Uncategorized

Terminating Your Contract: Things to Remember Part 1

Posted by on Jan 16, 2014 in Uncategorized

Contracts often have various provisions concerning when and how a party may terminate the contract. Typical termination provisions can cover situations in which the party terminates for cause or without cause. The distinction between the two types of termination clauses can be crucial to your contract rights and remedies. A provision governing termination without cause essentially gives one or both parties the right to terminate the contract for any reason, whether or not there has been a breach. Often called a “termination for convenience” clause, these provisions can have various effects on the practical terms of your deal, which you may want to consider when you’re drafting or negotiating your contract. For example, 1) If a termination without cause provision is going to be a part of your contract, consider how much notice you would like to have or give if you or the other party wants to terminate the contract without a breach. Things to consider would be how long it will take you to find another seller or service provider to fill in the void. 2) It is common for a service provider or seller to raise the price or quote a little bit in order to account for the fact that the other party may suddenly terminate the contract. Be aware of how the pricing structure works in your deal, and try to substantiate where the costs are attributed. 3) Consider your capital investment. Many times a termination without cause provision can expose you or the other party to losses resulting from a shorter contract period. If the contractual relationship is cut short early, the party may not have recovered their costs yet. Therefore, it is common to see some sort of cost recovery provision or penalty provision in the event a party terminates without cause. Stay tuned for more on termination for cause provisions. While there are many other issues to consider when you’re drafting termination provisions, these are just a few that you may want to keep in mind. You should always consult an attorney when you’re in the process of drafting and negotiating a...

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Developing an App? Protect your Intellectual Property!

Posted by on Dec 4, 2013 in Uncategorized

If your startup company is working on developing an app, remember that the app, or the development process, raises intellectual property issues that you should consider. For example: if there is a process or method embodied in the app, it may be something worth patenting the app may have a name that should be protected by a trademark the app may have terms used in connection with it that should be protected by a trademark the app developer may treat the app’s source code or other aspects of the app’s development as a “trade secret“ the content of the app itself should maybe be protected by copyright–if original (e.g. the app’s graphic, textual, images and artwork, database elements and software code) If you’re working on an app, or having an app developed for your company, please see an attorney for further discussion on how best to protect your IP in the...

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Social Media, Marketing and Privacy Issues: Tips to Remember

Posted by on Nov 20, 2013 in Uncategorized

Before launching a social media marketing campaign, consider the following: Be sure you disclose what information you collect from your audience, why you collect it, and how you use that information. Does your marketing campaign or website use “cookies”? If so, disclose it. If you do not know, ask your web developer (or someone else who could explain this practice to you), then disclose accurately what your site uses. Does your marketing campaign target children? If not, be sure to address this honestly- for example by prohibiting use of your site by children under the age of 13. If so, be sure you comply with the Children’s Online Privacy Protection Act. It would be a good idea to have a lawyer review your policies or advise how to comply with this law. Always remember to contact an attorney if you have any specific questions or...

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Update! I-9 Forms and Immigration

Posted by on Oct 2, 2013 in Uncategorized

Earlier this year, the U.S. Citizenship and Immigration Services (“USCIS”) issued a newly revised Form I-9 for use by employers. The Form I-9 is used to verify the identity and employment authorization of individuals who are hired for employment in the United States. Thus, all companies who have employees must ensure that a Form I-9 is properly completed for each employee. As of this date, employers should be using the revised form, which is available at: http://www.uscis.gov/files/form/i-9.pdf. The USCIS’s revisions to the I-9 form are subtle, in that USCIS simply: Added data fields for the employee’s: foreign passport information (if applicable) telephone number e-mail address Improved the form’s instructions Revised the layout of the form, expanding it from one to two pages (not including the form instructions and the List of Acceptable Documents) The revised form can be identified by the revision date “3/08/13 N” printed in the lower left-hand corner. Please contact an attorney if you have any questions about using the Form I-9 or your duties in verifying an employee’s identity and work...

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What Types of Insurance Should I Have For My Business?

Posted by on Sep 18, 2013 in Uncategorized

Branching off from our discussion of whether you need an entity for your business, one related issue that’s important to keep in mind is what types and amounts of insurance you should obtain and maintain with respect to your business. Whether the insurance policy is personal in nature (such as a policy to cover your personal automobile or home) or commercial in nature (worker’s compensation, professional liability, etc), insurance plays a vital role in the minimization and management of risks associated with the operation of your business. We will go over insurance that is more commercial in nature next time, but for now, we will talk about insurance that is more personal. What Types Of Insurance Should You Have? While the overall answer will ultimately depend on the nature of your business, there are some types of insurance, particularly personal in nature, that are always a good idea to obtain and maintain because they protect you on a personal level– no matter what happens to the business. To the greatest extent possible, business owners should strive to minimize and manage their personal risk so that their capacity to focus on the business operations will not suffer as a result of a personal loss. While this may seem like common sense, if you’re a business owner who also owns a home, you’re going to want to make sure you have homeowner’s insurance of an adequate type and amount, which can help protect you from accidents that happen at home or may have occurred due to your own actions. In order to run your business, you need to make sure your home, and items inside the home, is adequately protected–so all of your resources can be focused on the business. This concept also applies to business owners who do not own a home, but who rent. Renter’s insurance is equally as important if you are a renter to protect your home and items inside your home (which may or may not be useful in your business). While there are other coverages which probably seem like common sense (e.g. personal automobile insurance or health insurance), you probably get the point concerning insurance which is personal in nature and are more curious about insurance which is commercial in nature. We will visit commercial insurance coverages next time, but before we leave this topic, it is important to drive home one more point: Because many small business owners operate their businesses as sole proprietors (i.e. entities for which there is little to no separation of assets, profits, liabilities and obligations), it is especially important to consider how best to protect your personal assets which may directly or indirectly impact the operation of your business. If you have questions concerning insurance or how best to manage and minimize risk for your business, please talk to an attorney–or an insurance...

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Do I Need An Entity for My Business? Cont…

Posted by on Sep 13, 2013 in Uncategorized

As we discussed before, most people end up operating their business through an entity of some sort. However, there are some individuals who do not necessarily need an entity and can operate their business as a sole proprietorship. Without going into details concerning the various types of business entities, it is important to remember that a sole proprietor is personally responsible for the debts and obligations of the business (i.e. there is no “shield” or “veil” of limited liability as in a corporation or LLC). While this may sound scary, it is actually not that big of a deal for some people–and the good news is that sole proprietors do not have to pay Tennessee Franchise & Excise taxes (which are typically between 6%-7%). We will discuss a bit more concerning the various factors that you should consider when trying to decide whether to create an entity through which to operate your business: #1: The kind of service or product you are providing. If you’re providing a risky service or product, that is an argument in favor of having an entity for your business. There is a huge difference between someone who is manufacturing tires and someone who is taking photographs of people. While photography may entail certain risks (risks particularly related to personal identity, images and/or other intellectual property rights), those risks are inherently less risky than the tire manufacturer scenario. Keep in mind that there are many other factors to consider in addition to the type of service or product you are providing, and we will discuss those in more detail later. However, for now, explore whether the level of risk your business entails may be curtailed by purchasing an insurance policy to adequately cover those risks. There are many types of businesses that can cover their risks adequately (and in a way that agrees with the business-owner’s risk tolerance) by purchasing general liability and other insurance policies to cover things like services which cause or are alleged to have caused bodily injury or property damage. If your risks may be covered by insurance policies which are less costly than the TN F&E taxes, it may be a better idea to stay a sole proprietorship and avoid the TN F&E taxes. This is a very brief and general discussion of a rather important topic, so we strongly recommend that you discuss your business with an insurance broker and an attorney so that you can fully understand how best to curtail the risks associated with your...

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