Category Archives: Press

SAM Alert- Employers Must Now Provide Notice of Whistle Blower Immunity

Important Business News
Stubbs Alderton & Markiles, LLP

Employers Must Now Provide Notice of Whistle Blower Immunity

New Federal Trade Secrets Law Requires Immediate Changes to Employee and Contractor Agreements

Starting May 12, 2016, all agreements with employees and individuals that are independent contractors or consultants governing the use of trade secrets or confidential information must include a notice of immunity for the disclosure of a trade secret to the government or in a court filing.  Under the Defend Trade Secrets Act (“DTSA”), the disclosure of a trade secret will be immunized from civil and criminal liability if it is made (i) in confidence to a Federal, State or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a lawsuit complaint or other court documents filed under seal.  Failure to comply with this new legal requirement may preclude a company from recovering punitive damages or attorneys’ fees in a lawsuit against an employee or contractor for trade secret theft.  Also, it is possible government agencies could bring regulatory enforcement actions and employees could bring class action lawsuits against companies that fail to provide this notice.

Our recommendation for adapting to the new law:

  • Update agreements with employees, independent contractors and consultants. The required notice must be included in any contract or agreement with an employee or individual that is an independent contractor or consultant that governs the use of a trade secret or other confidential information.  This includes employee confidentiality and intellectual property assignment agreements, independent contractor agreements, consulting services agreements, professional services agreements, advisory board member agreements, intern agreements and nondisclosure agreements, and any amendments and renewals of such agreements entered into prior to the date the new law went into effect.  Instead of stating the immunity notice in each agreement, the agreement may cross-reference to a policy document (e.g., employee handbook) containing the company’s reporting policy for a suspected violation of law.

How Stubbs Alderton & Markiles, LLP can help.  We are a business law firm with expertise in intellectual property law. Our standard employee, independent contractor, nondisclosure and advisory board member agreements have been updated to comply with the DTSA’s notice of immunity requirement.  We can help update your employee and independent contractor agreements.

Kevin D. DeBré
leads the firm’s Intellectual Property and Technology Transactions Practice Group advising entrepreneurs and growth companies on how to use technology and intellectual property in building successful businesses.  For more information, email Kevin at


Preccelerator® Program Company Trekk Featured in SMASHD


Trekk photo

CongratulTrekk Logo - High defations to Preccelerator® Program company Trekk on being featured in SMASHD.  Trekk is an on-demand moving service.  Trekk sends you a mover who will help you move your items. Their movers, also known as Trekkers, come equipped with a truck, van, or SUV.  Their service is available on iOS app and their web platform.

To read the full article click here.

SMASHD, is the brain child of Troy Carter of Atom Factory. They tell stories covering what entrepreneurs go through and how they build startups, how the tech and entertainment industries are merging, and how our culture is changing. Atom Factory is a diversified entertainment company with roots in talent and investments.

For more information about the Preccelerator® Program, contact Heidi Hubbeling at or (310) 746-9803.


Preccelerator® Program Company Napkin Finance Partners with White House

Napkin Finance provided by CardBlanc, Inc

Congratulations to SAM Preccelerator® Program company Napkin Finance, a subsidiary of CardBlanc. Napkin Finance has teamed up with the White House to promote financial literacy among students and young adults, and assist them with preparing for college and Federal Student Aid.  This is part of President Obama and the First Lady’s Reach Higher, Better Make Room and National College Signing Day initiatives.

The White House just released the Fact Sheet “Celebrating Progress in Expanding College Opportunity for Every Student on College Signing Day.”  In regards to Napkin Finance it states, “Napkin Finance breaks down financial concepts in a simple, engaging, and visual way in 30 seconds or less. Most importantly, it teaches teens and young adults how to make smart money decisions and build a lifetime of financial well-being. For the First Lady’s Better Make Room initiative, Napkin Finance has created a course with “napkins” that prepare students for the financial challenges of a college education. The Better Make Room collaboration with Napkin Finance will inspire and empower teens to fill out the FAFSA, learn more about options for paying for college, understand how student loans work, and encourage ongoing engagement with the Reach Higher platform.”

To read the full Fact Sheet, click here.

To learn more about Napkin Finance visit:

For more information about the Preccelerator® Program, contact Heidi Hubbeling at or (310) 746-9803.



SAM Client HitFix Acquired by Woven Digital


Stubbs Alderton & Markiles’ client HitFix, a fan-focused publisher of entertainment news, reviews and video, has been acquired by Woven Digital.  Terms are undisclosed.

With the acquisition HitFix’s 17 employees are joining Woven, including CEO Jennifer Sargent, editor-in-chief Richard Rushfield, CTO Anurag Jain and TV critic Alan Sepinwall. Woven plans to boost HitFix’s video output, with higher production quality and frequency, and they believe that HitFix’s focus on the 18-34 year old market will help them expand the company’s reach into the highly sought demographic.

Prior to the acquisition, HitFix had raised $6.8 million. The company’s investors included Gordon Crawford, Golden Seeds, Angel Capital Entrepreneurial Fund, Liquid Capital Group and Tech Coast Angels. In 2008, Sargent co-founded HitFix with Gregory Ellwood, who left the company last September.

SAM attorneys on the deal included Louis Wharton, Scott Galer and Mariam Karson.

To view further press on the transaction, visit:
Hollywood Reporter 

About HitFix
HitFix is the fastest growing entertainment news brand, driving discovery, conversation and choices for passionate entertainment fans via breaking news, expert analysis, engaging reviews, recaps and live, on-the-scene event coverage of the biggest entertainment events across film, TV, music and more. HitFix offers partners access to an unparalleled editorial and video distribution network spanning desktop, mobile, social, video and out-of-home digital displays to the tune of 90+ Million interview streams and 300+ Million viewers each month. HitFix is truly everywhere.

About Woven Digital
Woven Digital is an award-winning digital media and content company. Woven’s unique approach to storytelling through a mix of documentary-style video and authoritative journalism covers subject-matter and individuals often overlooked by traditional broadcast and media. Through our brands, we engage with millions of young male consumers on a daily basis. Woven’s flagship destination, UPROXX, is a top-25 mobile site that delivers original programming celebrating humans and human culture (HUMAN), exploring tech and innovation (LUMINARIES), breaking the undiscovered in music (UNCHARTED) and covering the unknown stories in sports (UNDERBELLY). For more information about Woven, visit

About Stubbs Alderton & Markiles, LLP
Stubbs Alderton & Markiles, LLP is a business law firm with robust corporate, public securities, mergers and acquisitions, entertainment, intellectual property, brand protection and business litigation practice groups focusing on the representation of, among others, venture backed emerging growth companies, middle market public companies, large technology companies, entertainment and digital media companies, investors, venture capital funds, investment bankers and underwriters. The firm’s clients represent the full spectrum of Southern California business with a concentration in the technology, entertainment, videogame, apparel and medical device sectors. Our mission is to provide technically excellent legal services in a consistent, highly-responsive and service-oriented manner with an entrepreneurial and practical business perspective. These principles are the hallmarks of our Firm.

Press Contact:

Heidi Hubbeling
Director of Marketing
Stubbs Alderton & Markiles, LLP
(310) 746-9803




Preccelerator® Program Now Accepting Applications!


SAM NewPreccelerator

Stubbs Alderton & Markiles, LLP is one of the leading business law firms in Southern California. We pioneered a fixed fee start-up package making the formation and organization of your start-up as seamless as possible. Our Preccelerator® Program is a platform offered to select start-up companies out of our Santa Monica office that provides interim office space and sophisticated legal services, with the objective of helping you grow your idea from business concept to funded startup. The Preccelerator® Program provides free co-working space and other perks for 5-6 promising young startups.

The perks include:

  • Free 24/7 access to our co-working space on a rolling basis, including free wireless access to the Internet and access to conference rooms for meetings and presentations
  • Access to real-time legal advice and transactional legal services on site (under our standard engagement and/or fee arrangements)
  • Access to in-house educational workshops and activities
  • Access to our extensive network of mentors
  • Potential introductions to our network of investors and other service providers
  • Partnerships with Google Cloud for Startups, Amazon Web Services, FacebookStart, the Los Angeles Venture Association (LAVA), Trinet, Early Growth Financial Services (EGFS) and many more!
  • Perks package worth approximately $150K!

Apply Today

For more information about the Preccelerator Program, visit or contact Heidi Hubbeling at (310) 746-9803 or


“How to Tighten Contracts & Minimize the Expense of Litigation” by Ryan C.C. Duckett

Simple Contract Drafting and Negotiation Tips

From the inception of creating a contract to the closing prior to execution, word accuracy and term clarity helps shield contracts from that not so slim chance that, my contract won’t be litigated.  Do not be so quick to “Frankenstein” a contract with a myriad of cut and pastes. A little precaution can save your client a great deal of fortune.

Introduction of Contracts: The introductory clause of a contract is as critical as the body because it identifies the parties of an agreement. What seems so simple is easy to overlook. For instance, in a 2015 celebrity case dismissed on 9/11, and affirmed in 2016 by the California Court of Appeal, Kanye West and Kim Kardashian filed suit against Chad Hurley and AVOS Systems, Inc. for broadcasting confidential video of Kanye’s marriage proposal to Kim in violation of a confidentiality provision precluding publishing any video of Kanye’s proposal before it was published by Kim’s reality TV show Keeping Up With The Kardashians. The case was decided on whether Hurley’s tweet with a link to video of the proposal was a breach of the agreement by AVOS. Although Hurley was CEO of AVOS, he never signed the agreement on behalf of AVOS – according to him – and, whether someone is acting on behalf of a company is a question of facts, which means, it’s for a jury to decide[1]. Hurley was found liable but his company AVOS got off scot-free. Seriously? How could it be more obvious what was intended by Kanye and Kim? Simple…A quick definition defining all parties at the onset of the contract removes any question of fact, making it clear who the agreement binds.

Terms of Contracts: The terms of a contract should be as black and white as the paper it’s on. Many common words such as “material”, “full disclosure” or “efforts,” originally thought of as pinpointing the intentions, recently are vastly becoming more diluted from overuse, leaving too much room for interpretation. For example, what is material to one may not be so material to another, especially in contracts when interests are adverse and what one cares about, the other does not. Unfortunately, parties wait until the heat of litigation until clarifying what was originally intended.

By way of another example: Q. How are best efforts different from reasonable efforts?When parties enter into an exclusive distribution agreement, they like to set the tone for the distributor about the “efforts” the distributor must apply. Although California courts have yet to divulge into intricacies behind levels of effort, New York courts have and find it “murky.” Under the Uniform Commercial Code § 2-306(2), the producer may want to remain silent on the degree of effort to be expended by the distributor because it requires “best efforts…unless otherwise agreed.” In an original case defining best efforts, Falstaff Brewing Co. bought Ballantine brewing labels, trademarks, and everything else but the beer, with a promise to use “best efforts” to distribute it. Well, along came Guinness beer with an unprecedented low price. Falstaff intuitively succumbed to distributing the lower priced beer. Falstaff, however, was held in breach for failing to continue selling Ballantine, even though Falstaff was forced to incur an economic loss by doing so.[2]

Where parties have contracted to use a lesser degree of efforts, such as ”reasonable efforts” or “commercially reasonable efforts,” the courts held that such efforts are “interchangeable” with “best efforts.”[3]  Bottom line being to expressly articulate criteria intended to qualify as meeting your client’s “justifiable expectations,”[4]instead of leaving it to a precarious chance by courts’ “case by case” rulings.

Dispute Resolution of Contracts:  At the negotiation stage, many parties try to rush through the dispute resolution terms in the face of a breach, hoping this will never be the case. Coincidentally, this is the best and only time to negotiate such difficult terms. In a February 18, 2016 case initiated by Allstate Insurance for an insured’s alleged breach, the Defendants successfully dismissed the action immediately when the trial court ruled that a pre-litigation demand letter adequately satisfied the terms to enter into “good-faith negotiations” before filing a lawsuit.[5] Literally, “good faith negotiations before filing a lawsuit” really means an agreement to try to agree, but requires no back and forth process. If you want more good faith interaction before someone races to file a lawsuit, the contract should explicitly state each step a party must take.

Although, only a few primary examples are discussed, there are frequent circumstances that ultimately lead to litigation resulting from contracts using common pitfalls. Taking the time to contact an attorney like those at Stubbs Alderton & Markiles, LLP, may be the solution to tighten a contract enough to minimize the potential expense of litigation.


151215-Stubbs-116-retouched_600x400For any further information on tips or avoiding litigation, contact Ryan C. C. Duckett at rduckett@stubbsalderton.comor 818-444-4546. Ryan Duckett is an attorney of Stubbs Alderton & Markiles, LLP. Ryan’s practice focuses primarily on employment, commercial, intellectual property and entertainment litigation. He has successfully litigated cases for both plaintiffs and defendants with trials and appellate experience that has secured over millions of dollars in jury verdicts for his clients, to arguing California jury instructions that were created by the case he second chaired.  He manages and handles all aspects of civil actions from pre-litigation matters to law & motion to trials, post-trials & appeals.


[1] Pacific Concrete Products Corp. v. Dimmick (1955) 136 Cal.App.2d 834, 838.

[2] Bloor v. Falstaff Brewing Co. (1979) 601 F.2d 609, 609-613.

[3] Samson Lift Tech., LLC v. Jerr-Dan Co. (Sup. Ct. 2014)

[4] E. Allan Farnsworth, Contracts § 7.17 (3d Ed. 2004)

[5] Allstate Ins. Co. v. Berg (Cal.1st.Dist., Div. 4, Feb. 2016 – affirmed)

The contents of this article do not constitute legal advice and are not intended to be used as a substitute for specific legal advice or opinions.


SAM Preccelerator® Program Featured in San Fernando Valley Business Journal

Trouble viewing the article? Click SFVBJ – Stubbs Alderton Article.

SFVBJ - Stubbs Alderton Article_Page_1 SFVBJ - Stubbs Alderton Article_Page_2 For more information about the Preccelerator® Program, contact Heidi Hubbeling at or (310) 746-9803.


Preccelerator® Program Company District2 Featured in SoCalTech Article


Cassie Betts, CEO of SAM Preccelerator® Program graduate District2 was featured in’s article “Why District2 is Creating an Online Marketplace for the Fashion Industry.”

To read the full article, click here.


About District2

District2 is a B2B collaborative online platform within the shared economy Maker’s Space. New fashion designers don’t know where to get their prototypes made. Where do I find this screen-printer? This dye house? This factory? District2 is an online B2B platform that helps designers get prototypes made in half the time, at half the price with 90% less stress. Their free search directory allows users to search our virtual garment district for contractors & service providers.

Designers can also post their projects and receive competitive bids from factories and other service providers. They will be able to leave ratings, reviews and hire contractors safely within District2.

For more information about the Preccelerator® Program, contact Heidi Hubbeling at or visit


Preccelerator® Program Company Rally Networks Admitted to Virgin Media Accelerator Powered by TechStars

Rally NetworksCongratulations to SAM Preccelerator® Program company Rally Networks for being admitted to the first class of the Virgin Media Accelerator Powered by TechStars. Rally is a rapid device charging network that helps developers and enterprises drive mobile app downloads and high-value ad engagements. Customers at retail locations can charge their phone for free after downloading an app or engaging with an interactive ad.

Companies from 71 countries around the world applied to come to London for the summer to be a part of this inaugural class to work side by side with world class mentors from Virgin Media and the Techstars London startup community.

To read the full press release from TechStars, click here.

For more information about the Preccelerator® Program, visit or contact Heidi Hubbeling, Director of Operations at


SAM Wire – February 2016

February 29, 2016
SAM Wire
Congress passed and the signed a tax act in December. Here are some highlights that may benefit startup companies. To view the articles, click here.

Preccelerator Program Company LockAware Publishes Article Regarding Locksmith Scams and their Entrepreneurial Journey


SAM Preccelerator
Program Company LockAware published an article about the source of their idea for LockAware, a startup designed to combat fraud in the locksmith industry.
To read the full article, click here.

Preccelerator Company Voter Featured in The Blaze and Re/code

Preccelerator company Voter has once again received fantastic media exposure! This time in online publications, The Blaze and Re/code.
To view the full article, click here.


SAM Preccelerator Program Company Team(You) Selected as Top 10 Emerging Startups in Education By LAUNCH Fest!
Congratulations to SAM Preccelerator Program company Team(You) for their selection by LAUNCH Festival 2016 as one of the Top 10 Emerging Startups in Education!
To view the full article, click here.
Stubbs Alderton & Markiles, LLP is proud to announce that five of their attorneys have been listed in the 2016 Southern California Super Lawyers edition. Congratulations toScott Alderton, Joe Stubbs, Kevin DeBré, Tony Keats, and Michael Sherman.
To view the full article, click here.


Digital LA – Digital Women Spring 2016 – March 8th

You’re invited to the second annual Digital Women Spring 2016 from Digital LA on March 8th! Held on International Women’s Day, the second Digital Women symposium celebrates women in tech including women startup CEO / founders, digital professionals, developers, designers and more. Heidi Hubbeling from Stubbs Alderton will be speaking on behalf of the Preccelerator Program and SAM Venture Partners for the Venture Capital & Accelerators track.

For more information, click here.

You’re Invited! Women Founders Network “Meet the Accelerators” Featuring the Preccelerator Program

Meet the Accelerators.
Join us to meet some of the top accelerators in Los Angeles! Get insider tips and advice for taking your startup to the next level. An informative panel discussion will be followed by open networking so guests can visit each accelerator’s booth to learn more.
For more information, click here.
Issue: 18

In This Issue

Upcoming Events
Digital LA – Digital Women Spring 2016
Tuesday, March 8, 2016

11:00 AM – 9:00 PM

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