not be construed and is not intended as legal advice on any subject matter and is NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL COUNSELING from a qualified licensed attorney from the appropriate jurisdiction. IT IS NOT INTENDED, NOR DOES IT CREATE, AN ATTORNEY-CLIENT RELATIONSHIP and no attorney-client relationship is formed unless agreed to in writing. In the event this communication is not in conformity with the regulations of any state, we are not willing to accept representation based on this communication. The content of this website comes "as-is" and its accuracy, completeness, or applicability is not guaranteed. Tamara L. Harper expressly disclaims all liability in respect to actions taken or not taken based on any or all of the contents of this site.
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Tamara L. Harper, Esquire
© 2010 Tamara L. Harper. All Rights Reserved. Not to be copied without prior written permission.
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