Legal Questions and Answers

It primarily depends on what your operating agreement says regarding consent for making changes. That will control the process. If it is just changes to the operating agreement, it does not need to be reported to the Secretary of State. Changes to the Articles of Organization would need to be reported, however.

Hello and thank you for the opportunity to respond to this question. An Accounting Services Agreement should clearly define the relationship, scope, and expectations between a client and an accountant or accounting firm. Here are some key clauses to include: 1. Parties and Effective Date - Full legal names of the client and accounting firm. - Effective date of the agreement. 2. Scope of Services - Detailed list of services (e.g., bookkeeping, tax preparation, payroll processing, financial statements). - Frequency or deadlines for services. - Any excluded services (clarify what is not included). 3. Term and Termination - Duration of the agreement (fixed term or ongoing). - Termination rights (e.g., at-will, for cause, with notice). - Obligations upon termination (e.g., return of documents, final payment). 4. Fees and Payment Terms - Billing rates (hourly, flat-fee, retainer, etc.). - Payment due dates and methods. - Late payment penalties or interest. - Reimbursement for expenses, if applicable. 5. Client Responsibilities - Obligation to provide timely, accurate, and complete information. - Client cooperation with deadlines and document requests. 6. Confidentiality - Duty of confidentiality regarding client information. - Permitted disclosures (e.g., legal requirement, client consent). 7. Independent Contractor Status - Clarify that the accountant is not an employee. - No authority to bind the client without consent. 8. Limitation of Liability - Cap on damages (e.g., fees paid). - Exclusion of consequential or indirect damages. 9. Indemnification - Whether the client will indemnify the accountant for losses resulting from client-provided false information or misuse of advice. 10. Record Retention and Access - How long the accountant will retain records. - Terms under which the client can access or request documents. 11. Dispute Resolution - Governing law and jurisdiction. - Mediation or arbitration requirement. - Attorney’s fees in the event of a dispute. 12. Intellectual Property - Ownership of work product (e.g., spreadsheets, templates). - Licensing of proprietary tools, if used. 13. Non-Solicitation (Optional) - Restrictions on the client hiring the accountant’s employees during or after the engagement. 14. Force Majeure - Excuses performance delays due to uncontrollable events (e.g., natural disasters, pandemics). 15. Entire Agreement and Amendments - States that this is the complete agreement. - Requires amendments to be in writing and signed. This response is for general informational purposes only and does not constitute legal advice or create an attorney-client relationship. For advice specific to your situation, please consult a qualified attorney in your jurisdiction.

It is usually possible to get out of a contract for employment (or work as an independent contractor) for these types of reasons (slavery was banned in the US some 150 years ago - no one can force you to work). I suggest that you talk with the broker and ask to get out of your contract. Let him or her know that you can provide a general letter from a health care provider to back up your request based on a health reason making you unable to work and/or fulfill your contract (the letter need not give specifics or otherwise violate your privacy). This could be a bit "trickier" if the broker has invested in you, eg, paid for training, licenses, etc - if that's the case, be prepared for this, and have a counter-offer ready, at least in your head. You will need to use all your negotiation skills - if your health issues may limit your ability to be at your best in such negotiations, you may want to bring in someone to negotiate on your behalf - this does not need to be an attorney. I hope that that helps. Please be aware that I've responded solely for educational purposes, and no attorney/client relationship has been formed between us.

While having a criminal conviction may negatively impact your eligibility for a license, it depends on the specifics of your case. Licensing boards typically evaluate the nature of the offense, how much time has passed since the conviction, and whether the offense is substantially related to the duties of the profession. A non-violent offense from several years ago may not be a barrier to licensure, especially if there is evidence of rehabilitation, there is no subsequent criminal history, and the crime is not substantially related to the purpose of the license. Many jurisdictions have adopted laws or policies aimed at reducing the impact of old or unrelated convictions on occupational licensing decisions. Boards often conduct individualized assessments and may consider factors such as your conduct since the offense, completion of sentencing terms, letters of recommendation, and your overall fitness to practice in the profession. A North Carolina-licensed attorney may be best suited to answer the specifics with regards to your license in North Carolina. If you are concerned about how your record might affect your application, it may be wise to review your criminal history, gather supporting documentation showing rehabilitation, and consult an attorney familiar with occupational licensing in your state. In some cases, I recommend pursuing an expungement or record sealing may also improve your chances in the future.

Please post this as a project attorneys can bid on. It would be hard to give you a generalized answer without knowing the details and trying to piecemeal it can do more harm than good. But I would definitely think about what is being sold/when/ how. How is the payments made? What IP is included, when does ownership transfers, is there financing, are there any licenses required, any documents that need to be executed, any inspections, due diligence etc

Agreements often have clauses that survive termination. It would be hard to advise you without seeing the contract. How broad/reasonable the clause is, is there a liquidated damages clause, are they asking for equitable relief, etc. And of course, all these likely involve litigation. And also what is information is confidential as it relates to your new business

Please post a project we can all bid on. Plenty of us will be excited to help you.

It is highly recommended, but it is not necessary (ie required by law) to have a written agreement in most circumstances. But, as in with any handshake agreement- it will hard to figure out if there's a misunderstanding or something goes wrong. You end up in court, having people give testimony about what was and what wasn't the deal, and you're asking the judge/jury to go through your emails to try to get an understanding. Not to mention, an agreement can force things like mediation and arbitration to makes things easy. Also, without a writing you can both be wrong about your understanding of what the deal was, nobody being at blame. Litigating is never simple or easy or fast. Unless it's in small claims. Making it easy on yourself or your future lawyer can help you avoid a lot of future headache.

What does the agreement say? You should follow the procedures in the contract. Parties can agree to pretty much anything because they have the freedom to contract. The court may choose not to enforce certain provisions of the contract based on how unfair it is but that's in litigation. If you were owed money under a contract, you should speak to an attorney about a breach of contract action. Alternatively if there wasn't a valid contract at the time- quantum meruit and or unjust enrichment. Having or not having a contract doesn't preclude you for being compensated for your services.

You can put pretty much any kid of restriction in your agreement and decide what you want and not want transferred. It's your artistic work, it does not matter what the picture is of (I guess maybe it's difficult to prove the photo is yours?). However, in a breach of contract situation, you need to show your damages. I would consider some liquidated damages provision that they would pay you a set amount if it used for any other purpose.

Hi- the business plan is being developed for whom? For your own planning to execute the first phases of your business? For financing? IF you want to have a legally binding agreement, there are specific rules- particularly around who are the specific parties to the agreement and what the specific performance is required for each side to complete. Often a business plan is just that- a plan for a business. Market research, competitive analysis, product/ service differentiation, etc. It will likely have forecasts based on market intelligence and industry- but it is not directed at one or even a few other people. IF after the plan is completed, you enter into a partnership agreement with specific items that each party agrees to do, that is a different document. Business plans are typically flexible and able to adapt to changing market conditions. Contracts are "you do A, I will do B" so that we know exactly what a "breach" is. Even if contracts are modified or amended- there are clear terms that outline who does what. So, depending on the style and purpose of your plan, it may not legally bind specific people to do specific things. And that would be the key difference in a plan vs a legally binding agreement.

Thank you for opportunity to respond to this very important question. Here is a list of legal considerations anytime an employee needs to be terminated. Please advise if you would like more information regarding any one or more of these items: Legal Requirements: At-Will Employment: In most states, including Ohio, employees can be fired at any time for any legal reason or no reason, unless there’s a contract stating otherwise. Unlawful Termination: Employers cannot fire someone based on race, sex, religion, national origin, disability, age (40+), or other protected characteristics. Retaliation: It’s illegal to fire an employee for reporting discrimination, harassment, wage violations, or whistleblowing. Notice and Final Pay: Some states require advance notice or payment of final wages within a set time. In Ohio, final paychecks are required to be paid by the next regular payday. Also, the federal WARN Act regulates notification requirements for mass layoffs by employers with 100+ employees. Potential Consequences: Wrongful Termination Lawsuits: Fired employees may sue if they believe the termination was discriminatory, retaliatory, or violated a contract. Unemployment Claims: The employee may be eligible for unemployment benefits, and your company’s rates may increase. Reputational Harm: Poorly handled terminations can damage morale and your business’s reputation. Clearly documenting the termination and the factors leading to it will help reduce risk. Also, a legal review is recommended. This response is for general informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by this communication. You should consult a qualified attorney licensed in your jurisdiction for advice regarding your specific situation.

I'm sorry to hear about this proposed change. Whether or not your employer can make such changes unilaterally depends almost entirely on how your contract is written. For example, if your contract clearly states that you are an "at will" employee, your employer can not only make whatever changes it wants, but can also discipline you or terminate you with no reason at all and only a one second advance notice. If it's not an "at will" contract, there may be a paragraph or two that addresses amendments to the agreement - eg, some such contracts may say that an employer can make changes with two weeks advance written notice; another may say that changes will be negotiated in advance between employer and employee. You may want to have an employment attorney, such as myself, review your contract as well as any recent correspondence you may have received from your employer. You may also want to try to very quietly try to find out whether or not other employees are possibly in the same boat as you - it's possible that the employer is cutting back on some benefits to save money, rather than laying off or terminating some or all of their employees. Good luck to you - and if you'd like to reach out to me, you can find me through ContractsCounsel.com or on WSBA.org Please be aware that the above information is provided for educational purposes only, and no attorney/client relationship has been formed Merry A. Kogut WSBA #16153

As much as I hate to use the common phrase, "it depends" the best answer to your question is, "it depends." If you are including their proprietary methods or proprietary approaches in your own proposal, that are not merely industry standard (ex: specific financial modeling built for a type of project developed by your competitor) it could be a problem. If you are merely following the same template in your proposal that is industry standard, developed your own bidding template, or otherwise are using your own work and are not relying on your competitor's work for your proposal, you are probably just fine. There are statutes and rules in California surrounding unfair business practices and specific actions to prevent practices such as "theft of trade secrets." If your competitor is just upset or concerned because you are in the same industry and submitting proposals to requests from clients, as long as you are completely above board, you should be fine. There is danger if you are submitting unsolicited proposals to their clients with the intent to poach or interfere with their existing relationships. That kind of business practice could be actionable. Again, without knowing any specifics, this is general business education for bidding and proposals in California, not legal advice. If you're doing business ethically and they just don't like competition, well- that may just be a "them" problem.

As the Trustee, you have a fiduciary responsibility to manage and protect trust assets, so it is good on you that you are wanting to take action. However, what you are able to do largely depends on the type of trust (revocable or irrevocable) and the explicit terms of the trust. Generally, a revocable trust may be modified by the settlor at any time. So, if you are the trustee and also the settlor, you have the inherent authority to make modifications to the beneficiaries. If it is an irrevocable trust, it may be modified with the consent of all parties (beneficiaries including the beneficiary that you want removed) or by order of the Court.

It's not necessary but it can be a really good idea. You'll want to address things like the equity split, vesting schedule, each cofounder's contributions (cash, IP, time, etc.), how much time each cofounder will be expected to spend (and if someone is starting out part-time, when they are expected to go full-time), and you may want to address consequences for failing to meet the required contributions and time - for example, company can claw back shares at original price and expel the cofounder.

You've identified several of the key items to include - project scope, responsibilities, timelines, confidentiality, and dispute resolution. You also want to outline how ownership of the project will be split, and how profits/revenues will be split. Will you be forming an LLC to carry out the project? What will each party be contributing to the project - money? equipment? expertise? facilities? The MOU will be a solid working outline for then preparing a definitive, binding agreement - this could be a partnership agreement, a joint venture agreement, an LLC operating agreement, or something of that nature.

A sole proprietorship is one of the simplest forms of business organization. However if you are seeking limited liability protection the best would be a limited liability company. You still receive flow through tax treatment but your personal assets would be protected, as long as business and personal assets are kept separate.

It sounds like you are being granted a license to use the photographs, rather than own them. An experienced intellectual property attorney will be able to tell you more.

Short answer: probably not. It is best to consult with an experienced trademark attorney regarding this and the USPTO process for trademark usage.