Recent Answers to Washington Law Questions

Randy M.

Answered Sep 11, 2025

If you're hiring an agency to handle your social media, your contract should do more than just list services. It should protect your business. Below are the key sections to focus on, why they matter, and how to make sure the agreement works in your favor. Scope of Services Be clear on what you're actually paying for. "Manage social media" is too vague. Instead, ask for specifics. For example: "Agency will create 12 Instagram posts, 4 video reels, and 1 monthly performance report." If the contract includes paid advertising, split the ad spend from the agency’s fees. Set a limit on how much the agency can spend without getting your approval in writing. This keeps you in control and avoids unexpected charges. Content Ownership and Intellectual Property Everything the agency creates for your brand (images, videos, captions, even the working files) should be yours once it’s paid for. Ask for a "work made for hire" clause and a backup assignment of rights. It's okay if the agency keeps ownership of its own templates or tools, but you should have a forever license to use anything they include in your content. Also, they should be responsible for making sure any music, stock photos, or fonts are legally licensed, and they should cover you if anything they use causes legal trouble. Account Access and Control Make sure your business always owns its social media accounts. The agency can be added as a user, but you should stay the account owner. At the end of the relationship, the contract should require them to return or export all data, ad accounts, passwords, and analytics. This prevents them from locking you out later. Confidentiality and Data Protection Your agreement should include a two-way confidentiality clause that protects sensitive business info like customer data, ad strategy, and performance reports. This protection should last even after the contract ends, usually for two to five years. If your business handles personal data from California or the EU, the agency should agree to follow privacy laws like the CCPA and GDPR. Termination Your contract should give you two clear ways out: (1) a termination for cause that lets either side end the agreement if the other party breaches it and doesn’t fix the issue within a set time (usually 10 to 30 days), and (2) a termination for convenience that lets you walk away for any reason, typically with 30 days’ written notice. Payment and Expenses Spell out how much you're paying, when payments are due, and what’s included. A flat monthly retainer is common. Ad spend should be billed separately and backed by receipts. If other costs come up (like influencer fees or stock photos) make sure the contract says who covers them. It’s also fair for the agency to charge late fees or pause work if they haven’t been paid after a certain number of days. Liability and Risk Management The agency should protect you if something goes wrong on their end, like using copyrighted material without permission or running ads that break the rules. For bigger contracts, ask them to carry liability insurance. Most agencies will want to limit how much they’re on the hook for, usually just the amount you’ve paid them. That’s standard, but you can ask for exceptions when it comes to things like confidentiality breaches or intentional wrongdoing. Also, include a clause that says if a PR crisis hits, they’ll notify you right away and stop posting until you give the green light. Compliance with Laws and Platform Rules The agency should agree to follow all advertising laws, platform rules, and FTC guidelines. If they’re working with influencers, the contract should require proper disclosures like “#ad” or “sponsored.” This keeps your brand out of legal trouble and makes the agency responsible if something slips through. Independent Contractor Status Make it clear that the agency isn’t your employee. This keeps you protected from tax issues and makes it clear they’re responsible for their own team, benefits, and taxes. Dispute Resolution and Governing Law Pick your home state’s laws to govern the agreement. It’s smart to require a step like mediation before either party can sue. It can save a lot of time and money if a disagreement comes up. Sample Clauses You Can Use: Ownership Clause: “All content, graphics, videos, captions, and advertising materials created by Agency for Client shall be deemed works made for hire. To the extent any such materials do not qualify as works made for hire, Agency hereby assigns all right, title, and interest in such materials to Client upon full payment.” Termination Clause: “Either party may terminate this Agreement for convenience upon 30 days’ written notice. Upon termination, Agency shall deliver to Client all content, data, credentials, and materials created or maintained on Client’s behalf within 5 business days.” The Final Analysis Whether you need a quick contract review or full legal support, Contracts Counsel’s experienced lawyers are ready to guide you every step of the way. They’ll make sure your business is protected and your social media marketing partnership starts on solid legal ground.

Randy M.

Answered Sep 10, 2025

If your website uses cookies to track visitors, you may be subject to strict privacy laws in the United States, Europe, Canada, and beyond, including the GDPR, UK GDPR/PECR, California’s CCPA/CPRA, and Quebec’s Law 25. Failing to comply can expose businesses (even small e-commerce sites) to fines, audits, or enforcement actions. GDPR, UK GDPR, and PECR If you have users in the EU or UK, the strictest rules apply. Non-essential cookies such as analytics, advertising, or social media tracking can’t be dropped until a user has given valid consent. Valid consent under GDPR must be freely given, specific, informed, and unambiguous. That means no pre-ticked boxes, no “by continuing to browse you consent,” and no dark patterns where “Reject All” is buried or harder to find than “Accept All.” Essential cookies, like those used to keep items in a cart or for login security, don’t require consent but still must be disclosed. Users must be able to withdraw consent just as easily as they gave it, which usually means a persistent “Cookie Settings” link at the bottom of the site. ePrivacy Directive This European law creates the consent requirement for storing or accessing information on a user’s device. It works alongside the GDPR, which sets the standard for what valid consent looks like. Together they form the backbone of EU cookie regulation. California CCPA/CPRA In California, the rules are different. You don’t need opt-in consent for cookies (except for minors), but you do need to provide disclosures and an opt-out. If you allow third-party advertising or analytics cookies that could qualify as “selling” or “sharing” personal information, you’re required to display a clear “Do Not Sell or Share My Personal Information” link. You must also process the Global Privacy Control (GPC) browser signal automatically as an opt-out. For minors, there are special rules: under 13 requires parental consent for selling or sharing, and between 13 and 16 requires the user’s own opt-in. Other U.S. State Laws States like Colorado, Connecticut, and Virginia now require opt-outs for targeted advertising and profiling. Colorado goes a step further and requires honoring state-designated universal opt-out mechanisms, not just GPC. This means your systems need to detect and act on these browser signals in real time. Quebec’s Law 25 Quebec has taken a more EU-style approach. Non-essential cookies and other tracking technologies require prior, express consent. If you’re serving Canadian users, especially in Quebec, you’ll need to design your banner and policy closer to GDPR standards. What to Include in a Cookies Policy A legally compliant policy should be easy to find, typically linked in your site footer and from the banner itself. It should contain: • A plain language explanation of what cookies are and why you use them • Categories of cookies (necessary, preference, analytics, advertising) with examples and purposes • Duration of storage (session vs. persistent cookies) • Identification of third-party cookies, including names of providers and links to their policies • Instructions for users on how to manage or withdraw consent, both on your site and through browser settings • A description of how refusal of non-essential cookies may affect site functionality • Contact details for privacy inquiries and a clear “last updated” date Compliance in Practice Use a consent management platform or a tag manager configuration that blocks all non-essential cookies until consent is given in the EU, UK, and Quebec. Design your banner so “Accept All” and “Reject All” are equally visible, with a “Customize” option for granular control. Keep consent logs that record when consent was given, which categories were selected, and the version of the banner in use at the time. Regulators may ask to see this. If you’re covered by CCPA/CPRA or other U.S. state laws, make sure your systems detect and act on GPC or state-mandated universal opt-out mechanisms. If you’re relying on third-party ad tech or analytics vendors, check their contracts to confirm they’ll honor these signals downstream. Avoid cookie walls that block access unless a user accepts all cookies. European regulators generally view that as invalid because consent isn’t freely given if there’s no real choice. Review and update your policy regularly. If you change vendors, add new tracking tools, or alter how you use cookies, update the policy and refresh the banner if needed. Protect Your Business Regulators are imposing multimillion-dollar fines for cookie violations. Contracts Counsel’s privacy attorneys can draft compliant policies and consent systems tailored to your business and aligned with 2025 legal requirements.

Randy M.

Answered Sep 6, 2025

Navigating the legal side of advertising is complex, nuanced, and easy to misstep if you’re not paying close attention. Most small business owners don’t realize how many rules apply until they find themselves out of compliance. The Federal Trade Commission (FTC) leads the charge, but there are also email marketing laws, state privacy regulations, and product-specific requirements you need to stay aware of. Start With Truth-in-Advertising Every claim you make needs to be true and backed up. That sounds simple, but it goes deeper than avoiding outright lies. The FTC cares about the overall message your ad sends. For example, if you call your jewelry “hypoallergenic,” you need scientific proof. If you say your candle burns for 40 hours, you should have tested it to confirm that. Even more subtle claims like “professional quality” or “restaurant-grade” set certain expectations. If a typical customer sees your ad and walks away with the wrong idea, even if you didn’t mean to mislead them, that’s still a problem. What you leave out matters too. Omitting key details can make a technically accurate statement deceptive. Disclosures Aren’t Optional Disclosures have to be clear and easy to find. That means they need to appear right next to the claim they’re explaining. Burying them in a terms of service page won’t cut it. On mobile, this gets tricky because space is limited, but the rule still applies. Online, the disclosure needs to be visible without scrolling or clicking. On platforms like Instagram Stories, that means overlaying it directly on the image. For videos, include both visual and spoken disclosures since some users will watch with the sound off. Endorsements and Influencer Content If someone promotes your product in exchange for anything of value, you’re in endorsement territory. That could be cash, free products, or even perks. The promoter needs to clearly say what the relationship is. Phrases like “paid partnership,” “gifted,” or just plain “#ad” work. Vague tags like “collab” or “thanks” don’t. It doesn’t matter if the connection feels obvious. If your sister posts about your products and her audience wouldn’t automatically know you’re related, she still needs to disclose that. The FTC has gone after both brands and individuals for not doing this properly, and the fines aren’t small. Managing Reviews and Testimonials The FTC’s new 2024 rules raised the bar. You can’t buy fake reviews, cherry-pick only the good ones, or hide bad feedback. You also can’t post employee reviews without making that relationship clear. If you offer a discount or freebie in exchange for a review, that has to be disclosed with the review itself. Not just during the collection process. If someone got a product for free and later posts a review, even if you didn’t ask for one, that connection still needs to be mentioned. Email Marketing: Know the Basics The CAN-SPAM Act applies to every promotional email you send. That includes messages to current customers. Your "from" line must reflect who you really are. Your subject line can’t be misleading. Every email must include your physical address and a clear way to unsubscribe. If someone opts out, you have ten business days to remove them. You can’t charge a fee to process the request. You’re also on the hook for what your email service provider does on your behalf. Don’t Ignore State Privacy Laws More states are passing privacy laws that affect how you handle customer data. California’s law kicks in if you hit certain thresholds like $25 million in annual revenue, data on 100,000 residents, or making half your income from selling personal data. Other states like Virginia, Colorado, and Connecticut have similar laws with different cutoffs. These usually require a privacy policy, give consumers control over their data, and include opt-out tools for targeted ads. If you’re advertising on platforms like Facebook or Google, you might need to adjust your settings based on where your audience lives. Know the Rules for Your Products Depending on what you sell, you may need to comply with additional regulations. Products for children must follow strict safety testing and certification rules. Textiles need labels showing fiber content. Some products need to list the country of origin. If you sell personal care items like soaps or cosmetics, FDA labeling rules apply. Food products have their own set of requirements. Even jewelry can trigger rules if it includes certain materials or makes any kind of health-related claim. Platform-Specific Limitations Every advertising platform has quirks that affect compliance. Twitter’s short character limits can make it tough to include disclosures. TikTok moves fast, so it’s easy for important info to get lost. Instagram limits where and how you can add links or overlay text. The key is to make sure your disclosures actually show up within the format you’re using. If you can’t do that, either adjust your claims or switch platforms. One size doesn’t fit all here. How to Put It All Into Practice Start by reviewing every claim in your ads. For each one, ask: Can I back this up? If not, either get the evidence or change the claim. Make sure your disclosures are easy to find and understand across every platform you use. If you work with influencers, update your contracts to include disclosure rules and check their posts regularly. For reviews, set up a process that keeps things authentic and legal. Go through your email marketing setup and confirm it matches CAN-SPAM rules. Look into privacy requirements even if you don’t think they apply to you yet. The laws are changing quickly, and it’s better to be prepared. As your business grows, the legal risks grow with it. These rules form a solid starting point, but once your marketing gets more complex, it’s smart to consult an attorney who specializes in advertising law. A little proactive work now can save you from expensive problems later.

Randy M.

Answered Sep 5, 2025

You might think that because you wrote the code, you have the right to share it, but that’s not how developer agreements usually work. In Washington State, these contracts are enforceable, and they can absolutely stop you from sharing or reusing code you created during a project. It really comes down to ownership, and under most contracts, that ownership belongs to the company, not you. Let’s Talk About Who Owns the Code When you sign a developer agreement, you’re usually agreeing to one of two things: either it’s a “work-for-hire” deal or you're assigning your intellectual property rights. Either way, the result is the same. The company owns whatever you build for them. Since they own it, they get to decide what happens to it. Even if you’re the one who wrote every line, that doesn’t mean you have the right to reuse or share it if you’ve already signed those rights away. This kind of setup is standard in the tech world. Companies need to protect their IP, especially when it includes competitive advantages or trade secrets. That’s why they ask developers to assign rights and agree to keep things confidential. What About Washington State Law? Washington does offer some protection to developers, but it’s limited. There’s a statute, RCW 49.44.140, that says employers can’t claim ownership of inventions you created entirely on your own time, using your own resources, and completely unrelated to their business. That sounds helpful, but here’s the catch. It only applies if you’re an employee, not an independent contractor. And even then, the second your work overlaps with their business or involves any company resources, the protection probably doesn’t apply. So if the code you’re writing is part of a contract, or even just loosely connected to the company’s business, then the company likely owns it. Why This Matters If you violate the agreement, you’re not just risking a slap on the wrist. The company could send a takedown notice to GitHub, file for an injunction, or even sue for breach of contract or copyright infringement. If the code includes anything proprietary, like business logic or algorithms, they might also go after you for trade secret misappropriation. And beyond the legal problems, there’s your reputation to think about. Word travels fast in development circles, especially in local communities. Getting labeled as someone who mishandles IP can make future contracts harder to land. How to Protect Yourself The good news is that you still have leverage before you sign. A lot of companies start with broad IP assignment language, but they’re often open to carving out exceptions. You can ask to include a “prior inventions” schedule that lists tools, frameworks, or libraries you already created. That way, you can keep using your own work in other projects. If open-source contribution is important to you, say so upfront. Some companies will allow developers to contribute non-proprietary or generic components to open-source projects, especially if those contributions don’t compete with their business. Just make sure it’s all clearly spelled out in writing and approved in advance. You might also negotiate a time limit on confidentiality terms. The company will likely want to own the core project code permanently. That doesn’t mean you can’t eventually talk about general techniques or patterns you used, especially after some time has passed. Smart Moves Before You Sign Before you agree to anything, take a moment to list any existing code or tools you plan to use. Try to get those explicitly excluded from the IP assignment, or at least confirm that you’ll retain the right to use them elsewhere. And again, if open-source is part of your career plan, be upfront. Get language in the contract that allows you to publish select components with written approval. If you develop a useful utility during the project and think it might have broader uses, talk to the company before the contract ends. See if they’d be open to letting you open-source it or license it back to yourself for use in future projects. When It’s Time to Bring in a Lawyer If all this feels high-stakes, and it often is, consider having a tech-savvy attorney take a look. A good lawyer can help spot overly aggressive clauses, suggest better language, and help you protect both your rights and your long-term goals. This is especially important if you’re actively contributing to open-source or if you’ve built up your own libraries over time. A little legal help now can save you a lot of trouble later.

Merry K.

Answered Sep 2, 2025

Based on what you’ve described, once the option period has expired without the buyer exercising their right to purchase, the option agreement is generally no longer enforceable and you are free to market the property to other buyers. To protect yourself, review the exact language of the option agreement to confirm whether it provides for automatic termination upon expiration, and consider sending the buyer a written notice—ideally by both regular and certified mail—confirming that the option has lapsed and that you are releasing the property for sale to others. Please be advised that I provided this information for educational purposes, and no attorney client relationship has been formed.

Randy M.

Answered Aug 26, 2025

A Single Member LLC creates a legal wall between your personal finances and anything that happens in your business. Without it, you're fully responsible for business debts and lawsuits. That means if something goes wrong, your personal savings, home, or car could be on the line. But the LLC only protects you if it's set up correctly and you keep it compliant over time. Start by choosing a name for your business. It has to include "LLC" or "Limited Liability Company" and be different from any other business name already registered in Washington. You can check availability on the Secretary of State’s website. Not ready to file yet? You can reserve a name for 180 days for 30 dollars. Next, you need a registered agent. This is someone with a physical address in Washington who can receive legal notices. You can be your own agent, but your name and address will go on public record. If that’s not ideal, hire a registered agent service. They usually charge between 59 and 300 dollars a year and offer more privacy. Then file your Certificate of Formation with the Secretary of State. This makes your LLC official. Filing online costs 200 dollars and is processed in about two business days. Mailing it costs 180 dollars but takes longer. You’ll also need to file an Initial Report within 120 days. If you do it during the formation process, it’s free. If you file it separately later, it costs 10 dollars. Even though it’s not legally required in Washington, make sure to write an Operating Agreement. This document proves that your business is separate from you personally. It helps protect you legally and is often required to open a business bank account. Even if you’re the only owner, the agreement should explain how the business is managed, how profits are used, and what happens if you close it. You may also need to get an EIN, or Employer Identification Number, from the IRS. If you don’t have employees and don’t file special tax forms, it’s not legally required. But in reality, most banks, vendors, and licensing agencies will want you to have one. It’s free to apply directly through the IRS website. Don’t pay a third-party service for something you can get in a few minutes yourself. If your business will make more than 12,000 dollars a year, hire employees, or collect sales tax, you’ll need a Washington business license. Apply through the Department of Revenue. The basic license costs around 90 dollars, but depending on your city or industry, you may also need extra local licenses. After your LLC is set up, keep your business finances completely separate from your personal accounts. Open a business checking account and only use it for business expenses and income. If you mix personal and business money, a court can decide your LLC doesn’t count and make you personally liable. This is called “piercing the corporate veil,” and it defeats the whole purpose of forming an LLC. You also have to file an Annual Report every year by the end of the month in which your LLC was originally formed. It costs 60 dollars. If you miss the deadline, your LLC can be dissolved by the state, which cancels your liability protection. Washington doesn’t have a personal or corporate income tax, but you may owe Business and Occupation tax, or B&O tax, based on gross receipts. That means it’s calculated on your total income, not your profit. Most service-based businesses pay 1.5 percent, but this depends on your NAICS code. Some cities also charge a local B&O tax. If you sell goods, you’ll likely need to collect and remit sales tax too. Protecting your personal assets starts with forming your LLC, but it doesn’t end there. You have to treat the business like a separate legal entity every single day. Sign contracts under the LLC’s name. Keep detailed records. File your reports. Keep your money separate. And stick to what’s in your Operating Agreement. If your business starts to earn steady profits, talk to a tax professional about switching to S Corporation tax status. It can help you save money on self-employment taxes. Also consider using a registered agent service that sends reminders and handles filings for you. It’s one of the easiest ways to stay compliant and avoid losing your LLC status due to a missed deadline. If you’re handling the setup yourself, the process usually takes a week or two. There are services that can do it for you if you want extra help, but the key is doing it right from the start and following the rules that keep your protection in place. Here are some official resources that can help: Washington Secretary of State – LLC Filing: https://www.sos.wa.gov/limited-liability-company-llc-professional-llc-pllc-filing-resource-page Corporations and Charities Filing System: https://ccfs.sos.wa.gov/ Business Licensing Application: https://dor.wa.gov/open-business/apply-business-license Get an EIN from the IRS (Free): https://www.irs.gov/businesses/small-businesses-self-employed/get-an-employer-identification-number Washington State Business Guide: https://www.business.wa.gov/ Washington LLC Statutes: https://apps.leg.wa.gov/RCW/default.aspx?cite=25.15 DISCLAIMER: This guide is for general information only and doesn’t count as legal, tax, or financial advice. Always talk to a qualified professional before making decisions or filings.