Definition of due diligence:
1. law : the care that a reasonable person exercises to avoid harm to other persons or their property failed to exercise due diligence in trying to prevent the accident
2. business : research and analysis of a company or organization done in preparation for a business transaction (such as a corporate merger or purchase of securities)
- Double check your facts. Re-read carefully your contract. Mark items that have been breached.
- Contact the offending party. Try to resolve the dispute directly with them.
- If it does not work, seek legal counsel.
No matter how common or simple your business might be, you should seek a legal counsel because ignorantia juris non excusat (ignorance of a law is no excuse) both in regards to state and federal law. Whether you are starting new business venture or negotiations, or your existing contract agreement has been violated, a help of a legal professional can save you stress, and help avoid costly mistakes.
An intellectual property or IP licensing agreement is between an IP rights owner (licensor) and person or company that is authorized to use the rights (licensee) in exchange for a fee or a royalty. The two parties negotiate and agree on the terms and conditions. IP license covers patents, copyrights and trademarks. It also extends to trade secrets and unfair competition.
An IP license may provide Licensee with the ability to get its products or services to a market in less time, a reduction in costs and access to expertise, collaboration and the opportunity to minimize capital investment, generating revenue.
Trademarks are used for branding of products and services like names and logos that distinguish products produced by one company from another, and distinguishing service providers. Patents are used for technology (designs, goods and processes) inventions and discoveries. Copyright provides protection to authors of “original work of authorship” for literary such as poetry and novels, dramatic, musical, movies, songs, computer software, architecture, artistic, and certain other intellectual works.
IP is one of the most complicated areas of law and is muddled with deadlines that if missed can result in a loss of rights. The worse things that can happen to an inventor is seeing a copy of his invention being used by a competitor. In such cases it is crucial to have a recourse by owning IP rights. Owning IP is essential when looking for investors and capital.
You may get recommendation not to grant or take a license in cases when you can successfully create your own IP, when there is a risk of licensing your IP to companies who might lessen the value of your IP, royalties are too high and may restrict the growth of your business, the IP to be licensed may be too weak or easy to work around, so it may not be worth investing in a license at all.
Licenses transfer patent rights to a third party temporarily, while Patent Assignment transfers these rights permanently. With licensing patent rights ownership does not transfer, no matter how much is paid in fees. Patent assignment agreements permanently transfer ownership.
Percentage of sales is a way to determine how much a licensee owes in royalties.
A good and comprehensive IP audit is always customized for your business and industry. It can include reviewing policies and procedures, conducting questionnaires with business personell, identifying status of relevant IP property owed.
Legal technology services are provided by application of technology and software to help individual lawyers or law firms facilitate the practice of law. They also serve as a means to help comsumers access legal expertise at much lower cost that in some cases even can eliminate the need to consult a lawyer, thus making them affordable to clients who would otherwise be unable to seek traditional legal services.
Foreseeing potential future disputes is essential to draft a good agreement in order to minimize risks associated with the deal.
- Software Licenses
- Software Development Agreements
- SaaS/Cloud Agreements
- Direct Customer Agreements
- Vendor Agreements
- Reseller Agreements and Distribution Agreements
- Partner Agreements
- Support and Maintenance Agreements, with Service Level Agreements
- End User License Agreements (EULA)
- Content Agreements
- Web Wrap Agreements, Browse Wrap Agreements, Shrink Wrap Agreements
- Terms of Service
- Service Agreements
- Professional Services Agreements and Consulting Agreements
- E-Commerce Agreements
- Internet Agreements
- Advertising Agreements
- Marketing Agreements
- Web Hosting Agreements
- Acceptable Use and Privacy Policies
Scope of services, payment, amendment, termination, liability insurance, confidentiality, IP ownership, and choice of law and dispute resolution…
Also called 'terms and conditions', it is an agreement that a user must agree to in order to use a website or a service. Terms usually define user’s legal rights and also service liabilities, if any.
All kinds of businesses need ToS, both online and brick and mortar.
Some thing vary, but ToU will always include:
- A license or copyright
- A disclaimer of liability
- Applicable law and the jurisdiction for disputes
- An acceptable use clause
It may also include Cookies, International Use and Compliance, User Accounts, Modification of Site, Support or Maintenance etc.
California Privacy Rights Act (CPRA) covers any business matching at least one of three conditions:
- Have $25 million or more in annual revenue
- Possess the personal data of more than 50,000 “consumers, households, or devices”, or
- Earn more than half of its annual revenue selling consumers' personal data.
The main CCPA requirements for businesses are:
- Disclose collection.
- Provide the right of deletion.
- Give consumers the opportunity to exercise their rights.
- Comply with consumer requests.
- Respect consumers’ rights under CCPA.
General Data Protection Regulation (GDPR) applies to all businesses large and small, with few exceptions. Companies with fewer than 250 employees must keep records of personal data processing activities if it is a regular activity or contains sensitive data.
CCPA protects California residents regardless where they are at the moment.
GDPR protects EU citizens, and applies to businesses around the world reaching EU.
Fines for not complying to above laws can be costly, depending on the degree of violation. For GDPR fine range from €10 to €20 million, or 2% to 4% of the corporation's worldwide annual revenue. CCPA fines range from $2,500 for unintentional to $7,500 for intentional violation, per violation. One "violation" occurs per consumer.
A construction contract is a mutual or legally binding agreement between two parties (one or more property owners and one or more contractors) which outlines the scope of work, risks, duties and legal rights of both the contractor and the owner.
If you are starting a new project you need to make sure that you are following local and federal building regulations.
Cope handles a number of different legal needs, like employment law, government contracts, and construction defects. It is essential to follow regulatory guidelines and environmental regulation.
Building codes cover both remodeling and new constructions, and are defined by local authorities as laws and ordinances. They represent standards that must be met for building design, construction, quality, plumbing, electrical and fire safety.
Some home repair can be done by you, but for a number of things you may require a licensed contractor:
- Constructing a roof
- Installing a dishwasher
- Installing central air conditioning
- Replacing a swimming pool pump
- Plumbing water repairs when connected to drinking water
- Building with metal
- Building a barn
- Building a detached garage
Good contracts protect both parties. If you negotiate a good agreement, you should sign it, otherwise you should not. Did you consider how this items are defined in the agreement: IP, evaluation, benefits, time duration, liabilities, etc.
Above question is a contradiction. 1099 form is filled by an independent contractor, and as such they have the freedom to organize their time the way they want.
In modern times, work from home as well as continuing education and distant learning are more and more common. Distance Learning Services Agreement is made between a School and a Student.
There probably is no party that would buy a business without a contract, so yes, you will need a contract to sell a business.
Information Memorandum describes the business and operations and limited finantial information and is provided to potential acquirers.
Maybe you have acomplished your dream, and now want to get involved in new ventures and adventures. Selling your business frees your time to for other things.
Employment is a trade-off between freedom and security. While you are giving up a bit of freedom as an employee, you would not get any security without a contract.
Some of the rights [EEOC]:
- Not be harassed or discriminated against.
- Receive equal pay for equal work.
- Receive reasonable accommodations.
- Medical information confidentiality.
- The right to refuse work that could affect health and safety.
A commercial lease is a property rental contract between a landlord and a business. Agreements contain such items as rent amount and increase over time, length of the lease, use clause, etc.
Common types are gross, net, single net, double net, triple net, and percentage leases.
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