Contracts
Parking Agreement
California
Can I terminate a parking agreement if the landlord has breached the terms?
I entered into a parking agreement with my landlord, which stated that I would have exclusive access to a designated parking spot for a monthly fee. However, the landlord has repeatedly allowed other tenants to use my spot, making it unavailable to me on several occasions. I have brought this issue to the landlord's attention multiple times, but they have failed to rectify the situation. Can I terminate the parking agreement due to the landlord's breach of the terms?
Answers from 1 Lawyer
Answer
Contracts
California
Abbi N.
ContractsCounsel verified
What does the parking agreement say? Is there an option to terminate the agreement for breach?
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Contracts
Development Agreement
California
Are these clauses safe to sign into in an NDA?
A company approached me to help them develop a prototype of a software application, so they can secure a round of funding. To this end, they gave me an NDA to sign, after which they would divulge their design artifacts for my review. Good so far. But the NDA has these terms which I am concerned about: Intellectual property: At any point during and/or as a direct result of the signing of this Agreement when you create something for the purpose of fulfilling work for (co), said creation is considered work-made-for-hire and is owned by (co). This includes copyrightable material, trademarks, patents (a whole list), whether developed by you alone of in collaboration with anyone else (I am alone). The company owns everything. I got it. Now coming to another point: Indemnification Provision: if (co) of a (co) partner gets sued as a result of your work, you agree to step in and pay for all relevant costs, unless (co) has expressly instructed you in writing that you carry out the task for which (co) or its partner was sued While I would never knowingly carry out something illegal or attract lawsuit, as an individual I have limited knowledge. And besides, I feel this will leave me personally open to legal liability for indefinite period of time, even if someone else takes my code in continues development on it later Are my concerns legit? How should this be altered (if it should) so it is fair to me (if this is unfair)?
Cameron S.
These are not appropriate provisions for an NDA. An NDA should only cover the disclosure of confidential information - not development and assignment of intellectual property. You should not be transfering ownership of IP (or anything you develop) under an NDA. It should also not include an indemnification provision. Both of these clauses are appropriate for a development agreement or a professional services agreement. Putting this aside, if this were a development/professional services agreement, then you probably would want to protect any background technology or pre-existing works that you already own prior to the agreement (and would license the (co) rights to this background technology if necessary). And, you should not be indemnifying unless you intentionally used third party materials or knowingly stole another party's work to complete the development for (co). This is because it is not feasible for you to know what trademarks or patents are out in the world. If what you develop infringes, that should not be your responsibility/risk. You probably aren't getting paid enough to take on that risk. Copyright requires knowing that you stole copyrightable material, so the knowledge qualifier described above means that the (co) is protected under the indemnification for copyright infringement issues caused by you.
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Software Agreement
California
Can a SaaS company terminate and agreement with a client?
We are a SaaS company that wants to get out of a relationship with a client. What are our options?
Christopher M.
Typically your options are going to be controlled by the SAAS Agreement or other contracts between you and the client. There should be a section in there called “Termination” or something similar. Really, it would require a review of the contract to give more specific advice on this one.
Read 2 attorney answers>Contracts
Purchase Order
California
Contract versus PO?
I'm working with a client who refuses to sign our contract document while mentioning that the PO would suffice for that purpose. I already signed the contract and sent it back to the client that I'm working with, but they didn't sign it so far and refuse to sign it. But according to them, they will send PO. Is the PO legally binding to them to make the payment? Would the PO really suffice against the contract that I signed?
Christopher M.
Annoying as this answer it, it really does depend. Some purchase orders (especially in the government contracting world) automatically become contracts once they are accepted and signed. If this is the other sides normal mode of operating it is not unheard of for them to be reluctant to accept a different contract in case it creates different or conflicting terms. At the end of the day there is nothing inherent in a PO that would mean it cannot serve as a binding contractual document, it just depends on the language in the PO.
Read 1 attorney answer>Contracts
Employee Separation Agreement
California
Pros & cons of employee separation agreements?
I am a small business owner and I am considering offering an Employee Separation Agreement to an employee who is leaving the company. I want to understand the pros and cons of this type of agreement so that I can make the best decision for my business.
Gagandeep K.
There are several reasons for using an employee separation agreement - it can be used to protect confidential information and IP, obtain general liability waiver for certain legal claims (e.g., wrongful termination), offer an employee certain benefits and severance pay, and include additional provisions (e.g., non-disparagement clause so the employee cannot spread negative information about the company, return of company equipment, etc.). Just as an employer is not legally required to offer a severance agreement, an employee is not required by law to sign a severance agreement. However, an employee may be more likely to sign a reasonable, balanced severance agreement. You can read more about severance agreements here: https://www.contractscounsel.com/t/g/us/severance-agreement/11#toc--circumstances-for-offering-severance-
Read 1 attorney answer>Contracts
Severance Agreement
California
Can a severance agreement be digital?
I recently accepted a voluntary severance package from my employer and have been asked to sign a severance agreement. I am curious if this agreement can be signed digitally, as I am not currently in the same city as my employer. I am looking for advice on the legalities of digital agreements and any potential risks associated with signing a severance agreement digitally.
Christina M.
In 1999 the California Legislature enacted the Uniform Electronic Transactions Act (the “UETA”), Civ. Code, §§ 1633.1 et seq., which provides that when a law requires a record to be in writing or requires a signature, an electronic record or signature satisfies the law. The law requires that any contract entered into between two parties may not be denied legal enforceability simply because of the use of an electronic signature. This has also be upheld in the employment law setting in some case law.
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