Entrepreneurship Law Clinic

About the Clinic

The Entrepreneurship Law Clinic is a year-long course taken in a student’s final year of law school. Students obtain limited licenses to practice law, issued by the Idaho Supreme Court, and serve as primary attorneys on actual client matters. Credits earned through participation in the ELC count toward a student’s experiential learning requirement for graduation. The clinic is supervised by Professors Nick Smith and Alex Hodson.

Learning Goals

The ELC was established more than 15 years ago to provide third-year students with real-life experience handling transactional legal matters and to provide assistance to business owners and entrepreneurs in Idaho. More specifically, the ELC is designed to expose students to the following:

• Ethical issues involved in dual- or multiple-party representations.
• The value of a business plan in establishing owner expectations and providing consistent communications to the attorney and other business advisors.
• The business formation process – including choice of entity, filing timelines, and client communication.
• Client intake – preparation and documentation
• The formation documents and their function, with particular attention to the fundamental ownership documents (e.g., shareholder agreement, operating agreement, or partnership agreement) that details owner rights and obligations.
• Intellectual property issues facing the new business, with exposure to trademark prosecution.
• The regulatory and contractual environment that impacts new and existing businesses.
• The value of a comprehensive legal “health” assessment to assist the new business in addressing contractual, regulatory, and other legal concerns.

Clinic Work

Clients of the clinic are new ventures and small businesses in Idaho. The most common assignments involve the formation of an appropriate business entity, preparation and review of confidentiality and employment agreements, trademark prosecution, and review of commercial leases.

Because the ELC does not handle any litigation or disputes, ELC students will not go to court. Instead, students will work directly with clinic clients to handle real transactions and give legal advice.

Administration

The program is operated similar to a corporate law firm: the student participant and the faculty supervisor meet together with each prospective client; the student interviews the prospective client about the proposed venture or legal problem facing the client; the student prepares notes of the meeting and discusses with the supervisor whether the ELC should represent the client. If the supervisor and student decide to represent the client, the student prepares and sends an engagement letter to the client for their consideration. If the client elects to engage the ELC and signs the engagement letter, the student does all of the required research, drafting, and other client work under the guidance and supervision of the supervisor. When the engagement is complete, the student disengages the client from the ELC.

Classroom Sessions

In addition to client representation, clinic students attend class to receive skills training, learn substantive law relevant to their work in the clinic, and engage with guest speakers. Students also participate in case rounds, where they discuss their client work and assist each other with any issues that arise.

How to Apply

Students apply to join the ELC in the spring of their 2L year. Students with questions or interest in the ELC at any stage of law school are encouraged to contact Professor Nick Smith.

The ELC provides a wide variety of transactional legal services to new ventures and small businesses in Idaho.

Types of Clients Served

Examples of former clients of the ELC include technology startups, authors, breweries, consultants, counselors, restaurants, hotels, non-profit organizations, retail stores, app developers, clothing companies, etc.

The ELC represents clients from every region of Idaho. Although the ELC is physically located in the College of Law’s Boise facility, clients from all over Idaho can meet with student attorneys by phone or online and exchange documents electronically. We actively encourage business owners and entrepreneurs outside of Ada County to apply for services.

Because we have limited resources, we are unfortunately unable to serve every business that applies for services. Priority is given to legal matters that are a good educational fit for ELC students.

Types of Services Performed

The ELC provides general business legal services, including but not limited to:

• Forming a Business
  • Choosing an entity
  • Fundamental organizational documents, including bylaws, operating agreements, and agreements between the owners
  • Obtaining tax identification numbers
  • Non-profits
• Corporate governance
  • Meeting minutes
  • Appointment of officers and directors
  • Documenting key events
  • Legal "health" checkup
• Financing your business
  • Loan documents
  • Raising capital
  • Crowdfunding
  • Banking
• Employment
  • Employment agreement
  • Employee handbooks
  • Independent contractor agreements
  • Hiring and firing employees
• Contract review and drafting
  • Contracts with customers and suppliers
  • Website terms of use and privacy policies
  • Licensing agreements
  • Services agreements
  • Insurance
  • Non-Disclosure Agreements
  • Order Forms
  • Equipment leases
  • Request for Proposals (RFPs) and Information (RFIs)
  • Warranties
• Intellectual Property
  • Trademark searches and advice
  • Trademark filings
  • Copyrights
  • How to protect trade secrets and confidential information
• Real Estate
  • Commercial leases and subleases
  • Shared workspace agreements
  • Renewals

The ELC does not represent clients in disputes or litigation. In addition, the ELC will refer clients needing help with patent applications to other resources.

Cost of Services

All legal services are provided free of charge. However, clients must directly pay all of-of-pocket expenses, such as filing, registration, and license fees.

How to Apply

To apply for services, please complete the application by clicking the Apply for Services button. If you need any assistance completing the form or have any questions about the ELC, please email law-elc@uidaho.edu or call 208-364-6166.

Submitting an application does not create an attorney-client relationship with the ELC. You will not be a client of the ELC, and the ELC will not commence legal work, until the engagement letter has been signed by you and us.

A summary of our application process, including estimated timelines, is below. This information is provided for information purposes only and is subject to change based on the needs of the ELC.