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.

Asset Purchase Agreement: 7 Supplemental Documents When Buying A Business

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Asset Purchase Agreement: 7 Supplemental Documents When Buying A BusinessAlthough an asset purchase agreement plays a vital role when buying a business’ assets, there are other important legal documents used in the transaction to ensure that you get what you want from the deal whether you’re the buyer or the seller.

Common Documents For Buying A Business’ Assets

Here are 7 documents an experienced business contracts attorney will frequently use to protect clients for business asset acquisitions.

1. Letter of Intent (LOI) – The LOI is a broad overview or outline of the proposed transaction. If there’s agreement on the LOI’s terms and conditions, an asset purchase agreement will flesh out the details after due diligence is performed.

2. Bill of Sale – A bill of sale is commonly used for transfer of business assets that aren’t real estate.

3. Intellectual Property (IP) Assignments – This type of legal document is used to assign ownership of patents, trademarks, and copyrights from seller to buyer. In some instances, a license may be used instead where the seller retains IP ownership. Or, the seller as an IP licensee may transfer its license to the buyer.

4. Memorandum of Asset Purchase – A memo is a great way to identify that an asset purchase has occurred without going into detail. The memo can be used with third parties while maintaining confidentiality for important terms and conditions (e.g. price) found within the asset purchase agreement.

Related Article: Asset Purchase vs Stock Purchase – How To Buy A Company

5. Escrow Agreement – This agreement covers escrow services that protect both parties to the transaction, reducing the risk buyer won’t receive the assets or that seller gets stiffed on payment when transferring the assets. For the sale of Internet businesses, Escrow.com is a popular escrow service.

6. Business Broker Agreement – Although it’s more common for the seller to have a business broker (who lists and promotes the sale of the company), you’ll also find brokers who represent a buyer in these transactions. Regardless of which party is being represented, the broker’s agreement will describe the terms of representation, including when and how the broker gets paid when the business is sold (either as an asset or equity transaction).

7. Seller Consulting or Employment Agreement – Frequently, the seller will stay on for a period of time after closing occurs. If it’s an active role for more than a month, the seller will often sign a contract that describes the seller’s post-closing rights and responsibilities either as an employee or independent contractor consultant for the business.

Related Article: Sell An Internet Business – 5 Expensive Mistakes to Avoid

Of course, there are other legal documents that are used when business assets are purchased because each deal has unique characteristics. For example, if there’s seller financing, there may be a promissory note reflecting the buyer’s debt and the payments to be made.

Where to get an asset purchase agreement and related legal documents

Whether you’re buying a company’s equity or its assets, Business Lawyer Mike Young may be able to help you get the deal done right.

How To Avoid Uber’s Independent Contractor Agreement Mistake

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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.

Boost Business With Independent Contractor Agreements

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independent contractor agreementsBefore we get to discussing independent contractor agreements, let’s review the primary reason they’re so important to growing your business: focus.

Why?

As you build your company (online and/or offline), there’s a tendency to lose focus because there are so many opportunities that come your way. Whether it’s the idea that hits you in the shower or a tech article about a cool startup’s activities, there’s an urge to diversify.

Related Article: How To Use Business Contracts To Prevent A Single Point Of Failure

This week, Evernote discovered (ironically) that it wasn’t being productive because it had lost focus by selling ancillary products (Evernote-branded moleskins, scanners, etc.). So the company decided to dump all of it in order to focus on being a productivity software-as-a-service (SaaS).

“I can’t be involved in 50 or 75 things. That’s a Noah’s Ark way…you end up with a zoo that way.” – Warren Buffett

Similarly, at the heart of Amazon’s business is the sale and distribution of books. Now a logistics powerhouse, the company’s track record of burying the competition when it comes to selling books is well-known (R.I.P. Borders Books). Barnes & Noble is the struggling remaining large competitor in the “real” world.

So what has Amazon decided to do?

The company is opening brick-and-mortar bookstores that will stock about 5,000 titles each based upon data Amazon has obtained from online sales. The first store launched last month in Seattle with plans to open up to 400 more nationwide.

I’ve got a confession to make.

Like you, I get distracted by possibilities. You should see the many domain names registered for great ideas over the years that have absolutely nothing to do with my work as a technology lawyer or the legal-related tech startups that I co-own.

Related Article: Non-Compete Agreements And Independent Contractors

If your company isn’t growing as fast as you’d like, perhaps it’s time to apply the 80/20 Rule (Pareto Principle) to put the nonessential many projects on the back burner while focusing on the vital few that will move you forward.

Free Up Time With Independent Contractor Agreements

And if you’re still struggling to find time to work on what’s really important, just outsource some projects to freelancers using written independent contractor agreements. To get started, check out our Business Contract Legal Protection Package.

And, as your business grows you’ll want to consider bringing some of those outsourced projects back in-house using professionally prepared employment agreements.