Business Contract Template: The Pros And Cons

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Business Contract Template: The Pros And Cons

Advantages

Using a professionally prepared business contract template makes a lot of sense.

Why?

Because your business attorney can customize each template to include terms and conditions that favor your company, save you time by not starting from scratch whenever you need to enter a new deal, and provide you with fundamental legal protections that shield assets and reduce the likelihood you’ll end up in court in a dispute with the other party.

Related Article: B2B Contracts – How to Avoid 4 Common Mistakes

Disadvantages

On the down side, if your contract template contains a lot of take-it-or-leave-it (non-negotiable) language, it may be considered a contract of adhesion. This means the agreement’s provisions will be construed against you as the source of the language if there’s an ambiguity.

How do you know if there’s an ambiguity?

As a practical matter, that’s typically discovered if there’s a dispute as to the meaning of a contract clause. In other words, you and the other party reasonably have different views as to what’s required by the agreement on a particular issue because the language lacks sufficient clarity.

Related Article: Business Contracts – Why You Should Avoid Email Deals

Can you avoid ambiguities in a business contract template?

Although there’s no way to guarantee your contracts are 100% free of language that can be interpreted in more than one way, you can reduce the risk of that happening.

Related Article: Breach of Contract – 5 Steps to Preventing a Costly Lawsuit

How?

Have an experienced business contracts lawyer prepare your business agreement template. For example, Attorney Mike Young can prepare a custom template for a flat fee when you invest in a Business Contract Legal Protection Package.

And if you’ve already got a standard agreement you use, have a business attorney review the contract to see if the language can be improved by removing potential and actual ambiguities, simplifying language where feasible, and boosting the legal protection you get from your agreement.

Software Development Agreement Template: Save Time, Money & Protect Yourself

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Software Development Agreement Template: Save Time, Money & Protect YourselfIf you’re a software developer or your business outsources app development, it makes sense to use a software development agreement template as the starting point for each project.

Of course, a properly prepared template will be designed to protect your legal interests (e.g. your intellectual property rights) while saving you time and money because you won’t have to reinvent the wheel.

There are two basic types of templates you’ll want to consider using: (1) the single project agreement, and (2) the multiple project agreement.

Single Project Agreement

If you’re looking at the development of a single application over a specific period of time, a software development agreement template that focuses solely on that one project makes sense. This template can serve as the basis for multiple app projects over time between different parties. For example, if you’re a developer, you can use the template for each single app project you do for different clients. Similarly, if you’re a company contracting with developers, you can use on different single app projects to retain different developers depending upon your needs for each project.

Multiple Project Agreement

When a developer is retained to handle multiple app development projects for a single client on an ongoing basis, it often makes sense to use a multiple project agreement template.

Now this type of template is typically set up as a master services agreement with essential terms and conditions that cover all projects. The master agreement is supplemented by a project work order template that’s used for each new app project. In addition, a template change order is used for modifying the terms of any particular project during development.

Related Article: Software Development Agreement – 10 Legal Issues To Cover

Why It’s Risky To Borrow A Software Development Agreement Template

Naturally, the terms and conditions within the template you use will vary depending upon your unique business needs. For example, a template that’s prepared for a company that retains software developers will contain many provisions that favor the company and disfavor the developer. If a software developer “borrowed” that template to use, it would put the developer at a distinct disadvantage when dealing with clients on everything from intellectual property rights to getting paid.

In addition, borrowing a software development agreement template can be intellectual property theft, even if given to you by someone else who routinely uses it. Like other software agreements, app development contracts are often used under license from the copyright owner (e.g. a law firm). If you haven’t paid for the right to use the agreement, you may be setting yourself up for an unnecessary lawsuit by the copyright owner.

Frankly, it makes sense to invest in having an experienced software lawyer prepare a single project and/or multiple project app development contract template you can use repeatedly in your business to get what you want while protecting yourself. Our law firm prepares app development contract templates on a flat fee basis. To learn more, check out our Software Development Legal Protection Package.

Does A Texas Martial Arts Contract Have To Comply With The Health Spa Act?

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Texas Martial Arts Contract Agreement And Health Spa Act ComplianceBiggest Texas Martial Arts Contract Mistake

One of the most common legal mistakes made in the Lone Star State by instructors is to have students sign a Texas martial arts contract that violates the state’s Health Spa Act. This is important because a contract that violates the Act is void, can lead to lawsuits, and result in penalties.

There are two reasons this mistake is made.

First, most martial arts center owners don’t know the law even exists.

Second, of those owners who do know about the law, they incorrectly believe it only applies to Texas gym membership agreements.

Related Article – 7 Things You Must Include In A Texas Gym Membership Contract

Although there are exceptions to the Health Spa Act, simply being a martial arts studio, center, or dojo isn’t one of them.

How The Health Spa Act Applies

Under the Act, a “‘health spa‘ means a business that offers for sale, or sells, memberships that provide the members instruction in or the use of facilities for a physical exercise program.” Tex. Occ. Code § 702.003(4).

The Act also states “‘facilities’ means the equipment, physical structures, improvements, including improvements to leasehold premises, and other tangible property, including saunas, whirlpool baths, gymnasiums, running tracks, swimming pools, shower areas, racquetball courts, martial arts equipment, and exercise equipment, that are located at a health spa and used to conduct the business of the health spa.” Tex. Code § 702.003(3).

According to Dallas Contracts Lawyer Mike Young, based on his experience dealing with the issue for martial arts center owners, the Texas Secretary of State’s Registration Division considers martial arts centers to be within the Act.

Getting Help With Your Martial Arts Center Membership Agreement

Do you own a martial arts center in the Lone Star State? Are you unsure if your Texas martial arts contract complies the law? Schedule a telephone consultation with Attorney Young today to get help.

IMPORTANT: Attorney Young represents owners of Texas martial arts centers and gyms.

Do not contact us if you are a member trying to get out of your contract.

Salesforce Consulting Contract: What To Include In Your Services Agreement

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Salesforce Consulting Contract: What To Include In Your Services AgreementWhen you’re a Salesforce® Customer Relationship Management (CRM) Consultant working as an independent contractor, it’s important to protect your legal rights with a professional written Salesforce consulting contract.

Popular Salesforce Consulting Services

Common Salesforce consultant responsibilities include one or more of the following tracks:

  • Administrator
  • Platform App Builder
  • Architect (App, System, Technical, etc.)
  • Consultant (Cloud, Marketing, Pardot, etc.)
  • Developer (Commerce Cloud, Platform, etc.)
  • Specialist (CPQ, Marketing Cloud Email and Social, Pardot, etc.)

Experienced consultants typically are certified for the type of work they do for clients. Note that it’s common for consulting to cover more than one of these areas in a single contract.

Is There A Standard Salesforce Consultant Agreement?

No. Although an experienced business contracts lawyer who understands technology can prepare a template agreement that meets your needs based on the services you provide, you will want to customize your contracts with each client to reflect your responsibilities.

Master Services Agreement Versus Per-Project Contract?

Multiple Salesforce Consulting Projects For Same Client

If you’re going to provide Salesforce consulting on an ongoing basis for a client that covers multiple projects (e.g. a one-year consulting gig), it may make sense to set up your consulting contract with a Master Services Agreement (MSA) that contains key terms and conditions that apply to all projects you’ll do. Written work orders and change orders can be used to customize terms for each project done under the MSA.

Single Project Consulting

If you’re only doing one project for the client (e.g. simple app development), an MSA isn’t needed. Instead, you’ll want a written Salesforce consulting contract that covers all of the important terms and conditions for that specific project. If there’s a good fit, at some point the client may want to have a longer term relationship that covers Salesforce consulting on multiple projects over a longer period of time. That’s when an MSA is something you’ll want to consider.

7 Important Issues To Cover In Each Salesforce Consulting Services Contract

Although there will be additional terms and conditions in a professional Salesforce consulting contract (confidentiality, dispute resolution, etc.), here are seven essential issues to address in your agreements whether they’re set up on a per-project basis or as an MSA with project work orders and change orders.

1. Parties. This includes the names of your consulting business and the client’s name.

2. Scope of Work (SOW). Your consulting agreement should be limited by a detailed SOW that both describes the work you’ll be doing and specifically excludes work that is beyond the scope of your agreement. For example, if the client wants you to do only app development, you should specifically exclude doing other Salesforce work (e.g. technical architect) to avoid misunderstandings as to what the client is actually paying you to do.

3. Compensation. What will you be paid, when will you get paid, and what’s the method of payment?

4. Independent Contractor Status. You’ll want to make it clear that you’re an independent consultant instead of the client’s employee.

5. Contract Beginning And End Dates. When will the consulting commence and when will it terminate? If there’s an MSA in place, can it be renewed for additional terms? If so, when and how does renewal take place?

6. Warranties. What type of warranties are you giving the client for your work and what warranties are you specifically excluding?

7. Intellectual Property (IP) Ownership. If you’re creating intellectual property (e.g. an app), you’ll want to make it clear who owns the IP. In some cases, this means retaining ownership but licensing it to the client (via a written software license). In other instances, you won’t be able to transfer ownership or license IP to the client because you don’t own the IP rights to begin with (e.g. the work is done using open source code or IP licensed from a third party).

How To Get A Salesforce Consulting Contract Prepared For Your Business

Whether you have an existing contract that needs to be revised or need a new one prepared, Business Contracts Lawyer Mike Young has experience with Salesforce consulting services agreements. To get started, set up a phone consultation with him today using our firm’s online booking system.

 

Disclaimer: Salesforce® is a registered trademark of salesforce.com, inc., as are other names and marks. 

How To Avoid Uber’s Independent Contractor Agreement Mistake

By | Business Contracts, Business Lawyer | No Comments

Uber Technologies Inc.How To Avoid Uber’s Independent Contractor Agreement Mistake has discovered that an independent contractor agreement can be costly if not handled properly.

Why? The company has been getting pounded by government agencies and courts that have taken the position the company’s drivers are actually employees instead of independent contractors.

Although the extra benefits vary by jurisdiction, they can include eligibility for a minimum “living” wage, paid time off (PTO), health insurance, retirement plan contributions, worker’s compensation upon injury within scope of employment (e.g. traffic accident), and unemployment compensation upon departure from the company.

Related Article: Independent Contractor Agreements – Should You Use Them In Your Business?

A common response to these extra costs is for Uber (and similar companies) to simply withdraw from jurisdiction by ceasing to provide transportation services.

Why Is Uber Losing These Cases?

Labor law has become very pro-employee over the past hundred or so years to correct for sweatshop abuses of the 19th and early 20th Centuries.

The legal hammer that’s used to beat down companies like Uber is the degree of control exercised over the workers. If there’s too much control, the government is going to err on the side that the work is being performed by employees rather than self-employed independent contractors.

Related Article: Boost Business With Independent Contractor Agreements

The more socialistic a jurisdiction happens to be, the less control a company will be able to have over the work being done in order to avoid an employer-employee relationship.

This is why it’s essential to have a skilled legal professional prepare your independent contractor agreements as part of your arsenal of business contracts used to protect your company.

What To Include In An Independent Contractor Agreement

Some of the issues your business lawyer should consider for inclusion in your independent contractor agreement with workers are:

  • The contract’s title and language within the agreement should make it clear that it is between a company and an independent contractor, not an employment agreement.
  • The agreement should provide the worker with considerable discretion on how and when the work is performed beyond that an employer would provide an employee for rendering the same services. For example, don’t require contractors to work identical hours as your employees unless it’s absolutely necessary.
  • The contract should make it clear the contractor is ineligible for benefits the company offers its employees.
  • The contractor should be informed that the contractor is responsible for related taxes (e.g. self-employment taxes as an independent contractor) and that the company is withholding taxes as if the contractor were an employee or making contributions to worker and unemployment compensation funds on the worker’s behalf.
  • If the work can be performed somewhere other than the company’s premises, the contract should permit the worker to do so, except with restrictions that prevent such work being performed in jurisdictions likely to find there to be an employment relationship regardless of what’s in the agreement.
  • Unless it’s not feasible, ideally you’ll want the agreement to shift the responsibility to the worker to use his or her own equipment and materials to perform the work.

Related Article: How To Use Independent Contractor Agreements

Type Of Work Matters

It’s important to factor in the scope of the work being performed before deciding whether or not it makes sense to offer employment or an independent contractor relationship to worker. If the work is ongoing and such that is typically performed only by employees, it’s going to be difficult to argue from a legal standpoint that the worker is an independent contractor instead of an employee.

For example, a receptionist who answers telephones a reception area at your company’s headquarters during weekdays from 9 a.m. to 5 p.m. with a mandatory lunch break at noon is arguably an employee even if there’s a written agreement that refers to the receptionist as a contractor. On the other hand, a telephone answering service offsite makes for a stronger case that the worker(s) fielding the calls are contractors.

The B2B Contractor Agreement Solution

Ideally, you’ll want your contract to be between two companies instead of between your business and an individual. Even if there’s only one worker involved, it’s often better to contract with that worker’s single member limited liability company (LLC) or Subchapter S corporation to have the work performed.

Related Article: B2B Contracts – How To Avoid 4 Common Mistakes

This places a much higher hurdle for the worker to overcome for claiming employment status with your company because, if anything, the worker is an employee of the LLC or corporation the worker owns that has entered into the independent contractor agreement to provide the services to your business.

If you need an independent contractor agreement or an employment contract, you’ll want to learn more about our Business Contract Legal Protection Package now.