Hot answers tagged legal-documents
7
The greatest limitation in enforcing your NDA against your French developers is that the provision stating that disputes must be resolved in the U.S. will be of little practical value.
Even if you obtain a judgment in the U.S., you will have to go to France to enforce it - a process that you probably would find to be far too expensive to justify.
I am ...
6
One of the great things about an LLC is that an Operating Agreement can allocate economic interests differently than it allocates voting rights.
Please see "Can an LLC have Members with a Non-ownership Economic Interest?", which describes a real-life client situation where we created an LLC with five classes of ownership interests.
Disclaimer: This post ...
6
Please see the Dept. of HHS' own rules on "certification": http://www.hhs.gov/ocr/privacy/hipaa/faq/securityrule/2003.html
HHS states there is "no standard or implementation specification that requires a covered entity to 'certify' compliance".
HHS also states "It is important to note that HHS does not endorse or otherwise recognize private organizations’ ...
5
The "Search" field is your friend. :-)
Or more alternatively, the browse by tags feature is perhaps the best place to start. I would say start with:
Does plagiarism apply to legal documents?
Putting Together a Privacy Policy and Terms of Service
Is there a Terms of Service (TOS) template that I can use for my SaaS product?
5
I'll refrain from offering any opinion on whether such a generic, vague NDA is legally enforceable in California. I think that's a matter for an attorney familiar with Californian law.
Instead I'll focus on something else:
The email is very general and simply states that the idea is for a game.
In my opinion, this marks her as a rank amateur. I ...
4
If she makes an offer, and there is consideration and acceptance then I believe that the contract is legal. Points to consider
A NDA wont stop copycats
Unless you can afford the court costs an NDA has little value, but if she had the money she would employ you as a contractor
Jesper's point that her request makes her appear like an amateur (as such she ...
4
The vast majority of the time, I see parties sign agreements, then scan them to PDF and exchange via e-mail.
Recently, a small percentage of my clients have started using online services such as EchoSign (http://www.echosign.com/).
I almost never see an exchange of signed originals nowadays, except when dealing with governmental entities.
Disclaimer: This ...
4
You need to have a lawyer review and strike / modify this portion of the agreement. Aside from what everyone else here has said, imagine this:
You work for months on their project and they stop paying you. You keep working, asking for payment. They refuse to pay you. Under the terms of the indemnity clause above, if you stop working for them due to lack of ...
3
Yes - not only can it be done, normally it should be done.
For a discussion of works made for hire and U.S. copyright law, please see Why “Work Made for Hire” is a Term Made for Confusion.
Disclaimer: This information does not constitute legal advice and does not establish an attorney-client relationship.
3
Unless you have a lot of confidence in the NDA form you're using, you should still have a lawyer review it. There may be specific laws or precedences in your jurisdiction that would make the NDA not do what you think it's going to do. (Personally, I have a lot of confidence in the Nolo forms, and would use those unchanged without a lawyer's review, but ...
3
I don't think there is a hard-and-fast rule on this. I have commonly seen 1, 2, 3, 5, 10 year and perpetual NDAs.
Some jurisdictions don't permit certain types of perpetual civil agreements, so in some countries a perpetual NDA might actually be weaker than one with a finite lifespan.
IMHO it depends. I don't like NDA's much, so on the rare occasions that ...
3
Registering an LLC is a very simple process, and I strongly advise against paying someone else to do it for you. Your state's website should have all the information you need. Save your money for something else.
Once you've registered your LLC, you will want to create an Operating Agreement. At this point you will want to get a lawyer involved to make sure ...
3
You are worrying about the wrong issues. Read this http://blog.foundrs.com/2009/03/11/the-great-startup-idea-that-i-cant-reveal-yet/ for a longer explanation.
The deal you suggest is about as invalid as the alleged deal between Mark Zuckerberg and the guy who asked for 1% for each day of delay on delivery of the initial code base...
If you hire a ...
3
Here is a US focused answer. Let's assume you have a contract without any clauses relating to liability (if there is not a signed contract there is likely at least some kind of oral contract so it amounts to mostly the same thing). In this situation, your only liability is for breach of contract, ie, if you don't keep up your end of the bargain.
There is ...
3
So far as my knowledge goes and as it is in practice here, Notary are not concerned with the content. They are concern with the identity of the person signing it. If you can establish the identity, sign on the documents in front of him, the Notary should have no problem in notarizing the signature. It is an evidence that you have signed the documents. No ...
3
In general, Yes. the notary is primarily responsible for confirming the identify of the individual who is signing a document. If that is all you are seeking, then find a notary who limits their role to that. But that is not the whole story!
In the United States, a notary is licensed on a sate by state basis. The specific roles and responsibilities of the ...
3
If he is threatening you, why do you think he would sign a document like this? You need to think about your negotiating position - which is difficult because he holds most of the cards.
Firstly - will he sue or is it just bluster?
Believe me, you don't want to go down the legal route. Do you think he has the money to sue you? How much is he asking for? If ...
3
I think you may be unclear about how personal liability works in a company situation.
When you register a company and enter into a contract in the company's name, the company is the legal entity that is liable for fulfilling it's obligations under the terms of the contract. If the company fails in its obligations and is sued, it is the company's assets that ...
3
As I understand it, you're not required to send them if the customer doesn't want them. We certainly never have, and our accountants have never complained.
If the customer wants them, then it probably makes sense to send them even if you're not legally required to.
[edit] I'm also in the UK, BTW.
3
It sounds like you are a sole proprietor. If that's the case, then you often will do business under an assumed name, "John Smith, doing business as 'Art by Smith'", for example. You don't have to, though -- if you don't have a d/b/a, you don't have a d/b/a.
If you want to form an LLC, the LLC will have its own name which will be up to you. You can do it ...
3
This is a rather complicated subject.
To start, you need to distinguish between authority (what the company says an individual is allowed to do on its behalf) and power (under certain circumstances, an unauthorized individual may be able to bind the company to a contract, anyway).
Furthermore, analysis of a given situation will depend on applicable state ...
3
Typically, the correct place is in the minutes. The bylaws of the corporation will usually describe the various officer positions, their responsibilities, and well as how officers and directors are appointed. Once the bylaws are established, the method to appointment is usually just a resolution of the board in keeping with any requirements in the bylaws. ...
2
Legally you can sign documents. If there are disputes, you are personally liable. So for example if they don't complete the job and you refuse to pay and they take you to court and win, they can access your personal finances as part of the judgement.
Then again, your liability is limited by the amount of the contract, which may be small enough that you ...
2
I'm probably not the best person to answer this, since I don't have formal legal training, but here is an educated guess.
Since you haven't registered your company yet as an LLC, LLP, S-corp, C-corp, partnership, etc, then it may be formally considered a sole proprietorship. This means you are personally liable should you owe any debt, among other things. ...
2
"I'll let him do whatever he wants with the IP we've built." sounds very dangerous assuming you are buying him out because you too intend to move forward with the same or related IP. And frankly that sounds naive to me.
Write up a letter of intent that outlines what you and your co-founder have agreed to, and include that you agree to work out a formal ...
2
This probably isn't the answer you're looking for, but I don't think this is something you want to do without the help of a lawyer. If it were me, I would find information online (and look at templates), but ultimately I would consult a lawyer before signing and finalizing anything.
Even if you both agree now, things could change in the future and you might ...
2
Google "passive investor". A passive investor is someone who invests money in a business (and expects a monetary return for his investment), but is not involved in the day to day management decisions of a business. Basically, they give you money in exchange for equity, without meddling in business decisions.
2
check out fizzlaw.com - a network of attorneys experienced working with small businesses and startups (lawyers don't paid to be listed, it's built on referrals and research). You can use the find-a-lawyer tool to send out to your request to the network and only interested attorneys will respond.
2
Usually in software dev in the US the common contract is a work for hire based contract. http://en.wikipedia.org/wiki/Work_for_hire
Under this generally yes authorship and all rights are transfered. Usually such contracts also have provisions that if for some reason work for hire isn't enforceable, you grant the company a exclusive license to all the code ...
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