At issue: the lawful use of celebrity endorsements.

Question: I own the exclusive marketing rights to a certain consumer electronic device that is gaining popularity. This summer, while enjoying a day at Malibu Cross Creek Park, I noticed a well known celebrity using our product. I instinctively snapped a picture with my digital camera. Is there any lawful way to utilize this picture to our business advantage?

Answer: Assuming the celebrity in the photograph is identifiable, short of contracting for the rights to use that celebrity's likeness, the answer is no. Although you may display the picture on your credenza as a keepsake, California common and statutory law precludes you from utilizing the photograph for commercial gain. One such statute, California Civil Code Section 3344(a), precludes the knowing exploitation of any person's "... name, voice, signature, photograph, or likeness, in any manner, on or in any products, merchandise, or goods, or for purposes of advertising or selling, or soliciting purchases of, products, merchandise, goods or services, without such person's prior consent...." Penalties are stiff. Persons violating this statute are liable for actual damages suffered by the person exploited and any profits from the unauthorized use. The statute also provides that punitive damages "may also" be awarded and that attorney fees "shall be" awarded to the prevailing party.

That's my legal response. The entrepreneur within might say there is nothing precluding you from sending (or even selling) the picture to one of the many weekly celebrity magazines that occupy the magazine racks at the checkout stands of your favorite grocery store. Assuming the publisher doesn't choose to alter the photo-graph to redact your product (or perhaps its logo), you might get some mileage from your product gratuitously being linked to this celebrity. But, you didn't hear that from me!

Q: We want to monitor our employees' Internet and e-mail use. Are there any legal issues we need to be aware of first?

A: Yes. It is particularly sticky if the employees use their own computers and Internet accounts. In fact, in that case, to be safe, I'd counsel against the practice. However, assuming the computer, server, and the Internet connection are paid for by the company, thus making each company property, your options are more wide open.

Nevertheless, you still need to consider employee privacy rights. In order to eliminate or reduce your employees' expectation of privacy (or here, electronic privacy), I advise my clients to conspicuously and unambiguously adopt language (typically found in employee handbooks and elsewhere) informing employees of the following: all computers and systems are company property and shall be used only for legitimate business purposes; the company reserves the right to periodically monitor all emails and Internet usage, including viewing and printing specific usage, to ensure usage consistent with this policy and to safeguard the system against virus and security risks; employees should consider all electronic transmissions to be permanent in nature, knowing that company may retrieve them later for review; and employees do not have any right of privacy in the information, material, or images contained in any company computer used at the office, road, or home.

Q: We're in discussions with a strategic buyer interested in purchasing our business. The buyer's president and I go way back, and, as such, we have not yet involved counsel. He recently asked that I sign a document captioned "Non-Binding Letter of Intent." Is my company assuming any legal obligations by signing a document that is titled "Non-Binding"?

A: First things first. Friend or not, no one should sell their business without involving counsel. As to your question, it is impossible to answer without reading the document itself. However, assuming the non-binding letter of intent qualifies as a contract (i.e., identifiable parties, manifestation of mutual consent, sufficiently describes unambiguous critical terms, and recites sufficient consideration) my guess is the proposed document contains some binding provisions. Merely captioning a contract "non-binding," does not ipso-facto render the agreement legally insignificant. In fact, many non-binding letters of intent contain certain provisions that are expressly binding by their terms (e.g., confidentiality provisions; "no-shop" provisions--designed to preclude seller from soliciting or entertaining offers from other buyers; and others).

Irrespective of whether the proposed nonbinding letter of intent has such provisions, be mindful that every contract is deemed to contain an implied covenant of good faith and fair dealing. As one court put it, "that is to say there is implied in every contract a covenant by each party not to do anything which will deprive the other parties thereto of the benefits of the contract.... This covenant not only imposes upon each contracting party the duty to refrain from doing anything which would render performance of the contract impossible by any act of his own, but also the duty to do everything that the contract presupposes that he will do to accomplish its purpose."

Q: We have a registered trademark. How long is it good for?

A: As the United States Patent and Trademark Office web site states, "Rights in a federally-registered trademark can last indefinitely if the owner continues to use the mark on or in connection with the goods and/or services in the registration and files all necessary documentation in the USPTO at the appropriate times. In general, the owner of a registration must periodically file: Affidavits of Continued Use or Excusable Nonuse under 15 U.S.C. [section] 1058; and Applications for Renewal under 15 U.S.C. [section] 1059." Visit www.uspto.gov for more useful information.

This column contains general information and under no circumstances constitutes legal advice. This information is not provided in the context of an attorney-client relationship and nothing herein creates an attorney-client relationship. Readers should not act upon this general information without first seeking professional advice.

Ira Rosenblatt is a business and corporate lawyer and a co-founder and Director of Stone, Rosenblatt & Cha, a business law firm in Warner Center. Rosenblatt has earned Martindale-Hubbell's highest rating ("A V") for legal ability and ethics and is listed in Martindale-Hubbell's National Bar Register of Preeminent Lawyers. He can be reached at [e-mail].