Does Your Software License Take Into Account Open Source Code?

By | Software Agreements, Software Lawyer | No Comments

A common software license mistake is to claim that the licensor owns all of the rights to the code.

In fact, it’s often the case that a software application has both custom code and “borrowed” code that’s subject to open source licensing.

What this means is that an application may include code owned by two, three, or more parties…and each has separate licensing terms and conditions that apply.

If you’re a software developer, be sure that neither your dev contract nor the software license you give your client promises more than you have the legal right to give.

Similarly, if you’re a client who has paid for software to be developed, be sure to get the developer to identify which open source licenses apply to parts of the application. Understand your rights and responsibilities under the license issued by the developer for custom code and those granted per open source licensing.

An experienced software lawyer can craft language for your software development agreements and software licenses that are designed to protect you. Plus he can answer your questions about your legal rights under these documents.

Is It Time To Update Your LLC Operating Agreement?

By | Business Contracts, Business Lawyer | No Comments

When you own or co-own a limited liability company (LLC), you enjoy a lot of flexibility running the business if you have the right operating agreement in place.

Unfortunately, what was good for your company when you set up the LLC often isn’t ideal (and even harmful) as circumstances change.

Because new circumstances will change your priorities. These can include:

* adding or removing members (owners)

* getting married or divorced

* having kids

* succession planning (who will run the business when you retire?)

* changing the company’s business model

* electing to be treated like a different entity in order to reduce taxes paid

And if there are multiple members, you’ll want to make sure there’s a “Texas shootout” or other buyout provision in the LLC’s operating agreement that makes it easy for owners to leave without destroying the company in lawsuits.

An experienced business lawyer can fix your operating agreement so it makes sense based on existing circumstances while planning for the future.

How Should You Pay For Software Development?

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If you’re planning to pay for a software developer to create an app for you, how should you pay for it?

This is an important question because structuring the development contract the wrong way can cost you a fortune without even getting the app you paid for.

Ideally, the software development agreement should provide that you pay a fixed price for at least the minimum viable product (MVP) version. And that fixed price is split out into multiple payments made as certain milestones are achieved during the dev process.

It’s dangerous to pay for app development on a time and materials basis if there are no caps, deadlines, milestones, or other restrictions on the developer. In essence, you’re trusting someone to not overcharge you and to actually deliver as promised. And by the time you discover the developer is incompetent, inexperienced, or corrupt, you’ve paid out a lot with little or nothing in return.

Sometimes it makes sense to take a hybrid approach. For example, a fixed price for the MVP version of the app to be developed. And then certain improvements done on a time and materials basis.

Regardless of which method you pick, never pay all or most of a software developer’s fee up front. Chances are you’ll never get the app and there won’t be a refund either.

An experienced software lawyer can prepare an app development contract that’s designed to protect you from these and other dangers (loss of code ownership, your developer competing against you, etc.).

What if the developer insists on using his contract? Have a software attorney review it before you sign so that issues can be resolved now rather than cleaning up an expensive mess later.

Can Employers Require Employees To Get A COVID-19 Vaccine?

By | Business Contracts, Business Lawyer | No Comments

As a general rule, you can require your employees to get a COVID-19 vaccine. But that doesn’t mean it’s a good idea.

Here’s why.

OSHA has taken the position that if you make your employees get a coronavirus vaccine, then any adverse reaction to the shot by an employee is a work-related injury.

So, what happens if you have an employee that gets blood clots or even dies because of the vaccine?

Not only can you have the government breathing down your neck because of safety issues but you may find your business is a defendant in a personal injury or wrongful death lawsuit. Or at least an expensive workers compensation claim.

And that’s just the legal consequences. How do you face an injured employee or a dead worker’s family?

For now, the safer course of action is to make the vaccine optional and make accommodations for at-risk employees to work from home if possible.

If you haven’t done so recently, it’s probably a good time to have an experienced business lawyer review your employment contracts and policies to make sure you’re not at risk with regard to pandemics, epidemics, and other dangers.

Whose Business Contract Do You Use?

By | Business Contracts, Business Lawyer | No Comments

When you’re doing a deal, do you have an experienced business lawyer draft the agreement or do you work off of the other party’s agreement?

As a general rule, you get a far better deal when you start with a contract prepared by your business attorney instead of trying to fix unfavorable terms in the other side’s agreement.

And not only do you have to identify what the other party put in the agreement that could hurt your business, you’ll also want to revise the agreement to cover issues that were not addressed…assuming the other side agrees to it.

Don’t assume that “standard terms and conditions” are standard. In most cases, they’re standard only in the sense that the other party uses them all of the time and they generally favor that party (not you).

Yes, it’s easy for eyes to glaze over when reading legalese. However, if a deal is important, it should be done with the right contract to protect you and your business.

What if the other side insists on using their contract as the starting point? In some cases, you have to bite the bullet and use that. However, you can sometimes use the threat of going to their competitor to get the deal papered on your terms instead. It really depends on whether or not the other side needs to do business with you.

Regardless, start your potential deals with an assumption that your contract will be used instead of the other party’s agreement. If nothing else, you may get concessions off the bat in exchange for agreeing to use their contract during the negotiations.