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Contracts are the f oundation of a legally secure business or non-profit organization. Without them, businesses can face miscommunication, financial loss, or even lawsuits. Whether you’re a solo entrepreneur, a small business owner, or managing a growing non-profit, having the right legal agreements in place is crucial. In this article, we’ll break down the essential contracts every small business and non-profit should have, why they’re important, and how they can protect your organization. 1. Client Service Agreement (For Businesses Providing Services) What It Does: A Client Service Agreement outlines the terms of service between your business and your clients. It ensures that expectations, deliverables, payment terms, and liability protections are clearly defined. Why You Need It: • Prevents misunderstandings about the scope of work. • Ensures you get paid on time by setting clear terms. • Protects against legal disputes over service quality or delivery. Key Clauses to Include: • Scope of Work (What services are included?) • Payment Terms (Deposit required? Late fees?) • Timeline and Deadlines • Refund or Cancellation Policy • Liability Limitations 2. Independent Contractor Agreement (For Hiring Freelancers & Contractors) What It Does: This contract sets the terms of engagement for freelancers or independent contractors you hire. It ensures that they are legally classified as non-employees, protecting your business from misclassification lawsuits and tax penalties. Why You Need It: • Avoids disputes over ownership of work produced. • Clearly defines payment and project expectations. • Protects against misclassification issues that could lead to IRS penalties. Key Clauses to Include: • Payment and Invoicing Terms • Intellectual Property Ownership (Who owns the work created?) • Non-Disclosure Agreement (NDA) Clause • Independent Contractor Classification 3. Employment Agreement (For Hiring Employees) What It Does: An Employment Agreement outlines the terms of employment for hired staff. It ensures that roles, responsibilities, compensation, benefits, and termination policies are clearly defined. Why You Need It: • Avoids misunderstandings between employers and employees. • Protects confidential information with a non-compete or NDA clause. • Provides legal protection if an employee is terminated or disputes arise. Key Clauses to Include: • Job Title and Responsibilities • Compensation and Benefits • Termination Policies (At-will employment?) • Confidentiality and Non-Compete Clauses 4. Partnership Agreement (If You Have Business Partners) What It Does: A Partnership Agreement is critical for businesses with two or more owners. It lays out ownership percentages, roles, profit-sharing, and exit strategies to prevent future disputes. Why You Need It: • Clearly defines who owns what and how decisions are made. • Prevents conflicts by outlining dispute resolution methods. • Protects the business if a partner wants to leave or sell their share. Key Clauses to Include: • Ownership Breakdown • Decision-Making Authority • Profit and Loss Distribution • Exit Strategy and Buyout Plan 5. Non-Disclosure Agreement (NDA) (For Protecting Confidential Information) What It Does: An NDA ensures that sensitive business information, such as client lists, financial data, and trade secrets, remains confidential when shared with employees, vendors, or business partners. Why You Need It: • Prevents employees or contractors from stealing or misusing confidential information. • Protects proprietary business practices, strategies, and trade secrets. • Gives legal grounds for action if information is disclosed without permission. Key Clauses to Include: • Definition of Confidential Information • Duration of Confidentiality Obligation • Penalties for Breach 6. Terms and Conditions Agreement (For Businesses with a Website or Online Services) What It Does: A Terms and Conditions (T&C) Agreement defines the rules users must follow when using your website, purchasing your products, or engaging with your online services. Why You Need It: • Limits your legal liability for website usage. • Protects your intellectual property (content, images, branding). • Sets expectations for returns, refunds, and service policies. Key Clauses to Include: • Acceptable Use of Website • Payment and Refund Policy • Liability Disclaimer • Privacy Policy Conclusion Contracts are an essential tool to protect your business, employees, clients, and intellectual property. Whether you're running a small business or a non-profit, having well-drafted contracts can prevent costly disputes and legal headaches. Need help drafting or reviewing a contract?Contact us today to ensure your agreements are legally sound and tailored to your business needs.

In today’s business landscape, companies rely on a mix of employees and independent contractors to meet their operational needs. But what’s the difference, and why does it matter? Misclassifying workers can lead to costly legal and financial consequences, so it’s essential for business owners to understand the distinction. Key Differences The primary distinction between an employee and an independent contractor comes down to control and independence. Employees typically: • Work under the direct control of the employer regarding tasks, schedules, and processes. • Receive benefits like health insurance, paid time off, and unemployment protections. • Have taxes withheld from their paychecks by their employer. On the other hand, independent contractors: • Have more control over how and when they complete their work. • Often use their own tools and resources. • Are responsible for their own taxes, including self-employment taxes. Why Misclassification Can Be Costly Misclassifying an employee as an independent contractor—whether intentional or not—can result in serious penalties, including: • Back pay for wages and overtime. • Liability for unpaid payroll taxes and benefits. • Fines from the IRS, Department of Labor, and state agencies. Beyond financial consequences, misclassification can also lead to legal disputes and damage a company’s reputation. Government agencies are increasingly cracking down on misclassification, making it more critical than ever for business owners to get it right. How to Protect Your Business Understanding the classification rules is just the first step. If your business works with independent contractors, it’s important to: • Understand the difference between an independent contractor and employee. • Have clear, written agreements outlining the nature of the work relationship. • Ensure contractors operate with autonomy in their work processes. • Regularly review classifications to stay compliant with evolving laws. While these guidelines provide a starting point, classification decisions can be complex and fact-specific. If you’re unsure about whether your workers are properly classified, consulting a business attorney can help you avoid costly mistakes. If you have questions about worker classification or need guidance on structuring your workforce, contact us today. We can help you navigate the complexities of employment law and protect your business from unnecessary risks. 

The rise of Artificial Intelligence (AI) has ushered in a new era of possibilities for businesses of all sizes. From automating tasks and improving customer service to unlocking valuable insights from data, AI tools are transforming the way small businesses operate. However, this technological revolution also brings with it a unique set of legal challenges that business owners need to navigate. The Legal Landscape of AI for Small Businesses • Data Privacy and Security: • Customer Data: AI tools often rely on customer data. Small businesses must ensure they comply with data privacy regulations like GDPR and CCPA, which govern data collection, use, and storage. This includes obtaining proper consent, implementing robust security measures to prevent data breaches, and minimizing the risk of data misuse. • Intellectual Property: • Copyright and Ownership: AI-generated content, such as images, text, and even music, raises complex copyright questions. Determining ownership and ensuring proper attribution or licensing can be crucial. • Employment and Hiring: • Algorithmic Bias: AI-powered recruitment tools can inadvertently introduce bias, leading to discriminatory hiring practices. Businesses must carefully evaluate and mitigate these risks to ensure fair and equitable hiring processes. • Contractual Issues: • The Temptation of AI-Drafted Contracts: Many small business owners are drawn to the efficiency of using AI tools to draft contracts, operating agreements, and other legal documents. These tools can generate templates quickly and potentially save time and money. • However, it's crucial to understand the significant risks associated with relying solely on AI for legal drafting: AI-generated documents may contain errors, omissions, or outdated information. Legal contracts require precision and attention to detail. Even minor errors can have significant legal and financial consequences. AI tools cannot provide legal advice or tailor contracts to the specific needs and circumstances of your business. They lack the nuanced understanding of complex legal issues and cannot anticipate potential legal challenges. If an AI-generated contract contains errors or omissions that lead to legal disputes or financial losses, your business may be held liable. How a Small Business Lawyer Can Help Navigating the legal complexities of AI can be daunting for small business owners. A qualified business lawyer can: • Conduct a thorough AI risk assessment: Identify potential legal and ethical risks associated with your specific use of AI tools. • Develop and implement data privacy policies: Ensure compliance with relevant data protection regulations and protect your customers' information. • Advise on employment law issues: Ensure your hiring practices comply with anti-discrimination laws and that your business is prepared for the evolving workforce. • Review and refine AI-generated drafts: Identify and correct any errors, omissions, or ambiguities. • Tailor contracts to your specific needs: Ensure that your contracts accurately reflect your business objectives and protect your interests. • Provide expert legal advice: Guide you through the legal complexities of your business transactions. • Stay abreast of emerging AI regulations: Keep you informed of any new laws or regulations that may impact your business. The Bottom Line AI presents both exciting opportunities and significant challenges for small businesses. By proactively addressing the legal considerations and seeking guidance from experienced legal counsel, you can harness the power of AI while minimizing potential risks and ensuring long-term success. Disclaimer: This article provides general information and should not be construed as legal advice.

 Is Your Business Ready for the New Year? The end of the year is the perfect time to reflect, reset, and make sure your business is protected and positioned for growth. Small issues—like outdated contracts, missing filings, or partnership disagreements—can snowball into bigger problems if left unchecked. Asking yourself the right questions now will give you peace of mind and a clean slate heading into the new year. Here are 8 key areas every business owner should review before the calendar turns to January: 1. Are Your Contracts Up to Date and Protecting You? Why It’s Important:Outdated or unclear contracts can leave your business vulnerable to disputes, missed payments, or unexpected liabilities. If your agreements with vendors, employees, or clients haven’t been reviewed recently, they may not reflect your current business needs or provide the protections you deserve. Now is the time to ensure your contracts are clear, enforceable, and aligned with your goals. Questions to Consider: • Do your client agreements clearly outline payment terms, responsibilities, and expectations? • Are there contracts with vendors, employees, or partners that need renewing or revising? • If a vendor doesn’t deliver or a client doesn’t pay, do you know what happens next? 2. Is Your Website Legally Compliant and Protected? Why It’s Important:Your website is often the first point of contact for customers and partners, but failing to meet legal requirements can lead to fines, disputes, or lost trust. Many businesses overlook essentials like Terms of Service, Privacy Policies, and ADA compliance. If you host original content, tools, or branding, you also need to ensure your site is protected against unauthorized use. Questions to Consider: • Does your website have up-to-date Terms of Service and a clear Privacy Policy? • Have you reviewed your website for ADA compliance to ensure accessibility? • Are you using contracts, like licensing agreements, to protect content or tools on your site? 3. Do You Have the Right Business Entity—Or Any Entity at All? Why It’s Important:Running your business without a formal entity, like an LLC or corporation, can expose your personal assets to risk. Even if you already have an entity, it’s worth revisiting whether it still supports your growth and tax goals. A well-structured business entity provides liability protection, tax advantages, and clarity around ownership. Questions to Consider: • Are you running your business as a sole proprietorship and exposing yourself to personal liability? • Would forming an LLC, corporation, or partnership provide better legal and tax protections? • If you already have an entity, is it structured to support your future growth? 4. Could a Partnership Dispute Be Brewing? Why It’s Important:Business partnerships can be key to growth, but without clear agreements and open communication, disagreements can arise and create significant problems. Whether it’s about roles, ownership, or exiting the business, unresolved issues can hurt relationships and your bottom line. Addressing potential disputes now helps avoid bigger conflicts later. Questions to Consider: • Do you and your partners have a clear agreement about roles, responsibilities, and ownership? • Is there a plan in place for handling disagreements or someone’s exit from the business? • Are there unresolved disputes with partners that need to be addressed? 5. Are Your Financial and Legal Records in Order? Why It’s Important:Neglecting financial or legal filings can cause unnecessary stress, penalties, or delays in the new year. Whether it’s state filings, licenses, or corporate records like meeting minutes, keeping everything up to date gives you a clean foundation to operate and grow your business smoothly. Questions to Consider: • Are your state filings, licenses, and permits up to date? • Have you cleaned up overdue legal or financial tasks that could cause problems next year? • Are your corporate records, like ownership documents or meeting minutes, current? 6. Is Your Brand Trademarked and Protected? Why It’s Important:Your brand—whether it’s your name, logo, or products—represents the hard work you’ve put into building your business. Without a trademark or proper protections, someone else could copy or misuse your branding, leaving you without legal options. Protecting your intellectual property now will safeguard your business reputation and value. Questions to Consider: • Have you trademarked your business name, logo, or any unique product names? • Could someone else copy your branding or ideas—and would you have legal grounds to stop them? • Are you using tools like NDAs or licensing agreements to protect your intellectual property? 7. Do You Have Loose Ends to Tie Up Before the New Year? Why It’s Important:Lingering conflicts or unresolved tasks can slow down your business’s growth and create unnecessary stress. Whether it’s unpaid invoices, broken agreements, or policy gaps, tying up loose ends now ensures you can start the new year with a clean slate and clear focus. Questions to Consider: • Are there unpaid invoices or broken agreements that need resolving? • Do you have lingering disputes with vendors, clients, or employees? • Are there contracts or policies that need updating to prevent similar issues next year? 8. What’s Your Plan for the Unexpected? Why It’s Important:While no one likes to think about stepping away from their business, the unexpected can happen. A clear plan—whether for succession, a partner’s exit, or a future sale—ensures your business can continue operating smoothly, protects your family, and preserves the value of what you’ve built. Questions to Consider: • If you had to step away from the business tomorrow, would your team know what to do? • Do you have a succession plan or buy-sell agreement in place for partners? • Is your estate plan aligned with your business operations and goals? Closing Thought: The end of the year is the perfect time to ask yourself whether your business is protected, positioned for growth, and ready to face new challenges. Taking the time to address these questions now will give you peace of mind—and set you up for success in the new year. If you’re unsure where to start, don’t hesitate to ask for help. Back to News "

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Non-profit organizations encounter a unique set of legal issues that often differ from those of for-profit businesses. From compliance with tax laws to questions around compensation and governance, non-profits face complex challenges that can impact their operations and longevity. Here, we’ll discuss some of the most common legal questions non-profits ask to help these organizations stay informed and compliant. 1. What are the basic legal requirements for starting a non-profit? Starting a non-profit involves several foundational steps to ensure legal compliance: • Select a Structure: Most non-profits choose to incorporate to benefit from liability protection and organizational structure. • File Articles of Incorporation: This legal document, filed with the state, includes the organization’s name, purpose, and details of its initial directors. • Obtain 501(c)(3) Status: Many non-profits apply for tax-exempt status with the IRS. This process includes submitting Form 1023 or Form 1023-EZ, allowing donors to receive tax deductions and exempting the organization from federal income tax. Additionally, non-profits should be aware of state-specific requirements that may apply to operations and fundraising activities. 2. What are the tax benefits of becoming a 501(c)(3) organization? Obtaining 501(c)(3) status offers several financial and operational benefits: • Federal Tax Exemption: Non-profits with this status are exempt from federal income taxes on activities related to their mission. • State Tax Exemptions: Many states offer additional tax exemptions, such as sales or property tax relief. • Charitable Deduction for Donors: Contributions to 501(c)(3) organizations are tax-deductible, which can encourage donations and improve fundraising. However, to maintain this status, non-profits must adhere to IRS regulations, including limits on political activities and annual reporting obligations. 3. Can a non-profit pay its directors? Yes, non-profits can pay their directors, but there are specific guidelines to follow to ensure compliance with tax-exempt regulations: • Reasonable Compensation Only: Compensation must align with industry standards and the director’s responsibilities. Excessive payment or “private inurement” (where funds disproportionately benefit private individuals) could risk the non-profit’s tax-exempt status. • Conflict-of-Interest Policies: Directors involved in compensation decisions should recuse themselves from voting on their own pay to avoid conflicts of interest. • Transparency: Compensation must be disclosed on the non-profit’s IRS Form 990, which is public. Additionally, state regulators may require similar disclosures to promote transparency and prevent abuses. Many non-profits choose not to pay their directors, relying instead on volunteer support, but for organizations that do, clear documentation and transparency are essential. 4. Are non-profits allowed to pay employees? Yes, non-profits can employ staff and offer salaries for work that supports the organization’s mission. The “non-profit” designation means only that profits cannot benefit private shareholders, not that the organization cannot pay for services. Compensation should be set based on industry standards to avoid issues with the IRS, which may question excessive salaries. Consulting salary benchmarks or a compensation committee helps ensure fair, defensible wages and avoid jeopardizing tax-exempt status. 5. What do non-profits need to do to maintain tax-exempt status? To retain their tax-exempt status, non-profits must comply with specific IRS and state requirements: • File Annual Reports: Non-profits are required to file Form 990, 990-EZ, or 990-N annually. This report includes financials and operational details. • Comply with State Laws: Non-profits may also need to submit state-specific filings or renew registrations for fundraising activities. • Avoid Conferring Private Benefits: The non-profit’s resources should not improperly benefit insiders, such as board members or staff, which could lead to IRS penalties or a loss of tax-exempt status. Failure to meet these obligations can result in fines or the revocation of tax-exempt status, making compliance critical. 6. Can a non-profit engage in political or lobbying activities? Non-profits are subject to limitations on political and lobbying activities: • Lobbying: Non-profits may engage in lobbying as long as it remains an “insubstantial” portion of their overall activities. Electing 501(h) status can help organizations stay within legal lobbying limits. • Political Campaigning: Non-profits cannot support or oppose political candidates. Violating this prohibition may lead to the loss of tax-exempt status. Organizations should establish policies to guide advocacy efforts and ensure compliance with IRS regulations on political activities. 7. What liability protections exist for board members? Board members and officers of non-profits typically have some level of liability protection: • State Volunteer Immunity Laws: Many states offer legal protections for volunteer board members if they act in good faith and in the organization’s best interests. • Directors and Officers (D&O) Insurance: This insurance policy can cover legal fees and damages if board members are personally sued in connection with their role. Non-profits should also adopt a conflict-of-interest policy and keep accurate records of board meetings to demonstrate responsible governance and further shield board members from liability. 8. Are non-profits allowed to engage in commercial activities? Non-profits can participate in commercial or revenue-generating activities, but with limitations: • Related vs. Unrelated Income: Income generated from activities directly related to the non-profit’s mission is generally tax-exempt. However, revenue from unrelated activities is taxable and subject to unrelated business income tax (UBIT). • Risk to Tax-Exempt Status: Non-profits that generate substantial income from unrelated activities may risk losing their tax-exempt status, as the IRS may see this as operating primarily for profit. To manage this risk, some non-profits set up separate for-profit subsidiaries for unrelated activities, allowing the non-profit to maintain its primary tax-exempt purpose. 9. Do non-profits need to register for fundraising? Yes, non-profits must comply with state-specific fundraising laws: • State Registration: Many states require non-profits to register before they solicit donations, even if online. • Annual Reporting Requirements: Non-profits often need to submit annual reports to state regulators detailing their fundraising and financial activities. Non-compliance can result in penalties or restrictions on fundraising activities. Organizations should stay informed about each state’s requirements, especially if they conduct multi-state or online fundraising. 10. What internal policies should a non-profit have in place? Non-profits should adopt several policies to manage governance and promote accountability: • Conflict-of-Interest Policy: Ensures that board members disclose any personal interests that could influence decision-making. • Whistleblower Policy: Protects individuals who report unethical behavior or legal violations. • Document Retention Policy: Outlines the length of time that records should be retained and can aid in compliance with federal or state laws. These policies not only ensure ethical governance but also align with best practices that donors and regulators look for in non-profit operations. 11. How can non-profits protect their intellectual property? Intellectual property (IP) protection is important for non-profits to safeguard brand identity and original works: • Trademarking Names and Logos: Registering trademarks with the U.S. Patent and Trademark Office (USPTO) helps prevent others from using the organization’s brand identity. • Copyrighting Original Materials: Publications, educational materials, and other works can be copyrighted to protect the organization’s content. • Using Licensing Agreements: If the non-profit allows others to use its content (e.g., curricula or educational materials), licensing agreements can clarify terms and safeguard the organization’s rights. Conclusion Navigating the legal landscape as a non-profit requires careful attention to rules and regulations designed to promote accountability, transparency, and ethical governance. By addressing these common legal questions, non-profits can ensure compliance and focus on their mission. Legal advice from a business law professional can further help non-profits mitigate risks and maintain their tax-exempt status. 

In the landscape of modern business, structuring a company effectively can be pivotal to its growth and protection. One structure that has gained considerable attention among entrepreneurs and business owners is the holding company. But what exactly is a holding company, and how can it benefit your business strategy? Let’s break down the essentials. Understanding a Holding Company A holding company, in simple terms, is a business entity created primarily to own other companies’ stock and assets rather than to produce goods or services itself. Unlike an operating company, which is actively involved in day-to-day business operations, a holding company’s primary role is to hold control over its subsidiaries. Its assets typically include stock, intellectual property, real estate, or other valuable assets owned by its subsidiary companies. The concept of a holding company often draws on the benefits of centralizing control while minimizing liability risks. Rather than risking all assets in one entity, assets and operations are separated, offering distinct advantages in managing and safeguarding business interests. Key Benefits of Holding Companies Holding companies provide a range of benefits, particularly when it comes to asset protection, tax efficiency, and centralization of control: • Asset Protection: One of the most compelling reasons to form a holding company is to protect valuable assets. By keeping assets in a holding company separate from operating entities, you reduce the risk that a lawsuit or financial trouble affecting one subsidiary will compromise all assets. • Tax Efficiency: Holding companies can sometimes help reduce the overall tax burden, allowing for tax advantages through dividend deductions, interest deductions, or tax deferral strategies. • Control and Management: A holding company can consolidate ownership, making it easier to manage a group of subsidiaries. This arrangement can provide greater control over subsidiary operations while allowing flexibility and agility for each subsidiary. • Streamlining Funding and Investments: Holding companies facilitate investments, allowing for smoother transactions when acquiring, financing, or selling parts of the business. This structure also makes it easier to manage risks and rewards across diverse ventures. When Should You Consider Forming a Holding Company? While holding companies offer many advantages, they are not ideal for every business. Here are some situations where a holding company may be especially beneficial: • Expansion into Multiple Business Areas: If you own or plan to acquire multiple businesses or assets that operate in various sectors, a holding company structure allows you to centralize management while minimizing liability between different ventures. • Real Estate Investments: A holding company is often used by real estate investors to separate each property’s liabilities, protecting each asset from potential lawsuits or financial setbacks linked to other properties. • Intellectual Property Protection: Businesses that heavily rely on intellectual property, such as patents or trademarks, often place these assets in a holding company. This approach shields valuable intellectual property from potential risks associated with operating companies. • Planning for Succession or Sale: A holding company can streamline business ownership transition, making it easier to sell, transfer, or divide interests in the business among multiple parties. • Tax and Liability Management: For companies in high-liability industries, such as construction or manufacturing, forming a holding company can be an effective way to separate and protect valuable assets, mitigating risks associated with direct ownership. Seek Professional Advice for Optimal Results While the benefits of a holding company can be significant, setting up and managing one can involve complex legal and tax considerations. A business lawyer can help you navigate regulatory requirements, assess potential tax implications, and determine the best strategy for your specific needs.

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Forming a business partnership often feels like a natural step toward s uccess. You share the responsibilities, risks, and rewards equally, and it may seem logical to split ownership 50/50. However, one of the most common pitfalls of a 50/50 partnership is the risk of a deadlock—a situation where partners cannot agree on a critical decision, leaving the business at a standstill. In this article, we’ll explore the key ways to prevent and resolve deadlocks in business partnerships, ensuring that your business can keep moving forward. Whether you're in the early stages of forming a partnership or looking for ways to fix existing issues, these solutions can help. Why Deadlocks Are Dangerous A deadlock occurs when two equal partners in a business can’t agree on a major decision, leading to a stalemate. This can be extremely damaging, especially when fast decisions are needed to keep the business running smoothly. Without a way to break the tie, a deadlock can cause: • Operational Delays: Key decisions about the business—whether about finances, strategy, or management—get delayed. • Deteriorating Relationships: Ongoing disagreements can damage the trust and communication between partners. • Financial Loss: A deadlock could mean missed opportunities, stalled projects, or even the dissolution of the business. • Dissolution: If proper planning wasn't done ahead of time, your only option may be to dissolve the company. So, how do you prevent or resolve a 50/50 deadlock before it threatens the business? Here are some of the best options. 1. Set Up a Tie-Breaking Mechanism in the Agreement When forming a partnership, it's critical to plan for disagreements ahead of time. This can be done by building a tie-breaking mechanism directly into your partnership or shareholder agreement. What You Should Ask Your Lawyer: What kind of tie-breaking mechanism fits your business best? Can you trust an external advisor to make key decisions? 2. Use a Buy-Sell Agreement A buy-sell agreement outlines the process if one partner wants to leave the business or sell their share due to a deadlock. This agreement can include a ""deadlock resolution clause"", which sets terms for what happens if partners reach an impasse. What You Should Ask Your Lawyer: How can a buy-sell agreement protect both parties if a deadlock occurs? Is a shotgun clause the right choice for your partnership? 3. Consider an Advisory Board or Committee An advisory board or a small committee of trusted business experts can be invaluable when resolving deadlocks. Rather than allowing the business to stall due to disagreements, the board can step in to provide guidance or even make final decisions in certain circumstances. What You Should Ask Your Lawyer: What responsibilities should you give an advisory board? Should they have final say on specific decisions? 4. Avoid a 50/50 Split in Ownership While a 50/50 split seems fair, it can create deadlocks easily. One way to prevent this is by adjusting the ownership structure slightly so one partner holds a majority, even if it’s just by a small margin (e.g., 51/49). What You Should Ask Your Lawyer: Would a 51/49 ownership split cause tension in your partnership? Is a supermajority vote a better way to avoid deadlocks? 5. Mediation or Arbitration Mediation and arbitration can help partners resolve disputes without going to court. These processes are less formal, faster, and usually less expensive than litigation. What You Should Ask Your Lawyer: Should mediation or arbitration be included in your partnership agreement? How do you choose the right mediator or arbitrator? 6. Divide Responsibilities Another strategy is to divide responsibilities based on expertise. For example, one partner might take full control of financial decisions, while the other manages operations. This reduces the need for joint decision-making and can help prevent deadlocks. What You Should Ask Your Lawyer: How should responsibilities be divided to avoid overlap? Can these divisions be clearly outlined in a legally binding agreement? 7. Escalation Process An escalation clause in your partnership agreement outlines a formal process to follow if partners cannot agree on a decision. This may include: • Internal Discussions: A rule requiring both parties to attempt to resolve disputes through formal discussions. • Mediation: If discussions fail, involve a mediator to help resolve the issue. • Sale or Buyout: If no agreement is reached, the escalation clause may trigger a sale, buyout, or other formal resolution process. What You Should Ask Your Lawyer: How should the escalation process be structured? Should there be a time limit on each stage to avoid long delays? Conclusion Deadlocks in business partnerships can cause significant disruptions, but the right planning and legal mechanisms can prevent or resolve them effectively. Whether it’s building a clear dispute resolution process, introducing a buy-sell agreement, or using a trusted advisory board, taking proactive steps ensures your business won’t be derailed by disagreements. Ready to protect your partnership from deadlocks? Contact our legal team today to discuss the best strategies for your specific business situation.

In the fast-paced world of business, legal issues can arise unexpectedly, and when they do, having access to a trusted lawyer can make all the difference. One of the best ways to ensure you have legal support when you need it is by keeping a lawyer on retainer. But what exactly does that mean, and how can it benefit your business? Understanding Lawyer Retainers A retainer is a payment arrangement between a lawyer and a client, where the client pays an upfront fee to secure the lawyer’s services for future legal needs. Essentially, the lawyer agrees to be ""on call"" for your business, ready to offer advice, draft documents, or handle legal issues as they arise. In return, the client guarantees a level of compensation for the lawyer’s availability and services. There are different types of retainers, depending on the needs of the client and the structure of the lawyer's services, and they often tie into the broader payment structure the lawyer uses. Let's explore the most common payment structures in business law. Payment Structures for Lawyers • Hourly Billing: The traditional and most common billing structure is hourly billing, where the lawyer charges a set rate for each hour of work they perform on your behalf. When a client has a lawyer on retainer with an hourly billing arrangement, the retainer fee is essentially a prepayment. As the lawyer works on various matters, the time spent is deducted from the retainer amount. Once the retainer is depleted, the client typically replenishes it or pays additional fees for continued services.Example: You retain a lawyer for $5,000, and the lawyer charges $500 per hour. As they work on your cases, their time is deducted from the $5,000 until it’s exhausted, at which point you can add more to the retainer. • Flat Fee: In a flat fee arrangement, a lawyer charges a set amount for a specific service or a bundle of services, regardless of how much time it takes. In this structure, a retainer might be used to pay for the flat fee in advance, ensuring the lawyer is available when needed to complete the defined service without unexpected additional costs.Example: Your lawyer might charge a flat fee of $2,000 to draft your business contracts or handle a trademark filing. This fee is agreed upon upfront and remains fixed, no matter how much time is required to complete the task. • Subscription Model: Some law firms offer subscription services, which provide ongoing legal support for a monthly or annual fee. This model works well for businesses that need regular legal guidance without the unpredictability of hourly billing. With a subscription, you pay a set amount for access to legal advice, document reviews, or even certain court filings. A retainer in this case may act as the initial payment to establish the subscription.Example: For $500 a month, your lawyer agrees to provide a certain number of hours of legal advice, document drafting, or consultations as needed. Benefits of Retaining a Lawyer Before Problems Arise One of the greatest advantages of retaining a lawyer is having proactive legal counsel. By engaging a lawyer before you’re faced with a legal issue, you gain: • Ongoing Legal Guidance With a lawyer on retainer, you don’t have to wait for an emergency to get advice. Your lawyer can help you navigate everyday legal questions, review contracts, advise on compliance matters, and help you avoid risks that could lead to litigation. • Faster Response Time When you retain a lawyer, you’re essentially at the front of the line for legal assistance. Since the lawyer is already familiar with your business, they can address issues quickly and efficiently. • Cost Savings Addressing legal problems early often reduces the overall cost. Without a retainer, you may find yourself scrambling to find legal help when an issue arises—often leading to more expensive, reactive solutions. Having a lawyer already on retainer helps control costs and avoid last-minute fees. • Peace of Mind Retaining a lawyer gives you confidence that your legal matters are in good hands. Knowing that you have a trusted advisor who understands your business and can step in at a moment's notice allows you to focus on growth rather than worry about potential legal pitfalls. Conclusion Having a lawyer on retainer ensures that your business has continuous access to legal expertise. Whether you’re paying hourly, opting for a flat fee, or subscribing to ongoing services, a retainer establishes a relationship where your lawyer is ready to help whenever you need them. Investing in legal guidance before problems arise not only saves time and money but also helps your business thrive in a complex legal landscape.

On August 20, 2024, a Federal Court in Texas struck down the FTC's nationwide ban on non-compete agreements that was set to take effect on September 4. The Court's ruling applies to all employers across the country. While it is possible that the FTC may appeal the ruling, it faces significant challenges in doing so, leaving the future of the ban in question. What Should Employers Do Now? • Employers who have existing non-compete agreements no longer need to scramble to amend their contracts or notify employees of the change. • However, New York was already considering a state-wide ban of non-compete agreements and may revisit the issue now that the federal ban has been struck down. • Employers should therefore be very careful when using non-compete agreements to make sure they are very narrowly tailored to follow existing New York requirements. • Alternative strategies, such as non-solicitation, confidentiality and ""work for hire"" clauses can still help employers protect their interests without the need to worry about a new ban to non-compete clauses. Please feel free to contact me with any questions you have.

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 Non-compete agreements will be banned nationwide starting September 4, 2024 unless there is a successful legal challenge to the recent FTC rule before then. There are steps employers must take before the rule goes into effect, and several recommended options they may wish to consider. The rule will ban almost all non-compete agreements across the country, including causing existing non-compete clauses to be void, with exceptions only made for certain company executives who reach set salary thresholds. This creates two key issues that will impact almost all employers: • Employers who have existing non-compete agreements will need to analyze if those agreements will be impacted by the rule and, if so, provide notice to these employees that the non-compete will no longer be valid; and • Employers will need to evaluate alternative options to protect their business interests. Steps You Can Take Now • Evaluation: Evaluate any existing non-compete agreements you have to determine if they will be affected by the rule on September 4, 2024. • Notice: For any agreement that will be affected, prepare written notice to the employees informing them that the non-compete agreement will no longer be effective on September 4, 2024. • Commence Legal Action: If you are aware of any employees who violated an existing non-compete, you should consider bringing a legal action before the new rule goes into effect. • Negotiate: Negotiate with any employees who would qualify as ""executives"" exempt from the FTC rule to add or update non-compete agreements before the rule goes into effect. • Alternatives: Discuss alternative ways to protect your legal interests. Some options may include: • Non-Solicitation: This prevents employees from targeting your other employees or your clients if they leave. • Confidentiality: This limits the employee's ability to use confidential information of the business. • ""Work for Hire"" Language: You can make sure that any work product created by your employees as part of their job belong to your company and not to the employee. It is important to understand your options and obligations before the FTC Rule begins. This is a complex area of law so feel free to contact us with any questions or concerns you may have. An experienced business attorney can help give you peace of mind.

In recent years, the rise of ADA (Americans with Disabilities Act) troll lawsuits has become a significant concern for businesses. These lawsuits are often used by opportunistic individuals or entities to exploit the ADA for financial gain, threatening lawsuits against businesses for alleged non-compliance with accessibility standards. As a business lawyer, I aim to shed light on this issue, provide guidance on how to protect your business, and explain how legal assistance can help if you find yourself facing an ADA lawsuit or threat. What Are ADA Troll Lawsuits? ADA troll websites are often started by individuals or organizations that systematically search for websites and physical locations that are not fully compliant with ADA accessibility standards. They then send demand letters or file lawsuits against businesses, seeking settlements or damages. While the ADA's goal is to ensure accessibility for people with disabilities, these trolls exploit the law for monetary gain rather than advocating for genuine accessibility improvements. Protecting Your Business from ADA Trolls • Proactive Compliance: • Website Accessibility: Ensure your website meets the Web Content Accessibility Guidelines (WCAG) 2.1 standards. This includes making sure your site is navigable via keyboard, providing text alternatives for non-text content, and ensuring sufficient color contrast. • Physical Location: Regularly audit your physical premises to comply with ADA standards, such as providing accessible parking, entrances, restrooms, and customer service areas. • Regular Audits and Updates: • Conduct regular accessibility audits for both your website and physical location. Use tools and consultants specialized in ADA compliance to identify and fix potential issues. • Stay updated with the latest ADA guidelines and ensure your business adapts to any changes in the law. • Employee Training: • Train your employees on ADA requirements and the importance of accessibility. Empower them to assist customers with disabilities effectively. • Documentation: • Maintain thorough documentation of your compliance efforts. This includes audit reports, records of updates made to your website or premises, and training logs for your employees. Legal Recourse: How a Lawyer Can Help If your business is sued or threatened with a lawsuit by an ADA troll, seeking legal assistance is crucial. Here's how a lawyer can help: • Evaluate the Claim: • An experienced business lawyer can assess the validity of the claim against your business. They will determine whether the alleged violations have merit and if the lawsuit is being used as an exploitative tactic. • Responding to Demand Letters: • If you receive a demand letter, a lawyer can help draft a response that addresses the allegations while protecting your business interests. They can negotiate on your behalf to reach a resolution that avoids costly litigation. • Defending Against Lawsuits: • Should a lawsuit be filed, your lawyer will develop a robust defense strategy. This may involve challenging the plaintiff’s standing to sue, proving your compliance with ADA standards, or highlighting any frivolous or malicious intent behind the lawsuit. • Settlement Negotiations: • In cases where settling is the best option, your lawyer can negotiate a fair settlement that minimizes financial impact and includes terms to prevent future litigation from the same plaintiff. • Preventive Legal Advice: • Beyond immediate defense, a business lawyer can provide ongoing legal advice to help you maintain ADA compliance and reduce the risk of future lawsuits. This includes advising on best practices, conducting regular compliance reviews, and keeping your business informed about legal developments. Conclusion ADA troll websites pose a unique threat to businesses, exploiting well-intentioned laws for profit. By proactively ensuring compliance, conducting regular audits, training employees, and maintaining thorough documentation, you can protect your business from such threats. However, if you do find yourself facing a lawsuit or demand letter from an ADA troll, seeking legal assistance is crucial. A knowledgeable business lawyer can help you navigate the complexities of ADA compliance, defend against exploitative claims, and secure the best possible outcome for your business.

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" Are you considering buying a business? Congratulations on taking this exciting step ! However, buying a business requires careful planning, strategic decision-making, and thorough investigation. In this post, we will guide you through the essential steps involved in the business acquisition process, with a particular focus on the critical role of due diligence. Step 1: Perform Preliminary Assessment The preliminary assessment involves evaluating the initial information available about the target business. Review financial statements, market data, customer reviews, and any other relevant documentation. This step will help you narrow down your list and identify the most promising candidates for further consideration. Step 2: Conduct Comprehensive Due Diligence Due diligence is the cornerstone of any successful business acquisition. It involves a systematic and thorough investigation of the target business's financial, legal, operational, and commercial aspects. This process helps identify potential risks, opportunities, and hidden liabilities. Key areas to focus on during due diligence include: a) Financial Analysis: Review financial statements, tax records, and cash flow projections to assess the target business's financial health and profitability. b) Legal Compliance: Scrutinize contracts, licenses, permits, and any pending litigation to identify legal risks and ensure compliance with laws and regulations. c) Operational Assessment: Evaluate the target business's operations, including supply chains, inventory management, technology systems, and key personnel, to understand its efficiency and scalability. d) Customer and Market Analysis: Analyze customer demographics, market trends, competitive landscape, and growth potential to determine the target business's market position and future prospects. e) Intellectual Property and Assets: Assess the target business's intellectual property rights, patents, trademarks, copyrights, and tangible assets to ensure their protection and value. Step 3: Structure the Deal and Negotiate Terms Once you have completed due diligence and gained a comprehensive understanding of the target business, it's time to structure the deal and negotiate the terms of the purchase. It is important to seek professional advice from a business lawyer to ensure that the transaction is structured in a way that maximizes your interests and minimizes risks. Step 4: Close on the Purchase After finalizing the deal terms, it's time to close. This involves drafting and signing the necessary legal documents, transferring ownership, and fulfilling any outstanding conditions. Thoroughly review the legal agreements with your lawyer to protect your rights and ensure a smooth transition. Conclusion: Navigating the process of buying a business can be complex, but by following these essential steps and placing due diligence at the forefront, you can make informed decisions and increase your chances of a successful purchase. Remember, seeking guidance from a knowledgeable business lawyer throughout the process is invaluable in safeguarding your interests. Embrace this exciting journey with confidence as you embark on the next chapter of your entrepreneurial adventure. Please note that this post is a general guide and not intended as legal advice. For specific legal matters related to your business acquisition, it is advisable to consult with a qualified business lawyer. 

New York recently enacted a number of new laws that affect employers operating in New York. Employers should be aware of new obligations they now face. Below is a brief summary of some of the new requirements: Minimum Wage: Rates increased to $16/hour in NYC, Westchester, Nassau and Suffolk and $15/hour elsewhere, with annual 50 cent increases thereafter through 2027. Overtime Exemptions: Minimum salary thresholds for administrative and executive exemptions were raised on January 1, 2024 and will continue to increase annually through 2026, following Department of Labor guidance. Freelance Protections: As of May 20, 2024, freelancers contracting for over $800 within 120 days are ensured written contracts, payment terms, retaliation protections and a private right of action for noncompliance. Human Rights Act: The statute of limitations for unlawful discriminatory claims was extended from 1 to 3 years effective February 15, 2024, aligning with NYC standards. Social Media Privacy: As of March 12, 2024, employers cannot demand access to personal online accounts of employees or prospective employees. Pay Transparency: Regulations on posting minimum and maximum pay ranges for most job opportunities took effect September 17, 2023. Businesses with four or more employees must list compensation ranges for job postings, promotions or transfers. Non-Compete Ban: Earlier this year, the FTC announced a rule that would ban non-compete agreements nationwide. The rule has not yet gone into effect and it may still be challenged, but employers should be aware of the possible implications. Employers should review policies and monitor developments closely to ensure ongoing compliance. With new bills anticipated, the legal landscape in New York continues to rapidly evolve.