Built to Last: What We Learned at the Ambur Smith Law x Hutch Studio Workshop
- amburcsmith
- Jul 17
- 4 min read
Written and edited by: Hannah Nacario and Ambur C. Smith, Esq.
Last Saturday, Hutch Studio, the Baltimore-based incubator for govtech startups, hosted attorney Ambur C. Smith, Esq., founder of Ambur Smith Law, for a hands-on session demystifying the two things that quietly make or break founder-led businesses: contracts and intellectual property. The 2-partworkshop, entitled "Built to Last: A Founder's Guide to Contracts & Dealmaking" and “All Rights Reserved: was split into two halves — dealmaking fundamentals in the morning, and IP protection in the age of AI after the break. Here's a recap for anyone who couldn't make it (or wants the highlights again).
Meet Ambur
Ambur Smith is a Georgetown Law grad, adjunct professor at George Washington University Law School, and founder of Ambur Smith Law, an international business and IP law firm established in 2020. Her firm works with founder-led companies, creatives, tech entrepreneurs, and progressive nonprofits — helping them protect their ideas and build the legal infrastructure to scale.
Part 1: Contracts & Dealmaking
The session opened with an icebreaker: what's one legal, contract, or IP issue you wish you'd understood earlier? It set the tone for a room full of founders comparing notes on deals gone sideways.
Corporate governance as your operating system
Ambur framed governance as the backbone of a company — covering ownership (founder equity and IP assignment agreements), decision-making (operating agreements, bylaws, voting rights, deadlock procedures), and operations (employment and contractor agreements, SOPs).
The essential contracts founders need
One by one, the group walked through the relationship types every business touches — founder-to-founder, company-to-customer, company-to-contractor, company-to-partner, and more — and the agreements that typically govern them: Nondisclosure Agreements (NDAs), service agreements, Software as a Service (SaaS) /platform terms, teaming and subcontractor agreements, licensing agreements, and IP assignments.
Before signing anything, she urged the group to check for: scope of work, deliverables, payment terms, timeline and acceptance, term and termination, dispute resolution, limitation of liability, confidentiality, IP ownership and license rights, warranties, and change orders.
Red flags vs. green flags
This was a highlight of the session. Red flags that should challenge every founder to pause, and potentially declare “No deal” included:
handshake deals/refusals to sign a written agreement,
pressure to perform before execution of a written agreement,
unreasonable urgency,
one-sided "exposure" terms,
unlimited liability for tech or AI-enabled services, and
broad IP assignment language with no privacy or data terms.
Green flags, on the other hand, included:
attorneys or designated reps involved in negotiation,
work pausing until an agreement is executed,
clear scope/payment/ownership terms,
mutual confidentiality terms, and
a shared commitment to clarity.
Part 2: IP Protection in the AI Era
After a short break, the workshop shifted to intellectual property — opening with a line from director Ryan Coogler: creative freedom isn't just making something; it's owning it and building a legacy from it.
The four types of IP
Copyrights — protection for original creative works (writing, images, code, music), lasting the author's life plus 70 years
Trademarks — names, logos, slogans, and trade dress that distinguish your goods and services
Patents — protection for functional and structural inventions, up to 20 years
Trade secrets — proprietary processes, data, and business information, governed by state contract law
She also touched on Creative Commons licensing as a way creators can permit reuse of their work while retaining ownership, plus key terms and concepts every founder should know (i.e., disclaimers, infringement, fair use, and cease-and-desist).
IP is everywhere in a founder's business
Ambur pointed out that IP isn't just logos and trademarks for Hutch founders, it can include software and code, AI workflows and prompts, datasets and reports, training materials, design systems, and client deliverables.
Solo activity
Attendees took a quiet minute to privately list, on their own devices, the different forms of IP they're developing or using in their businesses; a simple exercise meant to surface how much IP most founders are sitting on without realizing it.
Four best practices for protecting IP
To bring the conversation full circle,
Investigate existing IP — run clearance searches (USPTO, Copyright Office, and beyond), build an IP strategy from the results, and be willing to pivot branding early if a conflict turns up.
Proactively protect IP — use disclaimers even before formal registration, file federal/international registrations with counsel, and lean on IP clauses, NDAs, and licensing agreements.
Calculate the risks and rewards of AI — a four-part framework covering IP ownership (AI-generated work generally lacks copyright protection unless there's real human creative direction), legal and compliance exposure, brand and reputation risk (deepfakes, voice cloning), and monetization (pricing pressure from cheap AI content, and the opportunity to license your process rather than just your output).
Develop internal IP policies — privacy policies, AI use policies, and a firm commitment to written contracts over verbal agreements.
Key takeaways from Part 2: Investigate existing IP, protect it proactively through contracts and registration, weigh the risks and rewards of AI and emerging tech honestly, and put internal policies in place to manage risk going forward.
The Big Picture
Across both sessions, the message was consistent: founders don't need to become lawyers, but they do need to know what they're promising, what they're protecting, and what they're giving away in every deal and every piece of work they create. Written agreements, early IP research, and clear internal policies aren't red tape - they're what allow a business to survive its own growth.
If you’re ready to develop a legal operating system before securing in-house counsel, reach out today.
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