Entrepreneurship Law Clinic
The Entrepreneurship Law Clinic (ELC) at the College of Law is a hands-on clinical program where third-year law students, under the supervision of the ELC Director, provide free legal services to entrepreneurs and small business owners across Idaho.
Potential clients
If you’re interested in receiving services from the Entrepreneurship Law Clinic, you’ll find a summary of our application process and estimated timelines below. This information is intended to provide general guidance and is subject to change based on the clinic’s availability and current caseload. We encourage potential clients to review this information carefully and reach out with any questions about upcoming application windows or service opportunities.
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.
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 and more.
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 out-of-pocket expenses, such as filing, registration and license fees.
How to apply for services
To request services, complete the online application. Applications are typically accepted twice a year. For fall semester consideration, apply in mid-July. For spring semester consideration, apply in mid-December.
Apply for Entrepreneurship Law Clinic services.
If you need assistance completing the form or have any questions about the ELC, please email law-elc@uidaho.edu or call 208-364-6166.
Note: 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 an engagement letter has been signed by you and us.
Additional resources
If you are low-income and need legal services, you may qualify for assistance from the Idaho Volunteer Lawyers Program. More information and an application are available here.
The Idaho State Bar maintains a Lawyer Referral Service that can connect you with private attorneys that practice in specific areas of law, including business, real estate and employment law. More information is available here.
Law students
The Entrepreneurship Law Clinic is a year-long course, taken during your final year of law school. As an ELC student, you’ll serve as lead attorney on real client matters, gaining valuable, practical experience while earning credits that fulfill your experiential learning requirement for graduation.
The ELC was established more than 15 years ago to provide third-year students with real-life experience handling transactional legal matters and provide assistance to business owners and entrepreneurs in Idaho. More specifically, the ELC is designed to expose you 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.
The Entrepreneurship Law Clinic student experience
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 agreements, trademark prosecution and review of business operations.
Because the ELC does not handle any litigation or disputes, you will not go to court. Instead, you 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: you and the faculty supervisor meet with each prospective client; you interview the prospective client about the proposed venture or legal problem facing the client; and you prepare notes of the meeting and discusses with the supervisor whether the ELC should represent the client. If you and the supervisor decide to represent the client, you prepare and send an engagement letter to the client for their consideration. If the client elects to engage the ELC and signs the engagement letter, you do all of the required research, drafting and other client work under the guidance and supervision of the supervisor. When the engagement is complete, you disengage 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. You also participate in case rounds, where you discuss your client work and assist your classmates with any issues that arise.
Required courses
The following requirements must be met in order to work with the Entrepreneurship Law Clinic.
Prerequisites
- Business Associations (Law 9190)
- Advanced Legal Writing (Law 9670)
How to apply
Students apply to the ELC during the spring semester of their 2L year. If you have questions or are interested in the ELC at any point in your law school journey, reach out to Professor Nick Smith.
Contact the Entrepreneurship Clinic
If you have questions about the Entrepreneurship Law Clinic, please email law-elc@uidaho.edu or call 208-364-6166.
Nick Smith
Director of the Entrepreneurship Law Clinic and assistant professor of law
nasmith@uidaho.edu
Location: Boise
Apply for Entrepreneurship Law Clinic services
Get legal support for your business or start-up.