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How to Avoid the Costliest SEM Agreement Mistake

By Business Contracts, Business Lawyer, Internet Lawyer, Website Lawyer, Website Legal Documents

sem agreement mistakesWhen you’re providing searching engine marketing (SEM) services to clients, the most expensive mistake you can make is not defining who owns what as part of your SEM agreement.

Whether you’re rendering SEM services as an independent contractor or as an employee, your client will assume they own what you create.

This means that if you don’t have a written agreement that defines the scope of services plus ownership, it can be an expensive legal mess to sort things out later.

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

Who Owns What?

Who owns the PPC (e.g. Google AdWords) accounts and the analytical data?

Who owns any custom coding that was done, including any APIs developed as part of providing services?

As a practical matter, you don’t want to be put in the position where you can’t use what you’ve created to provide SEM services to third parties. However, clients won’t be pleased to discover they paid you for SEM work and then you sold similar services to their competitor too. In short, they will feel cheated.

So what’s the solution?

Although there isn’t a one-size-fits-all answer to that, a good starting point is a provision in the SEM agreement where you retain ownership but provide a limited license to use the intellectual property (IP) you created for the client that enables you to license the same IP to others.

Some prospective clients will balk at this idea if they believe you’re going to sell the same SEM services to their competitors.

How do you respond?

First, explain to the prospect that the IP you create is the lifeblood of your business and that giving them exclusive ownership over key parts would in essence put you out of business.

If the prospective client still objects, offer a compromise that limits your use of the IP with one of their competitors for a reasonable period of time (e.g. 2 to 3 years). However, this should be a final offer not the starting point of negotiation.

Be careful when you do offer to restrict your future services to competitors. If the current prospect is a small fish, sometimes it’s better to wait for a bigger better deal with a large competitor of the prospect than be frozen out of that market for a few years because of a non-compete restriction.

Where do you get an SEM agreement?

Your Internet lawyer can prepare an SEM agreement that’s designed to protect your interests and can be customized on an as-needed basis to serve individual client needs in order to get a deal done that’s good for both you and the client.

Does Selling on eBay Make You an Auctioneer?

By Internet Lawyer

auction auctioneerPennsylvania enhances its bad reputation for being anti-business by threatening a stay-at-home mom with $10 million in fines for selling items on eBay without having an auctioneer’s license. The commonwealth is deciding whether to require an electronic auctioneer’s license (with a licensing fee) or to permit online auctions without such a license.

You can read more about it at in Bob Fernandez’s article titled “Pennsylvania takes on online auctions.”

What to learn from her experience? Here are three lessons: Read More

Licensing Agreements Can Grow Your Business

By Business Contracts, Business Lawyer

A license agreement is a contract in which one party grants another party permission to do something that would otherwise be illegal. These types of licenses are common for intellectual property protected by copyright, patent, or trademark. It can include a proprietary way of doing business, such as real estate investing or even operating a yoga studio.

Licensing agreements are more flexible than franchises because they are not heavily regulated by the government, are more flexible, and are less expensive to create and control than a franchise. Licenses promote entrepreneurs instead of suffocating them with a one-size-fits-all method of doing business one finds with franchises.

There are two primary ways to grow your business through licensing: (1) find others who are willing to pay licensing fees for what you own and make money by replicating your business through these licensees; and (2) become a licensee for the rights to something that would be profitable for your business to use.

If you’ve invented the wheel, license it and make money. If you haven’t, don’t reinvent it. License it from the inventor.