Legal Questions and Answers

What does the parking agreement say? Is there an option to terminate the agreement for breach?

Your list above for scope, fees, confidentiality, termination rights, and liability for filings is pretty comprehensive. I would ensure that instead of things like "all tax filings" you are specific- are they filing your quarterly 940s and annual 941s? Only federal filings? State, county, local? The clearer the better so there is no ambiguity as to what "all tax filings" means. For financial records, does this firm have a records retention policy for a period of time? Are you required to retrieve records within a specified period if you terminate services? Are they running payroll? Will they be keeping copies of timecards, payroll records and W-2. W-3, W-4 as needed? Depending on the jurisdiction these records specifically must be retained for a number of years. You have an excellent start. I would have them specify, by document number or description exactly what is included and who is storing the business financial records (if on their side, for how long). Hope this helps!

This is a very common concern, especially as more employers implement digital oversight tools. Generally speaking, a company can legally monitor and restrict employee internet usage through an Acceptable Use Policy (AUP), provided certain conditions are met. 1. Private Employers Have Broad Discretion In most states, private-sector employers are allowed to monitor internet usage on company-owned systems and networks, including: Websites visited Emails sent and received via company email Time spent online during working hours Downloads or uploads of content As long as the company owns the devices or network being used, courts typically uphold their right to control and monitor usage—especially when the employee has received advance notice through a written policy like an AUP. 2. Employees Have Limited Expectation of Privacy at Work Courts have generally held that employees do not have a strong expectation of privacy when using employer-provided devices or networks. However, an employer should: Clearly inform employees of monitoring in writing Apply the policy consistently across the workforce Avoid overreaching into private communications (e.g., personal email on personal devices) 3. Content Filtering and Restrictions Are Permitted Employers can legally block or restrict access to websites that: Are unrelated to work (e.g., social media, video streaming, shopping) Pose security risks (e.g., downloading pirated software) Violate workplace policies (e.g., inappropriate or offensive material) 4. Federal and State Considerations While there are few federal laws restricting workplace internet monitoring, employers must still comply with laws such as: The Electronic Communications Privacy Act (ECPA) – allows monitoring of communications when done in the ordinary course of business or with employee consent State privacy laws – some states may have broader protections; however, most defer to employer rights on company property What You Can Do: Review the AUP carefully to understand what is being monitored and why Confirm whether you acknowledged the policy in writing If you are concerned about overreach, you may want to speak with HR or request clarification about what personal activity (if any) may be affected If you would like assistance reviewing the policy for reasonableness or compliance with state and federal law, I’d be happy to help.

This is an excellent question, and one that many employees have as workplace transparency becomes increasingly important. In general, while Employee Non-Disclosure Agreements (NDAs) can restrict the sharing of confidential business information, they cannot legally prevent you from discussing your own employment conditions—such as salary, benefits, hours, and working conditions—with others. 1. Federal Protections Under the NLRA The National Labor Relations Act (NLRA) protects most private-sector employees’ rights to discuss terms and conditions of employment, including: Pay and bonuses Hours and schedules Workplace policies Benefits Working conditions These discussions are considered “protected concerted activity,” especially when they relate to improving workplace conditions or comparing treatment. 2. NDAs Cannot Override Federal Law Even if an NDA includes language that attempts to restrict these discussions, such provisions are likely unenforceable if they conflict with federal labor protections. However, your NDA can lawfully prohibit disclosure of: Trade secrets Business strategies Client lists Proprietary systems or processes 3. State Laws May Provide Additional Protection Some states go further by enacting laws that expressly ban employers from preventing salary or benefit discussions, or penalizing employees for doing so. What You Can Do: Review your NDA carefully to identify what it defines as “confidential information.” Look for language that appears overly broad or vague, especially if it includes general employment terms. If you are uncertain, a legal review can help determine whether any clause may violate federal or state protections. I would be happy to help interpret your NDA and ensure your rights are protected while respecting any legitimate confidentiality obligations.

This is an important concern, and the enforceability of a stock subscription agreement without both parties' signatures depends on several factors, including the intent of the parties, performance under the agreement, and state law governing the contract. 1. Signatures and Enforceability Generally, for a contract to be legally binding, there must be mutual assent—that is, both parties must agree to the terms. While a signature is the most common way to show assent, a written signature by both parties is not always required to create a binding contract. If you signed the agreement and the company later accepted payment, issued shares, or otherwise began performing under the terms of the agreement, that conduct may be enough to demonstrate acceptance and create a binding agreement—even without the company’s signature. 2. Evidence of Mutual Assent Key things to consider: Did the company accept your payment or issue any form of acknowledgment? Have you received confirmation of share allocation, receipts, or account statements? Was there any written or verbal communication confirming the company’s agreement to the terms? These facts may establish that a contractual relationship exists, even if the formal document was not fully executed. 3. Risk Without Signature If the company has not yet taken any action—and there is no other evidence of acceptance—you may be in a more uncertain position. Without both parties’ signatures or performance, a court may view the agreement as incomplete or non-binding. Next Steps: Review all communication and transaction records for evidence of the company’s intent to be bound. If no performance has occurred, you may want to seek confirmation or a countersignature before proceeding further. If needed, a legal review of the agreement and context can help determine whether the contract is enforceable and what remedies may be available if there’s a dispute. I would be happy to assist with reviewing your agreement and advising you on how best to move forward.

Great question—and it is wise to think through this early, as your business structure will impact everything from liability and taxes to fundraising and daily operations. Here is a brief overview of the most common structures and the factors we would consider in determining the right fit for your startup: 1. Sole Proprietorship Simplest and least expensive to form No legal separation between you and the business Offers no liability protection Best for low-risk, low-capital businesses or testing an idea 2. General Partnership Similar to sole proprietorship but with two or more owners Pass-through taxation Shared liability, which can be risky without a strong partnership agreement Generally better suited for informal ventures 3. Limited Liability Company (LLC) Popular choice for early-stage startups Offers liability protection while maintaining flexible tax treatment Easier to manage than a corporation but can still accept outside investment with proper structuring Good balance of protection, control, and simplicity 4. Corporation (C-Corp or S-Corp) Preferred structure for startups planning to seek venture capital or scale aggressively C-Corp allows for unlimited shareholders and stock classes S-Corp offers pass-through taxation but is more limited in ownership and structure More formal structure with regulatory and tax complexities What to Consider in Making Your Decision: Whether you plan to raise outside funding The level of risk and liability exposure in your business Whether you want pass-through taxation or separate business taxation How you want to structure ownership and management Your growth strategy and long-term goals If you would like, I can schedule a consultation to walk through your specific goals, evaluate your risk profile, and help determine the structure that best supports your startup both legally and financially. Let me know if you'd like to offer an early-stage startup package or keep it open-ended. This version keeps it client-focused and practical.

Great question—and you are right to pause and carefully review that clause. While it can be legal for a photographer to include a usage clause granting themselves broad rights, whether it is appropriate or enforceable depends on the exact language, the scope of use, and what both parties agreed to. Here’s What You Should Know: 1. Copyright Ownership Defaults to the Photographer Under U.S. copyright law, the photographer generally owns the images they capture—even if you paid for the photoshoot. What you, as the client, receive are usage rights outlined in the contract. 2. Unlimited Usage Clauses Are Legal, But Negotiable A clause granting the photographer “unlimited usage rights” allows them to use your images for portfolios, marketing, social media, contests, or even to sell prints—unless otherwise limited in writing. This can be legal and enforceable if it is clearly written and both parties agreed. However, you are not required to accept such terms. These clauses are absolutely negotiable. 3. Privacy and Personal Images Can Be Protected You have every right to request limitations—especially for personal or sensitive content. You can: Limit use to the photographer’s portfolio or website only Require your written consent before any public use Prohibit publication or commercial use entirely What You Can Do: Review the contract language closely—look for terms like “unlimited,” “perpetual,” or “irrevocable.” Negotiate modifications to the clause before signing. If the contract has already been signed, a legal review can help determine if you still have room to clarify or limit use based on state law or privacy considerations. If you would like assistance reviewing the agreement or drafting appropriate language to safeguard your privacy, I would be happy to help.

This is a great—and very common—question. Whether the company can legally withhold your performance bonus after resignation depends heavily on how your employment agreement is written and how the bonus is classified. Key Factors to Consider: 1. Is the Bonus Discretionary or Earned? If your contract defines the bonus as discretionary, the employer generally has the right to decide whether to pay it and can condition it on continued employment. If the bonus is based on meeting specific performance goals or metrics, and those have been satisfied, it may be considered earned—even if the payment date is in the future. 2. Does the Contract Require You to Be Employed on the Payout Date? Many agreements include language stating the employee must be actively employed on the bonus payout date. If such a clause exists, the company may be within its rights to withhold the bonus, even if the performance was completed. 3. What Is the Bonus Period? If your bonus was based on a performance period that has already ended (such as a calendar or fiscal year), and you met your goals, you may have a stronger case for claiming the bonus as earned compensation. Georgia-Specific Note: In Georgia, employment is at-will, and courts generally uphold the terms of a written employment agreement. However, Georgia courts have also recognized that earned wages (which can include bonuses if not discretionary) must be paid. If the bonus is performance-based and the company has paid similar bonuses under the same conditions in the past, you may have grounds to assert that the payment is owed. What You Can Do: Review your employment agreement and any bonus policy documents closely. Look for phrases like “discretionary,” “earned,” and “must be employed on the payout date.” If the language is unclear, you may want to consult an attorney to evaluate whether the company is legally permitted to withhold the bonus—or if you may have a claim based on how the bonus was structured and earned. If you would like help reviewing your agreement, I’d be happy to assist.

1. Post-Termination Non-Compete Clauses It is legally possible for a contract to include a post-termination non-compete, but these are subject to limitations. Courts generally look at: Duration (e.g., 6–12 months) Geographic scope (less relevant for digital content but still noted) Scope of restriction (e.g., same topic, format, or competing platforms) If the restriction is overly broad—like prohibiting you from podcasting at all—it may be unenforceable depending on your state’s laws. 2. Exclusivity Clauses (During the Contract) Many podcast contracts prohibit hosting or producing other shows during the term. That’s typical. The issue becomes: does the language extend after the agreement ends? If so, you’ll want to review: Whether it’s a true non-compete How long it lasts If there’s compensation tied to the restriction 3. IP & Ownership Check whether the network claims ownership over: Your host name or likeness The podcast’s brand or concept Past episodes and subscriber lists They may argue that launching a “similar” show is derivative or confusingly similar if they own your original show’s IP. What You Can Do: Review the exact contract language—pay close attention to any clause that mentions exclusivity, non-compete, or “work for hire.” Consult with an attorney (I’d be glad to assist) to evaluate whether the restrictions are enforceable or negotiable. If you're not yet at the end of the agreement, you may also consider negotiating a clean exit or carve-out for future projects. Let me know if you’d like help reviewing your agreement—I can walk you through what’s enforceable, what’s negotiable, and how to position yourself for creative freedom moving forward.

Great question—and smart move getting ahead of this. When you're placing a substantial amount of money into escrow, the agreement becomes critical to protect your investment and ensure all parties are aligned on how the funds will be handled. Here are the key provisions that should be included in a well-drafted Escrow Agreement: Parties to the Agreement Clearly identify the buyer, seller (or contracting parties), and the escrow agent, including their contact details and roles. Purpose of the Escrow Define why the funds are being held—whether it’s for a business acquisition, service milestone, asset transfer, etc. Escrowed Funds or Assets Specify the amount or nature of what is being held in escrow, including how it should be handled (e.g., deposited into an interest-bearing account). Conditions for Release Detail exactly when and how the escrow agent is authorized to release the funds—e.g., upon delivery of services, closing of a deal, receipt of signed documents, etc. Instructions & Disbursement Process Outline how release instructions are communicated, who must approve them, and what form they should take (e.g., written, signed by both parties). Duties & Liabilities of the Escrow Agent Define the escrow agent’s responsibilities, their standard of care, and a liability limitation clause to avoid disputes over unintentional delays or errors. Fees & Expenses Clarify who pays the escrow fees and how those fees will be structured—fixed, hourly, or percentage-based. Dispute Resolution Clause Include a provision on how disputes will be handled if there’s a disagreement about release conditions (e.g., mediation, arbitration, or court jurisdiction). Termination & Expiration Explain when the agreement ends—whether upon release of funds, mutual agreement, or lapse of a set time period—and what happens to the funds if unresolved. Governing Law Identify which state's laws will apply to the agreement, particularly if parties are in different jurisdictions. If you'd like, I can help draft or review your escrow agreement to ensure these provisions are solid and customized to your deal. Happy to help you safeguard your investment and give you peace of mind at every stage.

No - this is not at all a required clause in a SaaS reseller agreement and in fact is likely to cause some confusion if not carefully drafted. The other resellers already compete with you and you will sell other software, sometimes that competes with the provider. Please review this clause carefully if it is included.

Congratulations on your business growth and evolution! I'll answer the question without having seen the actual agreement, so this is just based on broad contract principles. Yes, you can change an agreement after it is signed, and there are a few ways to do so. If it is just a few terms, you may be able to do a written "modification" that becomes the new terms of the agreement and the rest stays. There is also, again depending on how much you want changed, a process of "novation" where we substitute a new contract for the previous one. It has specific language in it, but it is also available. These are the two primary ways to change the agreement where there are no disputes and all parties agree to the changed or new terms. Congratulations again!

I always recommend a signed agreement that covers the basics of "Q-TIPS"- this is for educational purposes only, by the way. The 1. Quantity 1 logo- plus, I would add the number of revisions under the agreement, because creative work often needs tweaks and you will be unprofitable when there are hours involved in 6 revisions when you only said 2. Time of Performance- 2 weeks? a month? 6 months? when will the project be done? When will payment be due? 3. Identity of the parties (pretty self-explanatory)4. Price (not your estimate, a contracted price) and 5. Subject matter. Not "logo" but an actual description with the colors, fonts, ideas. Finally, I would encourage project management software, like Trello, or Monday, or Asana, or whatever to track the phases of the project and the critical places the client must sign off on the design or document carefully the requests for revision. In a creative space, like graphic design, the final like or dislike can be subjective. You were hired to create a brand and an identity into a logo- and you didn't get paid. Based on the agreement, this is potentially small claims to enforce a verbal agreement.

You usually need to get the permission of the owner of the photograph which is usually the photographer. Check the metadata or do a reverse image search to help you find the owner.

There are numerous forms of Trust that are available depending on the specific assets and your unique goals. Generally speaking, the two main types of trusts are Revocable and Irrevocable. WIth a Revocable Trust, just like it sounds, as trustee you can remove the assets at some point if you so chose, but if you are to pass away or become incapacitated at some point, it reverts to being Irrevocable. An Irrevocable Trust is one in which the grantor transfers all ownership interests to the Trust itself and this act is irreversible. As I am sure you guessed, there are a myriad of ways that your goals can be achieved and I would be happy to provide a free consultation to discuss your situation and possible solutions.

Hi there, No—a contractor cannot legally change the terms of a renovation contract without your consent. A contract is a mutual agreement, and any changes to the scope of work, payment terms, or timeline must be agreed upon by both parties to be valid and enforceable. That said, here is what you should consider: Your Rights as a Homeowner: No Unilateral Modifications Allowed: Contractors do not have the legal authority to raise prices or alter timelines without your express written consent. Any legitimate changes should be presented as a change order—a document detailing the proposed adjustments that you must approve before work continues. Assess Whether the Change Serves Your Best Interest: While unexpected changes can be frustrating, it is important to consider why the contractor is proposing modifications. Sometimes, issues arise during renovation that were not visible or discoverable when the original contract was signed—such as hidden structural damage, plumbing defects, or code violations. In these cases, completing the job correctly may require addressing these issues now, which can impact both the timeline and total cost. Though inconvenient, these adjustments may ultimately benefit you by ensuring the job is done thoroughly and avoids future complications. Contractor Must Clearly Justify the Change: If additional work is necessary, the contractor should be able to clearly explain: What was discovered Why it was not known initially Why the original scope of work cannot be completed without addressing it This explanation should be provided in writing along with an updated scope and pricing breakdown. You Still Control the Agreement: Even if the contractor makes a reasonable request, you are not obligated to accept. You can negotiate the terms, request a second opinion, or consult an attorney before moving forward. You May Have Legal Remedies if the Contractor Proceeds Without Approval: If the contractor insists on changing terms without your consent or threatens to stop work, they may be in breach of contract, and you may have legal grounds to: Withhold payment Terminate the contract Recover costs associated with hiring a replacement contractor A good contractor communicates openly, presents clear documentation, and works with you—not against you. If you need help reviewing the contract or assessing the proposed changes, I would be happy to assist. Best regards, Jerome Lucas Newell, Esq. Home Renovation & Consumer Protection Attorney

Hi there, A repurchase agreement (often called a "repo") is a contractual arrangement where one party agrees to sell goods—like inventory or assets—with a promise to buy them back at a later date under specific terms. These agreements are commonly used to manage inventory, liquidity, or cash flow. Here is what you need to understand about your rights and obligations: Key Legal Implications of a Repurchase Agreement: Binding Commitment to Repurchase: If you signed a repurchase agreement, you are likely legally obligated to buy the inventory back under the agreed terms—regardless of your current financial position—unless the agreement provides exceptions. Review the Terms Carefully: Look closely at: Repurchase price and timeline Conditions that trigger the repurchase Default provisions or penalties Any security interests or liens the supplier may have on your other property Consequences of Defaulting: Defaulting on the agreement could expose you to: Financial penalties Loss of future credit terms Legal action for breach of contract Damages or collection efforts from the supplier Negotiation May Be Possible: If you're facing hardship, many suppliers may be open to: Renegotiating payment terms Extending the timeline Releasing you from the agreement in exchange for a settlement or return of inventory Termination & Exit Options: Review the agreement for any termination clause or early exit provisions. Some agreements allow for cancellation with notice or mutual consent. Mitigating Future Risk: Moving forward, you may want to include: Force majeure clauses Hardship provisions Caps on repurchase liability I recommend reviewing the agreement with a contract attorney to explore all options and ensure your rights are protected. If you would like help assessing the agreement and negotiating a path forward, I would be glad to assist. Best regards, Jerome Lucas Newell, Esq. Business & Commercial Contracts Attorney

Hi there, A finance lease agreement can be a practical way to acquire commercial property or equipment with lower upfront costs and fixed payments—but it comes with specific legal obligations and long-term commitments that you should fully understand before signing. Here are the key legal implications to consider: Legal Considerations in a Finance Lease Agreement: Binding Long-Term Obligation: A finance lease is typically non-cancellable during the lease term, meaning you are legally obligated to make payments for the entire duration, even if you no longer need the property. Ownership vs. Use: You do not own the property under a finance lease. You are leasing it for an extended period, often with an option to purchase at the end. However, all the risks and responsibilities of ownership—like maintenance, insurance, and taxes—may still fall on you. Lessor’s Ownership Rights: The leasing company retains title to the property during the lease term. If you default, they typically have the right to repossess the property and pursue you for any remaining balance. Fixed Monthly Payments (But Watch for Hidden Costs): While the fixed payments seem attractive, be sure to review: Interest rates Late fees or penalties Additional service charges or fees tied to property upkeep End-of-Term Options: Understand your rights at the end of the lease: Can you buy the property? Are there residual value payments? Will you owe fees for wear-and-tear or restoration? Termination & Default Clauses: Read the fine print on what constitutes default and whether the lessor can accelerate payments or take legal action if you miss a payment. Impact on Financial Statements: A finance lease may appear as a liability on your balance sheet, depending on how the lease is structured. It’s wise to consult with an accountant on this point too. Before moving forward, I highly recommend having the lease agreement reviewed by an attorney. This will ensure the terms are fair, your risks are understood, and you are fully protected. If you would like assistance reviewing or negotiating the terms of your finance lease, I am happy to help. Best regards, Jerome Lucas Newell, Esq. Commercial Lease & Business Contracts Attorney

Hi there, A Cloud Services Agreement is a critical document that defines the relationship between your business and the cloud provider. To protect your business’s operations, data, and interests, the agreement should include several essential provisions. Here is a breakdown of the most important clauses to include: Key Provisions in a Cloud Services Agreement: Scope of Services: Clearly define what services will be provided—such as storage, computing, backup, analytics, or software hosting—and whether they include onboarding support or technical assistance. Service Level Agreements (SLAs): This outlines uptime guarantees, performance benchmarks, and penalties or credits if the provider fails to meet them. Look for commitments around downtime, latency, and response times. Data Ownership & Access Rights: Your agreement should state that you retain ownership of your data at all times and have the right to access, retrieve, or delete it when needed. Data Security & Compliance: The provider must implement industry-standard security measures. Make sure the agreement addresses encryption, access controls, data breach notification protocols, and compliance with relevant regulations (e.g., GDPR, HIPAA). Confidentiality: The agreement should include strong provisions to protect your confidential business information and trade secrets. Termination & Data Return: Specify what happens if you end the contract: How will your data be returned? How long will it be retained after termination? Will they securely delete all copies? Disaster Recovery & Backup: Ensure there are clear procedures for data backup, redundancy, and recovery in the event of a system failure or breach. Liability & Indemnification: Limit your liability while ensuring the provider is responsible for issues like data loss, service outages, or unauthorized access caused by their negligence. Pricing & Payment Terms: Include clear details on cost structure, billing frequency, overage charges, and whether pricing can change during the contract term. Subcontracting & Data Location: Ask whether your data will be handled by third-party vendors or stored in specific geographic locations—and make sure you’re comfortable with both. Having a well-drafted Cloud Services Agreement ensures your business transitions to the cloud securely and confidently. If you would like help reviewing or negotiating terms with a provider, I would be happy to assist. Best regards, Jerome Lucas Newell, Esq. Business & Technology Contracts Attorney

Hi there, Whether a Video License Agreement allows you to use the videos for commercial purposes depends entirely on the terms of the specific license. Not all video licenses are created equal, and the permitted uses can vary significantly. Here are a few key points to consider before proceeding: How to Know if Commercial Use is Allowed: Check for “Commercial Use” Language: The license should explicitly state whether commercial use is permitted. Look for terms like: “Commercial use allowed” “Use in advertising or promotional content” “Monetized projects” Distinguish Between License Types: Personal or Editorial Use: These usually do not permit use in product promotions or paid campaigns. Royalty-Free or Commercial Licenses: These often do permit business use, but always check the fine print. Watch for Restrictions or Limitations: Even if commercial use is allowed, some licenses limit: The number of views or distributions Modifications to the content Platforms where it can be used (e.g., online vs. broadcast) Exclusivity & Resale: Be sure the license does not prohibit derivative or promotional use if you are editing or combining clips. Also, resale or redistribution is usually not allowed unless specifically stated. Always Keep a Copy of the License Terms: If a dispute ever arises, having clear documentation of the license terms protects you legally. Before purchasing, I highly recommend reviewing the full agreement carefully or having an attorney take a look to ensure your intended use aligns with the license rights. If you would like assistance reviewing the agreement before you proceed, I would be happy to help. Best regards, Jerome Lucas Newell, Esq. Business & Intellectual Property Attorney