L&E Clinic provides law students hands-on experience in emerging field of student-athlete contract review.
Lenisha Gibson is thankful for the experience of helping University of Wisconsin–Madison student-athletes navigate the intricacies of their Name, Image and Likeness (NIL) contracts.
She is among the University of Wisconsin Law School students who have reviewed such contracts to gain hands-on knowledge as part of a free service offered by the school’s Law and Entrepreneurship Clinic (L&E Clinic).
“By engaging directly with wide-eyed student-athletes, I gained skills in conveying complex, dense legal terminology into actionable advice and support,” Gibson said. “It not only enhanced my understanding of this evolving area of law, but also reinforced my commitment to providing meaningful and impactful legal assistance in my future practice.”
The NCAA passed rule changes three years ago allowing student-athletes to make money from their personal brand. When a contract is provided by a business that would like to license rights to the athlete’s name/image/likeness, the clinic’s student attorneys review the contracts with the student-athletes, answer questions and provide a written markup highlighting areas of concern. Student-athletes from anywhere in the state can apply to the clinic for a review of their NIL contracts.
“The student-athletes want to know if the NIL opportunities are good to go or what they would have to do to meet the requirements of the agreements,” Gibson explained.
Wisconsin track athlete and thrower Danni Langseth said the clinic is “essential” to the future well-being of student-athletes as NIL deals become more prevalent.
As a full-time business leader in the Women in Business student organization and a Division 1 student-athlete, Langseth doesn’t have time to work a traditional job to provide an income for herself. NIL allows her to pursue financial gain and deals, but when she was handed an NIL contract and deadline to sign, a challenge was presented.
“It quickly became clear that the absence of my legal knowledge rendered me incapable to decipher, understand and commit to a legally binding agreement that would affect my brand, financial future and athletic eligibility,” she said.
Enter the L&E Clinic.
“The clinic was with me every step of the way, which was not only necessary but comforting as I navigated a complex and intimidating legal decision of which I had no experience in,” Langseth said.
‘A Classic Win-Win’
The clinic’s work with student-athlete entrepreneurs is just one example of the impact clinical legal education has on the Law School and the community.
“It’s a classic win-win,” said clinic Director Emily Buchholz. “The law students gain credit while learning about a cutting-edge area of the law and build legal and professional skills in an exciting context, and the student-athletes receive legal guidance and services that they’d likely not be able to access or afford if not for our program. It illustrates nicely the powerful contributions clinical programs make to our communities.”
The clinic is run by Buchholz as director, Jeff Glazer and Charlie von Simson as clinical professors and Tami Patel as clinical instructor. Other staff members include Mark Fernandes (legal fellow), Harriet Maona (administrative assistant), and occasional student workers and interns.
It’s run like a law firm. Students manage client relationships, prioritize assignments and track and bill their time. The experience allows students to explore specialized areas such as tax and corporate law, trademark law, patent law, intellectual property licensing, securities, employment law and internet policies, among others.
“We teach students the core foundations of business law and practice, but what we’re really striving to do is guide students to the next level of thinking and skill,” Buchholz said. “This requires students to deeply understand the context, identify the stakeholders and figure out how to add value for the client, all while effectively managing the process. Students are forced to develop these next-level skills when working in a new field where the law is changing rapidly, and the answers may not be obvious.”
“The role of the clinic is to help student-athletes understand the contracts presented to them so they can make informed decisions about whether they wish to proceed with the deals.” –Tami Patel, Law and Entrepreneurship Clinic Instructor
NIL work fits in the clinic’s wheelhouse because the student-athletes are Wisconsin entrepreneurs who typically haven’t reached a level where their deals are consistent enough and the dollar amounts large enough that they should hire a private attorney.
And, the nature of NIL work tends to center around contract review and intellectual property concerns.
“Those are two of the clinic’s strengths,” she added.
Aside from working directly with student-athletes, the clinic created educational resources on the legal aspects of NIL deals that were shared with the Athletic Department.
“In the early days of NIL, students created a slide presentation for athletes that summarized the intellectual property rights that NIL stems from — the rights to privacy and publicity — and shared how it was historically applied in commercial settings,” explained Patel. “From that legal framework, the students extrapolated on what the new NIL rules might mean for athletes in the context of rapidly evolving NIL policies.”
Emerging Field
While student-athletes are a small percentage of the overall clients that the L&E Clinic serves, Buchholz believes the number will continue to grow as the market evolves and as athletes begin to understand the benefit and accessibility of the legal services offered by the clinic.
As the number of student-athletes served grows, the clinic can better understand the unique needs of their clients in this emerging area of law.
“The deal flow for student-athletes with NIL deals is quite different than with most businesses, and as we get better at understanding how these needs arise for student-athletes, we can see that we’re able to reach more and more of them,” Buchholz said.
Patel, a former college athlete herself, leads the clinic’s NIL program with support from the clinic team and students.
She keeps up with developments in NIL law and integrates students into the work. All the clinic’s students are welcome to participate in the NIL program.
“Through our services, the student-athletes get timely, practical advice that can prevent legal missteps while allowing them to take advantage of opportunities when they arise,” Patel said. “The law students get a chance to practice in a dynamic new area of the law that is shaped by intellectual property, university/conference policies, state laws, NCAA guidance and court decisions.”
Students have long been interested in sports law, but, prior to the clinic’s NIL review program, opportunities to gain hands-on experience in that area were limited.
“NIL has provided that opportunity as well as another opportunity for the clinic to build relationships across campus,” she added.
An Athlete’s Experience
Langseth said the clinic is critical to NIL deals because athletes can be vulnerable to businesses looking to simply make a profit.
“In one 30-minute meeting, the clinic clarified to me the legal jargon that neither I nor my parents could have adequately understood on our own,” she said. “The advice the clinic offered me was essential because it highlighted the discrepancies between the contract I received and the other NIL contracts the clinic had reviewed. More specifically, we discussed how the transactions between my agent and I would take place, how the agent’s commission percentages compared to other contracts of the same nature, and what my tax liability would be.”
Langseth said her experience with the clinic was “nothing short of amazing.”
“Many student-athletes are held back by the time that it takes to find an attorney and schedule a meeting because the opportunity often expires quickly,” she explained. “Other student-athletes need to know that the L&E Clinic exists, that it’s timely, and that it will protect their well-being at all costs.”
Contract Review
Patel said the most common questions student-athletes have when it comes to NIL relate to interpreting “legalese.”
“What is an indemnification clause? What events trigger a termination of the contract? What does it mean if the license is exclusive?” Patel said, citing questions that arise. “Our law students benefit greatly from explaining the implications of these provisions to the student-athletes. There’s no better way to fully learn something than to teach it. The student-athletes benefit because they can make informed decisions about their NIL deals.”
Patel said there have been situations in which contracts were presented to athletes with typos and with provisions that contradicted themselves. There have also been situations that required the student-athlete to give up valuable NIL rights for minimal economic returns.
“The role of the clinic is to help the student-athlete understand the contract presented to them and make an informed decision whether they wish to proceed with the deal,” Patel said.
“Other student-athletes need to know that the L&E Clinic exists, that it’s timely, and that it will protect their well-being at all costs.” – Danni Langseth
In addition to reviewing NIL contracts with athletes and advising them on NIL-related matters, Gibson participated in informational videos for student-athletes, reminding them of tax deadlines and processes for reporting NIL income.
“The NIL experience helped me think about both parties engaging within these contracts and who can benefit or be harmed from these agreements,” Gibson said. “I loved reviewing contracts for major red flags such as pay-to-play language, intellectual property licensing issues, exclusivity clauses and terms of the contracts. Some folks may try to take advantage of athletes interested in NIL opportunities by trying to push agreements into forever. It was great practice to intentionally read those agreements for unclear, confusing language.”
Gibson believes the clinic experience will give her a competitive edge in her career.
“It’s crucial to ask questions, maintain detailed notes, actively listen to your clients, utilize available resources and think creatively when developing arguments for your clients,” she said. “I knew connecting with the experts and experienced attorneys within the clinic would be a terrific opportunity and help me think of innovative ways to thrive within transactional law.”
By Brian Walker. Photos by Nick Wilkes.
