Writing Winning Business Plans

* * * * *

WRITING WINNING BUSINESS PLANS

How-To and Do-It-Yourself

ANN CARRINGTON

Aauvi House Publishing Group

A division of Aauvi Group, Inc. USA

* * * * *

Published by Aauvi House Publishing Group at Smashwords

Copyright 2013 Ann Carrington

All rights reserved. By payment of the required fees, you have been granted the non-exclusive, non-transferable right to access and read the text of this e-book on-screen. No part of this text may be reproduced, transmitted, down-loaded, decompiled, reverse engineered, or stored in or introduced into any information storage and retrieval system, in any form or by any means, whether electronic or mechanical, now known or hereinafter invented, without the express written permission of publisher.

E-ISBN: Smashwords Edition

Aauvi House Publishing Group, the portrayal of double-A’s formed in a broken circle, and the Aauvi name are registered trademarks of Aauvi Group, Inc.

Aauvi House books may be purchased for educational, business, or sales promotional use. Online editions are also available. For more information, contact us at CustomerService@AauviHouse.com.

While every precaution has been taken in the preparation of this book, the publisher and author assume no responsibility for errors or omissions, or for damages resulting from the use of the information contained herein.

* * * * *

Also by Ann Carrington

Business Structures and Incorporation

Trademark Protection and Prosecution

Writing Winning Business Plans

* * * * *

LIMIT OF LIABILITY

DISCLAIMER OF WARRANTY

While the publisher and author have used their best efforts in preparing this ebook, they make no representations or warranties with respect to the accuracy or completeness of the contents of this ebook and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials.

The advice and strategies contained herein may not be suitable for your situation. The publisher and author are not engaged in rendering professional services, and you should consult a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential or other damages.

This ebook was prepared for general information and as a checklist of certain laws applicable to business plans and capital fundraising in general. This ebook does not purport to cover all of the laws and related issues applicable to businesses in particular. The publisher and author undertake no responsibility to provide updates to this ebook.

* * * * *

TABLE OF CONTENTS

Book Cover

Title Page

Copyright

Disclaimer

1 – Business Plan Positioning

2 – Business Plan Overview

3 – Investors and Fundraising

4 – Starting a New Business Venture

5 – Executive Summary

6 – Business Overview

7 – History and Current Business

8 – Marketing Plan

9 – Product and/or Service Plan

10 – Sales Plan

11 – Web Plan

12 – Organization Plan

13 – Financial Plan

14 – Refined Business Plan

15 – Business Plan Presentation

End of Book

About the Author

About the Publisher

Books by Aauvi House

Excerpts by Aauvi House

Credits

* * * * *

WRITING WINNING BUSINESS PLANS

* * * * *

CHAPTER 1

Business Plan Positioning

Every business can benefit from the preparation of a carefully written business plan. The purpose of the business plan is to: (i) help you think through the venture and ensure you have considered all your options and anticipated any potential difficulties; (ii) convince lenders and investors that you are in control of the project and that their money will be safe with you; (iii) serve as an operating guide as you turn your idea into a viable business; and (iv) furnish a standard against which to judge future business decisions and results. Additionally, your business plan should have a businesslike appearance by printing on high quality paper and packaging in vinyl, cardstock, or a three ring binder.

A business plan is any plan that works for a business to look ahead, allocate resources, focus on key points, and prepare for problems and opportunities. However, many people think of business plans only for starting a new business or applying for business loans. But they are also vital for running a business, whether or not the business needs new loans or new investments. Businesses need plans to optimize growth and development according to priorities.

Types of Business Plans

When writing business plans, each plan that you write should be written according to your business’s specific goals. For example, you may be writing a start-up business plan for a new venture idea or to raise venture capital. Another example, you may be writing an internal business plan for your existing business that is not intended for third party eyes. In addition, business plans include: operating plans, strategic plans, and growth or expansion plans for products and services or the business.

Start-up Business Plans

The start-up business plan defines the steps for a new business, covering standard topics, including: company, strategy, market, products or services, forecasts, milestones, management team, financial analysis, and sometimes the funding request. The financial analysis includes projected sales, projected cash flow statement or cash flow statement, balance sheet and income statement (also known as the profit and loss statement). The start-up plan starts with the executive summary and ends with appendices showing first year projections and other due diligence material.

Internal Business Plans

Internal business plans, on the other hand, are not intended for outside sources such as banks, investors or third parties. The internal business plan is a working document among the management team in which to set milestones and track results against. For example, the internal business plan may not need to include detailed information about the company and management team or financial projections. Instead the internal business plan may cover strategic points in bullet point format or in presentation slides rather than detailed text.

Operating Plans

An operating plan is also an internal business plan, and like the internal business plan, may be developed annually, semi-annually, or every three to five years. However, the operating plan differs from the internal business plan in that it usually is more detailed on specific implementation milestones, dates, deadlines, and responsibilities of teams and managers.

Strategic Plans

A strategic plan is again similar to the internal business plan, but it focuses more on high-level decision-making, often coming from an executive management team. Strategic plans tend to focus on strategic company positioning and less on detailed dates and specific responsibilities. Like most internal plans, it wouldn’t necessarily include descriptions of the company, the management team, or financial projections.

Growth, Expansion and New Product Plans

A growth, expansion, or new product plan usually will focus on a specific area or sub-set of the business. For example, an expansion plan requiring new investments would need to include a full company description section along with management team background information. Loan applications will also require much of the detailed information as a traditional business plan. However, an internal expansion, growth, or product plan used to set the steps for growth or expansion funded internally, might skip the company description and management team background. It also might not include detailed financial projections for the whole company, but it should at least include detailed forecasts of sales and expenses for the new expansion.

Positioning a Traditional Business Plan

Any generic business plan outline should be modified to suit your specific type of business and the audience for which the business plan is written.

For Raising Capital

If presenting your business plan to bankers, bankers will want assurance of timely repayment. Thus, if you intend using your business plan to present to lenders, you will want to include: (i) amount of loan; (ii) how the funds will be used; (iii) what will this accomplish (how will it make the business strong); (iv) requested repayment terms (number of years to repay) – you will probably not have much negotiating room on interest rate, but may be able to negotiate a longer repayment term, which will help cash flow; and (v) collateral offered as well as a list of all existing liens against collateral.

If presenting your business plan to investors, investors have a different perspective. They are looking for dramatic growth, and they expect to share in the rewards. Therefore, you will want to include: (i) funds needed short term; (ii) funds needed in two to five years; (iii) how the company will use funds and what this will accomplish for growth; (iv) estimated return on investment; (v) exit strategy for investors (buy-back, sale, or initial public offering); (vi) percent of ownership you will give up to investors; (vii) milestones or conditions you will accept; (viii) financial reporting to be provided; and (ix) involvement of investors on the board or in management.

For Type of Business

If a manufacturing business, include: (i) present product levels, (ii) present levels of direct production costs and indirect (overhead) costs; (iii) gross profit margin overall and separately for each product line; (iv) possible production efficiency increases; (v) production or capacity limits of existing physical plant; (vi) of expanded plant (if expansion is planned), (vii) production or capacity limits of existing equipment; (viii) of new equipment (if new equipment is planned); (ix) prices per product line; (x) purchasing and inventory management procedures; (xi) anticipated modifications or improvements to existing products; and (xii) new products under development or anticipated.

If a service business, service businesses sell intangible products. They are usually more flexible than other types of businesses, but they also have higher labor costs and generally very little in fixed assets. Inasmuch, the business plan should include: (i) prices; (ii) methods used to set prices; (iii) system of production management; (iv) quality control procedures; (v) standard or accepted industry quality standards; (vi) how labor productivity is measured; (vii) the percentage of total available hours that are actually billed to customers; (viii) break even billable hours; (ix) percent of work subcontracted to other firms; (x) profit from subcontracting; (xi) credit, payment, and collections policies and procedures; (xii) strategy for keeping client base; and (xiii) strategy for attracting new clients.

If a technology business (also known as a high-tech business), include: (i) economic outlook for the industry; (ii) whether the company has information systems in place to manage rapidly changing prices, costs, and markets; (iii) whether company is on cutting edge with its products and services; (iv) your research and development status and what is required to bring product or service to market and keep the company competitive; and (v) how the company will protect intellectual property, avoid technological obsolescence, supply necessary capital, and retain key employees. In addition, if your company is not yet profitable or perhaps does not yet even have sales, you must do longer-term financial forecasts to show when profit takeoff will occur. And your assumptions must be well documented and well argued.

If a retail business, include: (i) company image; (ii) pricing – explain markup policies (prices should be profitable, competitive and in accord with the company image); (iii) calculate your annual inventory turnover rate – compare this to the industry average for your type of business; (iv) customer service policies – should be competitive and in accord with company image; (v) location – does it give the exposure you need? Is it convenient for customers? Is it consistent with company image?; (vi) promotion – methods used and cost (does it project a consistent company image?); and (vii) credit – do you extend credit to customers? If yes, do you really need to? And do you factor the cost into prices?

Make It Your Own

With this edition of Writing Winning Business Plans, we have modeled each of the sample documents herein around a fashion and luxury goods company, Aauvi Group, Inc. Whether you are drafting a business proposal, operating plan, or preparing a presentation and ancillary documents to raise capital for your business, all your efforts begin and revolve around a single document, the business plan. Once the business plan is drafted, you will be able to pull from and add to this document to create a business proposal, operating plan, fundraising presentation and ancillary documents. Consequently, there are many benefits and cautions about sample plans.

If these sample documents serve as an example, by all means use them. Regardless of the industry you are in, you don’t need an exact match to see how a sample business plan, for instance, covers a market analysis or product or service plan.

Using a sample plan as a starting point or head start can put the complexities of writing such documents in manageable doses. Nonetheless, you will want to customize the sample documents to develop your own plan.

The breadth of the sample documents are to get you thinking so that you can generate your own ideas and are intended only as a road map.

Every business is unique and any sample document should be customized to your business expertise.

Your plan should represent you, your ideas and your company.

Your mission, objectives, keys to success, strategy, company description, management team, and your financials should be different from any sample document.

If you decide to start with a sample plan or document herein, make sure you go over every word, and every number. Make it truly your own plan or document.

Note to the Reader

As you can imagine, there are many tables, charts and graphs that comprise a business plan, not to mention, many more slides that encompass a presentation. However, for this ebook version, our ebook file was limited to 5 MB; consequently to maximize the number of images we could include, most are at 96 dpi. In addition, we were not able to include the refined Business Plan sample or the accompanying Business Plan Presentation herein. Inasmuch, we kept our pricing for this ebook low.

More information:

Business Plan and Business Plan Presentation – Sample Business Plan and Sample Business Plan Presentation available for purchase in print, softcover edition, at www.AauviHouse.com and other retailers.

* * * * *

CHAPTER 2

Business Plan Overview

Before entering into any business discussions with third parties, your company needs to establish your own confidentiality agreement in which you would enter into with the third party prior to discussing any business proprietary information. Subsequently, after a confidentiality agreement is entered into, would you present either a business proposal or business plan. The business proposal is typically a brief overview of your project. The business plan, on the other hand, is a lengthy document outlining your project in great detail.

Confidentiality Agreement

A confidentiality agreement, confidentiality disclosure agreement, non-disclosure agreement (NDA), proprietary information agreement or secrecy agreement is a legal contract between at least two parties that outlines confidential material, knowledge or information that the parties wish to share with one another for certain purposes, but wish to restrict access to or by third parties. It is a contract through which the markets agree not to disclose information covered by the agreement. An NDA creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. As such, an NDA protects nonpublic business information.

NDAs are commonly signed when two companies, individuals, or other entities are considering doing business and need to understand the processes used in each other’s business for the purpose of evaluating the potential business relationship. NDAs can be mutual, meaning both parties are restricted in their use of the materials provided, or they can be unilateral restricting the use of material by a single party.

It is also possible for an employee to sign an NDA or NDA-like agreement with an employer, called an employee agreement. In fact, some employment agreements and offer letters will include a clause restricting employees’ use and dissemination of company-owned confidential information.

Unilateral NDAs

Many NDAs are unilateral or one-way agreements where one party wants to disclose certain information to another party but needs the information to remain secret for some reason. For example, perhaps due to secrecy requirements required to satisfy patent laws or to make sure that the other party does not take and use the disclosed information without compensating the discloser.

Sample Unilateral Confidentiality Agreement

The following agreement is not intended to be comprehensive or an absolute statement of the governing law. This agreement is not legal advice. It does not analyze any specific fact patterns from any parties but rather discusses broadly points of law, which may or may not be the most accurate, according to current case law interpretation or even case law interpretation that is very in-depth on very narrowly presented issues. Sound legal advice arises from interaction between client and attorney in a question-and-answer dialogue where facts are provided by a client as the attorney probes for issues and then conducts appropriate research if need be to ascertain the applicable law. Anyone seeking specific advice to specific legal questions should present their facts to an attorney.

UNILATERAL

NONDISCLOSURE AGREEMENT

THIS AGREEMENT governs the disclosure of information to ____ (the Company) by ____ (the Disclosing Party) as of ____ (the Effective Date).

1. As used herein, Confidential Information shall mean the information specified below:

[Insert Description]

2. If the Confidential Information is embodied in tangible material (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples), it shall be labeled as Confidential or bear a similar legend. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.

3. The Company agrees it will not disclose Confidential Information to any third party, except as approved in writing by the Disclosing Party, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the Disclosing Party. Notwithstanding the above, Company shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Company provides the Disclosing Party with prior written notice of such disclosure in order to permit the Disclosing Party to seek confidential treatment of such information. The Company shall only permit access to Confidential Information to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations substantially similar to those contained herein.

4. The Company shall immediately notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of any Confidential Information.

5. The Company’s obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when the Company can document that: (a) it was in the public domain at the time it was communicated to the Company; (b) it entered the public domain subsequent to the time it was communicated to the Company through no fault of the Company; (c) it was in the Company’s possession free of any obligation of confidence at the time it was communicated to the Company; (d) it was rightfully communicated to the Company free of any obligation of confidence subsequent to the time it was communicated to the Company; (e) it was developed by employees or agents of the Company independently of and without reference to any information communicated to the Company; (f) it was communicated by the Disclosing Party to an unaffiliated third party free of any obligation of confidence; or (g) it was not legended as Confidential Information of the Disclosing Party and if disclosed orally or visually, it was not identified as Confidential Information of the Disclosing Party at the time of such communication.

6. Upon termination or expiration of the Agreement, or upon written request of the Disclosing Party, the Company shall promptly return to the Disclosing Party all documents, notes and other tangible materials representing the Confidential Information and all copies thereof.

7. The Company recognizes and agrees that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. The Company shall not make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any Confidential Information.

8. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of this Agreement. Any reproduction of any Confidential Information shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends, which appear on the original, unless otherwise authorized in writing by the Disclosing Party.

9. This Agreement shall terminate three (3) years after the Effective Date, or may be terminated by either party at any time upon thirty (30) days written notice to the other party. The Company’s obligations under this Agreement shall survive termination of the Agreement between the parties and shall be binding upon the Company’s heirs, successors and assigns. The Company’s obligations hereunder shall continue in full force and effect with respect to non-technical sales, marketing, and financial Confidential Information for three (3) years from the date of disclosure of such Confidential Information. The Company’s obligations with respect to all technical Confidential Information shall be terminated only pursuant to Section 5.

10. This Agreement shall be governed by and construed in accordance with the laws of ____ without reference to conflict of laws principles. Any disputes under this Agreement shall be subject to the exclusive jurisdiction and venue of the ____ state courts and Federal courts located in ____ County, ____, and the parties hereby consent to the personal jurisdiction and venue of these courts. This Agreement may not be amended except by a writing signed by both parties hereto.

11. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

12. Neither party will assign or transfer any rights or obligations under this Agreement without the prior written consent of the other party.

13. The Company shall not export, directly or indirectly, any technical data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

14. All notices or reports permitted or required under this Agreement shall be in writing and shall be delivered by personal delivery, electronic mail, facsimile transmission or by certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, five (5) days after deposit in the mail, or upon acknowledgment of receipt of electronic transmission. Notices shall be sent to the addresses set forth at the end of this Agreement or such other address as either party may specify in writing.

IN WITNESS WHEREOF, the parties hereto have caused this Nondisclosure Agreement to be executed as of the Effective Date.

COMPANY NAME

By:

Date:

Address:

THIRD PARTY NAME

By:

Date:

Address:

* * * * *

Mutual NDAs

Another type of nondisclosure agreement is one that is a mutual agreement, where both parties will be supplying information that is intended to remain secret. This type of agreement is common when businesses are considering some kind of joint venture or merger. Inasmuch, some practitioners insist on a mutual NDA in all cases, to encourage the drafter to make the provisions fair and balanced in case the drafter’s receiving-party client later ends up as a disclosing party, or vice versa (not an uncommon occurrence).

A nondisclosure agreement can protect any type of information that is not generally known. However, nondisclosure agreements may also contain clauses that will protect the person receiving the information so that if they lawfully obtained the information through other sources they would not be obligated to keep the information secret. In other words, the nondisclosure agreement typically only requires the receiving party to maintain information in confidence when the disclosing party has directly supplied that information. Ironically, however, it is sometimes easier to get a receiving party to sign a simple agreement that is shorter, less complex and does not contain safety provisions protecting the receiver.

Some common issues addressed in a mutual NDA include:

Outlining the parties to the agreement;

The definition of what is confidential, i.e., the information to be held confidential. Modern NDAs will typically include a laundry-list of types of items which are covered including unpublished patent applications, know-how, schema, financial information, verbal representations, customer lists, vendor lists, business practices or strategies, etc.;

The disclosure period – information not disclosed during the disclosure period (e.g., one year after the date of the NDA) is not deemed confidential;

The exclusions from what must be kept confidential. Typically, the restrictions on the disclosure or use of the confidential data will be invalid if (i) the recipient had prior knowledge of the materials; (ii) the recipient gained subsequent knowledge of the materials from another source; (iii) the materials are generally available to the public; or (iv) the materials are subject to a subpoena – although many practitioners regard that fact as a category of permissible disclosure, not as a categorical exclusion from confidentiality (because court-ordered secrecy provisions may apply even in case of a subpoena). In any case, a subpoena would more likely than not override a contract of any sort;

Provisions restricting the transfer of data in violation of national security;

The term (in years) of the confidentiality, i.e., the time period of confidentiality;

The term (in years) the agreement is binding;

Permission to obtain ex-parte injunctive relief;

The obligations of the recipient regarding the confidential information, typically including some version of obligations: (i) to use the information only for enumerated purposes; (ii) to disclose it only to persons with a need to know the information for those purposes; (iii) to use appropriate efforts (not less than reasonable efforts) to keep the information secure. Reasonable efforts is often defined as a standard of care relating to confidential information that is no less rigorous than that which the recipient use to keep its own similar information secure; and (iv) to ensure that anyone to whom the information is disclosed further abides by obligations restricting use, restricting disclosure, and ensuring security at least as protective as the agreement; and

Types of permissible disclosure – such as those required by law or court order (many NDAs require the receiving party to give the disclosing party prompt notice of any efforts to obtain such disclosure, and possibly to cooperate with any attempt by the disclosing party to seek judicial protection for the relevant confidential information).

Sample Mutual Confidentiality Agreement

The following agreement is not intended to be comprehensive or an absolute statement of the governing law. This agreement is not legal advice. It does not analyze any specific fact patterns from any parties but rather discusses broadly points of law, which may or may not be the most accurate, according to current case law interpretation or even case law interpretation that is very in-depth on very narrowly-presented issues. Sound legal advice arises from interaction between client and attorney in a question-and-answer dialogue where facts are provided by a client as the attorney probes for issues and then conducts appropriate research if need be to ascertain the applicable law. Anyone seeking specific advice to specific legal questions should present their facts to an attorney.

MUTUAL

NONDISCLOSURE AGREEMENT

THIS AGREEMENT governs the disclosure of information by and between the ____ and ____ as of ____, 20__ (the Effective Date) for purposes of [insert description].

1. As used herein, Confidential Information shall mean any and all technical and non-technical information provided by either party to the other, including but not limited to information regarding (a) patent and patent applications, (b) trade secret, and (c) proprietary information—mask works, ideas, samples, media, chemical compounds, assays, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of each of the parties, and including, without limitation, their respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans and information the disclosing party provides regarding third parties.

2. If the Confidential Information is embodied in tangible material (including without limitation, software, hardware, drawings, graphs, charts, disks, tapes, prototypes and samples), it shall be labeled as Confidential or bear a similar legend. If the Confidential Information is disclosed orally or visually, it shall be identified as such at the time of disclosure.

3. Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than evaluating or pursuing a business relationship with the other party to this Agreement. Notwithstanding the above, the party to whom Confidential Information was disclosed (the Recipient) shall not be in violation of this Section 3 with regard to a disclosure that was in response to a valid order by a court or other governmental body, provided that the Recipient provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

4. Each party shall immediately notify the other upon discovery of any loss or unauthorized disclosure of the Confidential Information of the other party.

5. Each party’s obligations under this Agreement with respect to any portion of the other party’s Confidential Information shall terminate when the Recipient can document that: (a) it was in the public domain at the time it was communicated to the Recipient by the other party; (b) it entered the public domain subsequent to the time it was communicated to the Recipient by the other party through no fault of the Recipient; (c) it was in the Recipient’s possession free of any obligation of confidence at the time it was communicated to the Recipient by the other party; (d) it was rightfully communicated to the Recipient free of any obligation of confidence subsequent to the time it was communicated to the Recipient by the other party; (e) it was developed by employees or agents of the Recipient independently of and without reference to any information communicated to the Recipient by the other party; (f) it was communicated by the other party to an unaffiliated third party free of any obligation of confidence; or (g) it was not legended as Confidential Information of the disclosing party and if disclosed orally or visually, it was not identified as Confidential Information of the disclosing party at the time of such communication.

6. Upon termination or expiration of the Agreement, or upon written request of the other party, each party shall promptly return to the other all documents, notes and other tangible materials representing the other’s Confidential Information and all copies thereof.

7. The parties recognize and agree that nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual