Legal Questions and Answers

Hello! Thank you for sharing, and I'm sorry to hear about the flood. This sounds like a fairly straightforward negligence claim, and one that I would be happy to represent you in. I charge an up-front retainer that I bill against as we move through the process, starting with a demand letter and moving toward litigation and/or settlement as needed. I'd be happy to set up a free consultation with you to discuss further, including estimated costs and what the process looks like. I hope to hear from you soon and look forward to talking with you more!

When a policy owner takes out a loan against a life insurance policy’s cash value, that loan is secured entirely by the policy itself. It’s not a personal liability of the policy owner, and it doesn’t become a debt of the estate. The insurer tracks the outstanding balance and deducts it from the policy’s value. In your situation, your mother was the owner of a policy insuring your sister’s life. She borrowed against its cash value years ago. Because she wasn’t legally required to repay the loan during her lifetime, the obligation doesn’t shift to her estate. As executor, you don’t treat that loan as a claim against estate assets. The only impact is on the policy itself: the loan plus interest reduces the cash value if surrendered, or the death benefit if your sister eventually dies while the policy is still in force. What Happens After the Owner Dies Since your mother has passed and the insured (your sister) is still alive, the policy itself becomes part of the estate unless a contingent owner was named. That means you may have temporary control as executor. At this point you have several options: 1. Maintain the policy by continuing premiums if required. The loan remains in place and will keep accruing interest, which reduces the policy’s value. 2. Transfer ownership to your sister or another beneficiary under the will or intestacy laws. The new owner takes the policy subject to the outstanding loan. 3. Surrender the policy for its remaining net cash value, which will already reflect a reduction for the loan balance. 4. Allow the policy to lapse by discontinuing premium payments, though that wastes any remaining value. The right choice depends on the estate’s circumstances, your sister’s wishes, and whether preserving coverage has practical value. Executor’s Responsibilities Your duty as executor is to collect estate assets, pay valid debts and expenses, and distribute the remainder under the will or state law. Since policy loans are not debts of the estate, you don’t repay them out of general funds. The insurance company enforces repayment internally by adjusting the policy value. The only estate-level question is whether to hold, transfer, or surrender the policy itself. Review the Policy Contract You should review the actual policy contract to confirm ownership and rights after your mother’s death, as terms can vary. If the estate inherited the policy, the insurer will require documentation before you can act. For guidance on transferring ownership and managing the policy, it’s best to consult an estate attorney in your jurisdiction. Contracts Counsel can connect you with experienced estate attorneys who can assist with this process.

When you’re preparing work for a client, the key issue isn’t whether you’ve run a formal copyright search, but whether you have the legal right to use the image. Copyright law automatically protects most images, so relying on the absence of a watermark or a registration record isn’t enough to keep you safe. Copyright Protection and Ownership Under U.S. law, copyright attaches the moment an original work is created and fixed in a tangible form (17 U.S.C. § 102). That means virtually every photo, illustration, or graphic you find online is already protected. Registration with the U.S. Copyright Office strengthens enforcement rights, but it isn’t required for protection. Likewise, the lack of a © symbol doesn’t mean an image is free to use. Because there’s no central database covering all copyrighted images, a formal copyright search isn’t practical or reliable in most cases. Even if you searched the Copyright Office’s records, you’d only be looking at registered works, which are a small fraction of what’s actually protected. Risks of Using Unlicensed Images If you incorporate an image without permission into a commercial project, you and your client could face serious consequences. Infringement can lead to cease-and-desist orders, statutory damages of $750 to $30,000 per work (and up to $150,000 for willful infringement) under 17 U.S.C. § 504(c), and potential liability for the copyright holder’s attorney’s fees. Courts generally view commercial use as disfavoring any “fair use” defense. Even if you didn’t intend to infringe, liability can still be imposed. Best Practices for Designers The best practice is to focus on obtaining images from sources where the licensing terms are clear and legally sound. For example: • Use reputable stock photo agencies such as Adobe Stock, Shutterstock, or Getty, where commercial licenses are explicit. • Choose Creative Commons images that allow commercial use (e.g., CC BY or CC0), but review license terms carefully. • Confirm public domain status when applicable, such as U.S. federal government works. • Contact creators directly for written permission if you want to use their work. • Keep copies of receipts, license agreements, or permission letters so you can show proof of rights if challenged. Reverse image search tools like Google Images or TinEye can be useful to trace the origin of an image and identify whether it’s sold or licensed by a third party. However, this is a step in due diligence, not a substitute for obtaining rights. Professional Responsibility As a freelance designer, your contracts may hold you responsible for ensuring that the materials you deliver don’t infringe anyone else’s rights. Delivering work that exposes your client to infringement claims can damage your reputation and your client relationship. The safest practice is to assume that any image you didn’t create yourself is protected until you confirm otherwise and secure the proper license.

A power of attorney (POA) is only effective while the person who created it (the “principal”) is alive. Once the principal dies, the POA automatically ends. That means you cannot use your husband’s POA now that he has passed, and any authority you may have had under a POA he gave you is no longer valid. The law is uniform on this point across all U.S. states. After death, the legal authority to handle someone’s affairs shifts to the executor named in their will or, if no will exists, to an administrator appointed by the probate court. As the surviving spouse, you typically have priority to be appointed as administrator if your husband left no will. This is the process by which debts, taxes, and distributions of property are handled. Why You Should Still Consider a Power of Attorney Although you don’t need a POA for your husband, you may want to create one for yourself while you’re mentally capable. This is an important part of estate planning and ensures that if you ever become incapacitated, someone you trust can step in seamlessly. There are two key types of POA most people establish: 1. Durable Financial Power of Attorney: Authorizes your agent (sometimes called attorney-in-fact) to manage financial matters—paying bills, handling banking, managing property—if you can’t. It’s “durable” because it remains valid even if you lose capacity. 2. Healthcare Power of Attorney (or Healthcare Proxy): Authorizes your agent to make medical decisions if you’re unable to speak for yourself. Most people also prepare a living will/advance directive alongside a healthcare POA. This document sets out your specific wishes for end-of-life treatment so your agent isn’t left guessing. Choosing the Right Agent The choice of agent is vital. This person will hold significant authority, and you should only appoint someone you trust completely. Common choices include an adult child, a close family member, or a trusted friend. In more complex cases, some people name a professional fiduciary or financial institution. When deciding, weigh these factors: • Trustworthiness and integrity: They’ll be in a position to make decisions that directly affect your finances or health. • Financial responsibility: Especially relevant if they’ll be handling your money. • Willingness and availability: Make sure the person accepts the responsibility in advance. • Location: It’s not a strict requirement, but someone nearby can often act more quickly when urgent matters arise. It’s also wise to name a successor agent in case your first choice is unable or unwilling to serve. Immediate Steps After Losing a Spouse Separate from your own planning, you’ll likely need to address your husband’s estate. If he had a will, the executor named there should take the lead. If there’s no will, you can apply to probate court to be appointed administrator. Alongside that, you may need to update your own estate planning documents, review and change beneficiary designations, and notify Social Security, banks, and insurance companies. An estate attorney can guide you through both the probate process and setting up your own documents. The attorneys here on Contracts Counsel would be happy to assist you.

If you are "non-exempt" and thereby entitled to overtime. Determining whether a worker is an "exempt" employee and not entitled to overtime requires application of the law to the facts. For instance, an "exempt" executive employee are paid not less than $455 per week, have their primary duty to manage part of the busisess, regularly direct the work of two or more other employees, and have the authority to hire or fire other employees or to make recommendations about hiring and firing taken into account by their employers. An "exempt" administrative employee, are also paid at least $455 a week and has the primary duty of the performance of office or non-manual work directly related to the management or general business operations of the employer or its customers--and is an employee whose primary duty for the employer involves exercising their discretion and independent judgment with respect to matters significant to the employer. It's not always easy to determine if someone is a managerial or administrative employee however and it can be a gray area. There are lots of examples of overtime exemptions such as computer and creative professionals, outside sales people, some truck drviers, some mechanics and some people working at auto dealerships. You may be non-exempt and eligible for overtime under the law if you are a paid a salary based on a 40 hour work week but work more than 40 hours. If you are eligible for overtime there are laws protecting you from retaliation for complaining about not being paid overtime.

If your single-member LLC’s S corporation election (Form 2553) is accepted and effective for the tax year, you don’t use Schedule C for that business. You file Form 1120-S for the entity, issue yourself a Schedule K-1 (Form 1120-S), and report the K-1 items on your Form 1040 (typically on Schedule E). If the election isn’t effective for the year in question (for example, it was filed late and not granted relief), you remain a disregarded entity for that year and would report on Schedule C instead. What this means for your filings this year File Form 1120-S by the 15th day of the third month after the end of your tax year (March 15 for a calendar-year S corp). Provide yourself a shareholder K-1. On your personal return, include K-1 income, deductions, and credits; don’t duplicate the same activity on Schedule C. Keep the IRS approval of your S election with your permanent records and verify the effective date before you prepare the return. Where Schedule C still applies (edge cases) If your 2553 wasn’t accepted or the effective date falls after the start of the year, the pre-election period is still disregarded-entity activity. In a mid-year effective-date situation, you’ll generally have two “periods”: a Schedule C period before the S election takes effect and an 1120-S period after. If your 2553 was late, consider Rev. Proc. 2013-30 relief so you can treat the election as timely and avoid an unintended Schedule C year. Payroll and “reasonable compensation” Once you’re taxed as an S corporation, you’re both owner and employee if you perform services. Pay yourself reasonable compensation through payroll and issue a W-2. That means registering for payroll, withholding and depositing employment taxes, filing Form 941 quarterly and Form 940 annually (where applicable), and following Publication 15 for rates and deposit rules. Non-wage distributions can be taken in addition to wages, but they come after paying reasonable compensation. Practical example Assume your 2553 was accepted effective January 1, 2025. For 2025 you run payroll to pay yourself reasonable wages, file 1120-S by March 17, 2026 (March 15, 2026 is a Sunday), and issue yourself a K-1. On your 2025 Form 1040 you include W-2 wages from your S corp and the Schedule E entry from your K-1. You do not file a Schedule C for that LLC. If the IRS letter shows an effective date of July 1, 2025, you’d generally report Jan–Jun activity on Schedule C and Jul–Dec on 1120-S unless you secure late-election relief aligning the election to January 1. State and local considerations Many states require separate S-corporation or franchise filings, estimated payments, or annual fees even if there’s no entity-level income tax. Check your state’s S-corp conformity, filing thresholds, and due dates. For payroll, also register with your state workforce and revenue agencies and follow state deposit and return schedules. Common pitfalls to avoid Don’t file 1120-S unless your S election is actually in effect; the IRS typically sends Notice CP261 confirming acceptance. Don’t skip payroll or set wages unreasonably low relative to your role. Don’t double-report the same activity on both Schedule C and your K-1. Finally, don’t overlook shareholder basis tracking; it affects loss deductibility and the taxability of distributions. Records and elections to keep on file Retain your filed Form 2553 and acceptance notice, EIN assignment letter, payroll registrations, quarterly and annual payroll returns, shareholder basis schedules, minutes/consents approving compensation, and any correspondence related to late-election relief. The Final Analysis Once your single-member LLC elects S corporation status, Form 1120-S becomes mandatory and Schedule C is no longer an option. Stay on top of payroll, compensation, and recordkeeping, and you’ll be in compliance. If you’re unsure about the details, a CPA experienced with small S corps can keep you on track and help you capture the full tax benefits.

If the agreement is an out of court agreement, a petition can be filed to obtain a custody order. Once an order is obtained, if a party violates the order, an enforcement action can be filed against them. If the agreement is a court order, it should contain language that would allow for enforcement. Typically, there must be a change in circumstances to request a court order be modified.

That depends on your municipality. However, most—if not all—require a permit to ensure compliance with local code requirements for a fence. I recommend contacting your county or city building department to confirm the specific requirements before starting your project.

The standard practice is that any lien against the property should be paid off at or before closing. You should also have obtained title insurance, which generally covers liens that were not satisfied. You should have received a copy of your title insurance policy sometime after closing, and the lien coverage (or any exception) should appear on the policy. At this point, you should contact an attorney to review all of your closing documents and advise you on the best course of action.

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Electronic signatures are generally legally valid and enforceable in most jurisdictions, but the specific enforceability of your stock subscription agreement depends on several factors: a) did you have an intent to sign b) were securities laws followed in this offering. You'll want to engage a litigator with experience in these topics, esp. securities laws.

Here’s how you should think about an event space rental agreement before signing. The legal implications vary depending on the venue’s contract and the state where the event is held, but the following are the main areas that tend to carry the most risk. Liability and Insurance Most agreements include indemnification clauses that shift responsibility for injuries or property damage onto you as the renter. This can mean that if a guest slips on a spill or equipment is damaged, you may be required to cover the venue’s legal costs, even if the venue was partly at fault. Look for mutual indemnification, where the venue accepts responsibility for its own negligence. Venues typically require you to carry general liability insurance and provide proof of coverage, with the venue named as an additional insured. Policy limits are often set at $1 million or more. If you’ll be serving alcohol, check whether liquor liability coverage is required. Make sure the agreement doesn’t attempt to make you liable for “ordinary wear and tear,” which isn’t normally compensable under contract law. Cancellation and Force Majeure Cancellation provisions are often strict. Many venues use a tiered refund system, where the closer you get to the event date, the less you’ll recover. Deposits are usually nonrefundable. You’ll also want clarity on what happens if the venue cancels—at a minimum, you should receive a full refund of amounts already paid. Force majeure clauses excuse both parties if unforeseeable events like government shutdowns, natural disasters, or pandemics prevent the event. Courts interpret these clauses narrowly, so if you want protection for specific risks like labor strikes or public health orders, they should be spelled out in the contract. Financial Terms Base rental fees are often only part of the total cost. Agreements may include cleaning fees, mandatory service charges (often 18 to 25 percent on catering), overtime charges, corkage or cake-cutting fees, or penalties for exceeding capacity. Some contracts classify service charges as administrative fees rather than gratuities, which can affect both budgeting and compliance with state wage laws. Payment schedules should be clear about when deposits are due, when final balances must be paid, and what happens if you miss a deadline. Operational Restrictions Most venues impose rules on how the space can be used. These may include restrictions on decorations (no nails, no open flames), amplified sound, alcohol service, or access times for setup and breakdown. If you want to bring in your own caterer, florist, or DJ, confirm whether outside vendors are allowed or whether you’ll be charged extra for not using preferred providers. Many venues require proof of insurance from outside vendors, which you’ll need to coordinate in advance. Legal Enforceability of Waivers Liability waivers included in venue agreements aren’t enforceable in the same way in every state. For example, New York generally won’t enforce waivers that attempt to release a venue from its own negligence, while many other states will uphold them unless gross negligence or intentional misconduct is involved. This is one area where a lawyer familiar with local law can tell you how much weight the waiver really carries. Practical Steps Before Signing Have your business insurance agent review the venue’s insurance requirements to confirm your policy covers rented event spaces. If not, you can purchase event-specific coverage. Ask the venue to provide a detailed cost estimate including all fees so there are no surprises. Finally, before you commit to an event space rental agreement, make sure the terms don’t leave you with unexpected liability or costs. The experienced business attorneys on Contracts Counsel are available to review your contract, flag risks, and negotiate fairer terms so you can focus on hosting a successful event with confidence.

The Americans with Disabilities Act (ADA) was written before the internet became central to commerce, so it doesn’t mention websites directly. Even so, the Department of Justice (DOJ) and many courts interpret Title III of the ADA, which requires “places of public accommodation” to be accessible, as applying to business websites. Courts don’t all agree on how far this extends. Some circuits require a nexus between a website and a physical location, meaning the site must be accessible if it’s tied to a store, restaurant, office, or other public-facing space. Other courts, and the DOJ itself, have taken a broader view that business websites must be accessible even without a physical counterpart. Because of this split, the safest position for any business is to treat its website as covered. The ADA applies regardless of business size. There’s no exemption for small businesses, but the statute includes the concept of “readily achievable” modifications. That means a business is expected to remove barriers that can be fixed without much difficulty or expense, but may not be required to implement changes that would be disproportionately burdensome given its resources. For example, adding alt text to product photos or fixing color contrast issues is generally readily achievable, while rebuilding a custom platform from scratch may not be. Since the ADA doesn’t contain technical rules for websites, the accepted benchmark is the Web Content Accessibility Guidelines (WCAG). Courts, regulators, and industry settlements typically point to WCAG 2.1 Level AA as the measure of accessibility. The guidelines cover requirements like screen reader compatibility, keyboard navigation, alternative text for images, captions for videos, and minimum color contrast ratios. The most practical first step is to audit your website. Free tools such as WAVE, axe, or Google Lighthouse will flag common accessibility issues. Automated testing alone isn’t enough, so include some manual checks like trying to navigate your site using only the keyboard or using a screen reader like NVDA or VoiceOver. These steps will help you see whether a visitor with visual or mobility impairments can realistically use your site. Once you identify problems, address them in order of impact. Adding descriptive alt text, ensuring sufficient color contrast, labeling form fields, and providing captions for video content are straightforward fixes that eliminate many of the most common barriers. For higher-risk businesses (those with physical locations open to the public, significant e-commerce, or work in regulated fields like healthcare) it’s wise to hire an accessibility consultant or developer experienced in WCAG compliance for a more thorough audit. Although making a “good faith” effort to improve accessibility isn’t a formal legal defense under Title III, it can reduce your practical risk. Regulators, courts, and plaintiffs’ attorneys often take into account whether a business has documented efforts to comply. Publishing an accessibility statement on your site, referencing WCAG standards, and providing contact information for reporting barriers signals that you’re committed to inclusion and gives customers a way to resolve issues without escalating to litigation. Accessibility lawsuits against small businesses have grown in recent years, particularly in states like California, New York, and Florida. Defending or settling such cases can be expensive. Even if your exposure seems limited, making your website accessible improves usability for all visitors and expands your customer base. Statutes and Regulations: • Americans with Disabilities Act, Title III: 42 U.S.C. § 12181 et seq. • ADA Title III Regulations: 28 C.F.R. Part 36 Government Guidance: • DOJ Guidance on Web Accessibility and the ADA: https://www.ada.gov/resources/web-guidance/ • DOJ Small Business Primer on ADA Compliance: https://www.ada.gov/resources/title-iii-primer/ Technical Standards: • WCAG 2.1 Guidelines: https://www.w3.org/TR/WCAG21/ • WCAG 2.2 Guidelines (2023 update): https://www.w3.org/TR/WCAG22/ Testing Tools: • WAVE Web Accessibility Evaluation Tool: https://wave.webaim.org/ • axe DevTools Accessibility Scanner: https://www.deque.com/axe/ • Google Lighthouse Accessibility Audit: https://developer.chrome.com/docs/lighthouse/overview/

When you’re hiring an employee who will have access to sensitive business information, a well-drafted Confidential Information Release Agreement (often structured as a Non-Disclosure Agreement or NDA) is one of the strongest safeguards you can put in place. The enforceability of the agreement depends on how precisely it’s written, so each section should be thought through carefully. Definition of Confidential Information The agreement needs a definition that’s broad enough to cover your key assets but specific enough that a court will enforce it. A good approach is to use examples followed by a catch-all phrase. For example, you might list customer lists, financial records, pricing models, marketing plans, source code, prototypes, supplier agreements, and employee data, and then add a general clause covering “any other information, whether written, oral, or electronic, that is not generally known to the public and provides the company with a competitive advantage.” Many agreements also provide that information is confidential if it’s marked as such or if a reasonable person would recognize it as confidential under the circumstances. Employee Obligations The employee’s duties should be spelled out in plain terms. They must not disclose the information to anyone outside the company without written approval. They should only use the information as needed to perform their job and for the benefit of the company. They also need to take reasonable precautions to protect the information, such as safeguarding passwords, not discussing matters in public places, and securing documents just as they would their own personal records. Exclusions from Confidentiality An agreement that doesn’t carve out reasonable exclusions is more likely to be struck down. Standard exceptions include information that is already public, information the employee had before joining the company, information developed independently without relying on the company’s resources, information legitimately obtained from another source, and disclosures that are required by law or court order. If disclosure is legally required, the employee should be obligated to give the company prompt notice so it has a chance to intervene. Duration of Obligation The confidentiality period depends on the nature of the information. For trade secrets, the obligation should last as long as the information qualifies as a trade secret. For other sensitive but non-secret information, it’s common to set a post-employment period of two to five years. Courts tend to find these durations reasonable. Return or Destruction of Information When employment ends, the agreement should require the employee to return or destroy all materials containing confidential information, whether in paper or digital form. It’s also wise to require the employee to confirm in writing that they’ve returned or deleted all copies, including notes and stored electronic files. Remedies for Breach To protect your position in the event of a violation, include provisions for injunctive relief, damages, and attorney’s fees. Injunctive relief allows you to seek a court order stopping the misuse immediately, without waiting for a damages trial. Attorney’s fee provisions are enforceable in many jurisdictions and can deter breaches, though you’ll want to confirm enforceability under your state’s law. Whistleblower Immunity Notice Federal law requires that you include specific language from the Defend Trade Secrets Act of 2016. This notice protects employees from liability if they disclose a trade secret in confidence to a government official or attorney for the purpose of reporting or investigating suspected legal violations. If you leave this out, you lose the ability to seek exemplary damages or attorney’s fees in a federal trade secret case against that employee. General Provisions Rounding out the agreement with standard contract clauses improves enforceability. Common provisions include governing law (which state’s law applies), severability (invalidating one clause doesn’t void the entire agreement), no waiver (failure to enforce once doesn’t waive rights later), and entire agreement (confirming that the NDA overrides prior understandings about confidentiality). Get Professional Help Protecting Your Business Protecting confidential information is vital when hiring new employees, and the strength of your agreement depends on getting the details right. The business attorneys on Contracts Counsel are available to draft, review, and tailor your confidentiality agreement so it’s enforceable in your state and aligned with your company’s needs.

You can use a copyrighted song in your YouTube video legally if you’ve secured the correct type of license. Buying a song on iTunes or streaming it on Spotify doesn’t give you that right. Those purchases are only personal listening licenses and don’t extend to using the music in your own content. For YouTube, you need licenses that specifically cover synchronization with video and online distribution. Every song involves two separate copyrights. The first is the musical composition, which covers the melody, lyrics, and arrangement and is controlled by the music publisher. To pair the composition with visuals, you need a synchronization license. The second is the sound recording, also called the master, which is the specific recorded version owned by the record label. To use that track in your video, you need a master use license. For popular songs, that means negotiating two separate licenses with different parties. The process is often complicated, slow, and costly, which is why most YouTubers don’t license mainstream tracks directly. The more practical route is to use licensing platforms designed for creators. Services like Epidemic Sound, Artlist, and Musicbed provide subscription-based access to music libraries. They’ve already secured both composition and master rights, and they typically whitelist your YouTube channel so Content ID doesn’t block or demonetize your videos. Another option is stock music libraries such as PremiumBeat or AudioJungle, where you can buy individual track licenses. In those cases, you must read the terms carefully to confirm that the license covers YouTube, monetization, worldwide distribution, and long-term use. A perpetual license is preferable so you don’t face takedowns years later. Even if you have a valid license, YouTube’s Content ID system may still detect the track. That doesn’t mean you’ve infringed copyright. It just means the system has matched the audio. When that happens, you can dispute the claim and provide proof of your license. Reputable licensing companies usually assist in clearing these disputes. If you don’t have the right license, however, Content ID claims can result in demonetization, muting, regional blocks, or DMCA takedowns that put your channel at risk. Cost is another factor. Licensing a mainstream hit directly from a label and publisher can cost thousands of dollars, depending on the song and how it’s used. In contrast, a subscription service like Epidemic Sound runs on a predictable monthly or yearly fee and covers all the legal rights you need for YouTube use. If your channel is monetized, it’s also important to confirm that the license allows commercial use. A personal or non-commercial license won’t protect you if you earn revenue from your videos. To stay compliant, keep a copy of every license you obtain. Make sure the license explicitly allows use on YouTube, permits monetization, applies worldwide, and lasts for the life of your video. If you’re working with a platform subscription, ensure your channel is properly linked so that Content ID claims are automatically released. If you want to use a well-known commercial track, you’ll likely need professional help negotiating directly with the rights holders. For most creators, using licensed music from platforms built for YouTube is the safer and more cost-effective approach.

When you upload a video to YouTube, you're automatically agreeing to their Terms of Service and Copyright Policy. What that really means is this: you're saying you either own the rights to every part of your video or you've gotten permission to use it. There isn’t a separate “Copyright License Agreement” that gives you a pass to use copyrighted material freely. That includes music, movie clips, TV shows, sports highlights, and even images you found online. Just giving credit or adding a line like “no infringement intended” doesn’t offer any legal protection. Now, how does YouTube actually enforce all of this? It mainly comes down to two systems. The first is Content ID. That one’s automated. It scans your video against a big database of copyrighted material that rights holders have submitted. If there’s a match, you’ll get a Content ID claim. That’s not the same as a copyright strike, but it can still have consequences. The rights holder might choose to monetize your video, block it in some countries, or just track how it performs. A lot of creators run into this when they use popular music, and usually the result is that they lose monetization for that video. In some cases, the rights holder might go a step further and issue both a Content ID claim and a formal takedown. The second system is a DMCA takedown notice. That’s a legal process under U.S. copyright law, and it lets a rights holder demand that infringing content be removed. If that takedown is valid, your channel gets a copyright strike. One strike can block you from live streaming. If you get three strikes within 90 days, your channel and any linked accounts can be terminated. Strikes expire after 90 days if you go through YouTube’s Copyright School, but if you keep getting them, things can escalate fast. Now, fair use is where a lot of creators hope they’re protected. It’s a legal doctrine in the U.S., found in Section 107 of the Copyright Act. In short, it allows limited use of copyrighted material without permission, as long as the use meets certain criteria and is considered transformative. Courts look at four main factors: First, the purpose and character of the use. Second, the nature of the copyrighted work. Third, how much of it you used and how significant that portion was. And fourth, whether your use could harm the market for the original. For example, if you're reviewing a movie and include a few short clips with your own commentary, that’s much more likely to fall under fair use than posting a montage of fight scenes with no added value. Using factual material, like a short news segment in a critique, tends to be safer than copying a full song or film scene. But the truth is, fair use is case-specific. There’s no guaranteed rule like “10 seconds is okay.” Only a court can give a definitive answer. So what can you do? The safest route is always to license the content. Services like Epidemic Sound, Artlist, and Storyblocks let you use music and footage under a subscription license. For free material, YouTube’s Audio Library is a solid option. You can also look at public domain works. In the U.S., that currently includes anything published before 1929. That date moves up each January 1. Another option is Creative Commons content, but you’ll need to follow the terms of those licenses, which can include attribution or limits on commercial use. If you’re going to rely on fair use, make sure what you’re doing is truly transformative. That means adding something original, like commentary, criticism, or parody. Use only what’s necessary and avoid the most recognizable or valuable parts of the original. It’s important to understand that even if you’re confident your video qualifies as fair use, YouTube can still take it down if the rights holder files a takedown notice. Your option at that point is to dispute it, but that can come with risks, including potential legal action. If your channel is monetized, repeated claims or strikes can impact your income and the long-term future of your account. Because fair use is such a gray area and carries real consequences, it’s wise to talk to a copyright attorney if you plan to use third-party material often. The attorneys on Contracts Counsel would be happy to assist.

Whether a non-competition agreement remains enforceable if you’re terminated without cause depends on both the language of your contract and the law of the state that governs it. Termination without cause doesn’t automatically make a non-compete void, but courts often treat it as a factor in deciding whether enforcement is fair. Courts generally apply a “reasonableness” test to non-competes. To be enforceable, the restrictions must be narrowly tailored in duration, geographic scope, and the type of work restricted, and they must protect a legitimate business interest like trade secrets, confidential information, or customer goodwill. If you’re let go through no fault of your own, many courts are skeptical of an employer’s claim that preventing you from working elsewhere is necessary. For example, judges may ask why an employer who voluntarily ended the employment relationship should still be able to limit your ability to earn a living in your field. The outcome varies widely by state. California, Oklahoma, North Dakota, Minnesota, and Washington, D.C. prohibit most non-competes outright. Massachusetts allows them but requires employers to pay “garden leave” or other compensation during the restricted period, and generally doesn’t allow enforcement against employees who were laid off or terminated without cause. Illinois and Colorado enforce non-competes only if income thresholds and notice requirements are met. In New York, the law isn’t settled: some courts uphold non-competes even after termination without cause if they’re otherwise reasonable, while others strike them down as unfair. Texas courts often enforce non-competes if they meet statutory requirements, regardless of whether the employee resigned or was terminated without cause. The Federal Trade Commission tried to ban most non-compete agreements in 2024, but a federal court struck down the rule before it took effect, and the FTC has since abandoned its appeal. There’s no federal ban in place today, although the FTC is still targeting abusive non-compete practices on a case-by-case basis. The exact wording of your contract also matters. Some non-competes say they apply only if you resign or are terminated for cause. Others apply regardless of how the employment ends. If your agreement doesn’t address termination scenarios, a court will fall back on state law and the reasonableness test. If there’s no compensation provided during the restricted period or if the restrictions are overly broad, you’ll have a stronger argument that enforcement is unreasonable. Non-compete agreements turn on the details of both the contract and the law in your state. The emplyment law attorneys on Contracts Counsel can review your agreement and advise you on whether its terms are enforceable given your specific circumstances.

Yes, you can and should include clauses in an Intellectual Property License Agreement that protect your rights as the licensor. A license agreement is your main tool for controlling how your software is used, setting boundaries for your clients, and limiting your financial exposure. The key is to draft it in a way that leaves no doubt about what rights are granted, what’s restricted, and what happens if there’s a breach. Grant of License Start with a clear license grant. Spell out that you’re giving the client only limited rights, not ownership. Most licensors define the license as non-exclusive, non-transferable, and revocable if the client doesn’t follow the terms. For example, you might allow a client to use the software only for its internal business operations, and only on a set number of machines. It’s equally important to list what the licensee cannot do, such as reverse engineering, modifying, sublicensing, or providing the software to third parties. Intellectual Property Ownership Reinforce that you retain all ownership rights in the software and any related intellectual property. A simple but strong statement is that you hold all right, title, and interest in the software, and the client only receives a limited right to use it under the agreement. This prevents confusion between a license and a sale. You can also require the licensee to notify you if they discover third-party infringement and confirm that you alone have the right to pursue action against infringers. Confidentiality If you’re providing source code, algorithms, or other sensitive information, a confidentiality clause is essential. Define confidential information broadly to include not just the software itself but also any documentation or business information you share. Require the client to protect that information with at least the same care they use for their own confidential material, and make the obligation survive termination of the agreement. Termination Every strong license has a termination clause. Termination for cause should allow you to end the agreement if the client fails to pay, violates the license scope, or breaches confidentiality. Many agreements include a short cure period, such as thirty days, for the licensee to fix the breach before termination takes effect. Spell out the consequences of termination: the licensee must stop using the software immediately, return or destroy all copies, and certify that they’ve complied. Without this, you risk losing leverage if the relationship breaks down. Payment Terms Protect your revenue by making payment terms clear. Define license fees, support or maintenance fees if applicable, the payment schedule, and penalties for late payment such as interest. Courts generally enforce these provisions as long as they’re reasonable. Disclaimers and Limitation of Liability These clauses protect you from lawsuits if things go wrong. A limited warranty might cover basic performance for a set time, but beyond that you should disclaim all other warranties. Standard language is that the software is provided “as is” and you disclaim implied warranties of merchantability and fitness for a particular purpose. To limit your exposure, cap liability at a defined amount, often the fees paid by the licensee in the previous twelve months, and exclude liability for indirect or consequential damages such as lost profits. Courts usually enforce these limits, except in cases of fraud or intentional misconduct. Audit Rights If your pricing model depends on the number of users or installations, an audit right is valuable. This allows you to check, on reasonable notice, that the licensee isn’t exceeding their rights. For example, you might reserve the right to inspect usage records once a year during normal business hours. Governing Law and Dispute Resolution Designating which state’s law governs and how disputes are resolved reduces uncertainty. Many licensors choose their home state’s law and either local courts or arbitration for disputes. Remedies Make sure your agreement lets you seek injunctive relief if the licensee misuses or discloses your software. Monetary damages often aren’t enough to protect intellectual property, so courts will enforce contract terms that authorize immediate injunctive relief. Protect Your Software with Legal Guidance When you’re licensing valuable software, the details in your agreement can make the difference between real protection and unnecessary risk. The lawyers on Contracts Counsel are available to draft, review, or negotiate a license that secures your rights and keeps your business protected.

Thinking of starting a business with a partner? Forming a multi-member LLC might be one of the smartest legal moves you make. It offers liability protection, tax flexibility, and control over how the company operates, without the rigid structure of a corporation. But getting it right means understanding both the benefits and the setup process. The main draw is protection. An LLC creates a legal barrier between your personal assets and the business. So if your company is sued or defaults on a loan, your house and savings are usually off-limits. Just know that this protection isn’t automatic. If you mix personal and business funds, fail to properly fund the business, or commit fraud, a court could still hold you personally liable. From a tax perspective, the setup is appealing. Multi-member LLCs are generally taxed as partnerships. That means the business itself doesn’t pay federal income tax. Instead, it files Form 1065 and issues each member a Schedule K-1 that shows their share of the profits or losses. You include that on your personal return. This approach helps you avoid the double taxation that corporations face. If the business generates strong profits, you can also consider electing S corporation status. That may help reduce self-employment taxes, though it comes with added responsibilities. Management is another area where LLCs shine. You can run the business yourselves through a member-managed structure or designate someone else to handle daily operations in a manager-managed model. For example, a small professional practice may work better with member control. In contrast, a real estate investment business with passive owners might benefit from a designated manager who handles everything day to day. You also won’t have to jump through the usual corporate hoops. LLCs aren’t required to hold annual shareholder meetings or maintain formal bylaws. Most states only ask for a simple annual or biennial report and a filing fee. Then there’s credibility. Including “LLC” in your business name shows clients, lenders, and partners that you’ve formed a recognized legal entity. Banks will usually require it to open a business account or approve financing. To form your LLC, you’ll start by filing Articles of Organization with your Secretary of State. This document covers basic information such as the business name, address, registered agent, and sometimes member or manager details. Fees vary widely but typically range from $50 to $500 depending on your state. You’ll also need an operating agreement. Some states like New York require one, but even where it’s optional, it’s strongly recommended. Many banks won’t open an account without it. More importantly, the agreement defines how your business works. It should cover ownership shares, capital contributions, how profits and losses are divided, voting rights, member roles, and what happens if someone leaves or wants to sell their share. Without it, state law will control these issues by default, which may not align with your goals. Every LLC must name a registered agent. This is the person or service that receives legal and government documents for the business. If you have a physical address in the state, you can serve as your own agent. Otherwise, hiring a registered agent service is a simple solution. You’ll also need an EIN from the IRS. Even if you don’t have employees, the IRS requires a Federal Tax ID for multi-member LLCs. You’ll use it for filing taxes, issuing K-1s, and opening financial accounts. A few important things can catch new business owners off guard. Certain states have unique requirements. New York and Arizona, for example, require you to publish a notice of formation in local newspapers. California charges an annual franchise tax of at least $800, no matter how much income your business makes. Delaware and Nevada are popular for their business-friendly laws, but they often come with higher annual fees. Checking your state’s rules ahead of time is essential. Taxes can also surprise people. Members usually pay self-employment tax on their share of the LLC’s income. That includes both the employer and employee portions of Medicare and Social Security. If your business is profitable, this can add up fast. In that case, an S corp election may reduce your tax burden. Just be aware that it requires payroll and a reasonable salary for each active owner. Finally, to keep your liability protection intact, treat the LLC as a separate entity at all times. That means using a business bank account, signing contracts in the company’s name, and documenting major decisions. If you treat the company like an extension of your personal finances, courts may too. Setting up an LLC isn’t difficult, but the details matter. The operating agreement and tax setup in particular deserve professional input. An attorney can create a customized agreement that fits your situation, and an accountant can help you choose the right tax path. Doing it right on the front end can save you from problems down the road. The business attorneys at Contracts Counsel are here to guide you through the entire LLC process so you can focus on growing your business with confidence.

Running a trademark search before registering your business name isn’t legally required, but it’s one of the most important steps you can take to avoid future problems. Registering your name with the state forms your business entity, but it doesn’t give you trademark rights. Trademark rights come from use in commerce and, if you file with the USPTO, registration at the federal level. Why a Trademark Search Matters The central legal test in trademark law is whether a name is likely to cause consumer confusion. That means you don’t need to copy someone else’s name exactly to get into trouble. Even something that looks or sounds similar in the same or related industry could be enough. If you skip the search and move forward, you risk: • Infringement claims: Another company could demand you stop using the name and, if necessary, sue for damages. • Forced rebranding: If you’ve already invested in your logo, website, signage, or marketing materials, being forced to change your name can be expensive and disruptive. • USPTO rejection: If you apply for a federal trademark, the USPTO will run its own search. If they find a confusingly similar mark, your application will be denied and you’ll lose the filing fees. A well-documented example is when small businesses open under a catchy name, only to receive a cease-and-desist letter from a national chain using a similar name in the same space. Even if you’re in a different state, a federal registration gives that company priority rights nationwide. A proper trademark clearance search should cover more than just identical names. You’ll want to check: • Federal database (USPTO TESS): This is the official record of all registered and pending federal trademarks. • State trademark databases: Many businesses register marks only at the state level. • Common law sources: Unregistered marks can still have legal protection. Check Google, industry directories, social media, and domain names. • Similar variations: Look for phonetic equivalents and alternative spellings, such as “Kwik” for “Quick,” or slight wording changes that could still cause confusion. Professional Assistance You can run an initial search yourself at no cost, but these searches have limits. For example, the USPTO database won’t flag marks that are spelled differently but sound alike, or names with similar meanings. Attorneys and specialized search firms use tools that uncover those kinds of risks. While hiring a professional costs more upfront, it’s often far cheaper than litigation or a rebrand. Limitations A search doesn’t guarantee that your name will never be challenged. Trademark law involves judgment calls about how similar marks are and whether they overlap in goods or services. Still, a thorough search puts you in a much stronger position to defend your choice and move toward federal registration if you want nationwide rights.