Girija Patel: Yes, my name is Girija Patel and I am so honored to be here with you today. Thank you to Shannon for having me as one of the speakers at the summit this time. This is so exciting because you have committed yourself from turning your side hustle to a full-time commitment, where you are nurturing and you are growing your business, and I'm here today to help you the very, very important aspect of your business, the law. And I know it can be overwhelming. I know it can be something where like, Oh gosh, please stop talking. It is so boring. I'm going to sleep, but I'm going to try to make it a little bit more exciting for you. And I'm also going to help you understand in such a way where you can just embrace it because at the end of the day, law is so integrated in our businesses that you just can't run away from it. You can't hide from it, but what you can do is embrace it. So I want to make law a line item for you rather than a panic attack. So let's get started.

Girija Patel: So here we are today, we're going to be talking about protecting your business and keeping it legally legit. What does that mean even?, You know, how many of you have actually sat down and thought about and reflected on 2020? Because if anybody got 2020 this year, I think it was most of us, whether your business thrived or whether your business needed pivots or diversification, there were aspects of 2020 then made you have to really think hard about your operation, your finances, and also about the law. So if you actually sat down and thought about what areas of law did you really need, and you needed it in a more reactive way rather than a proactive preventative way. So think about that. Think about what areas in 2020 that you were like, "Oh gosh, I really wish I had a contract" or, "Oh man, I wish my contract said this," or "I wish I had an LLC right now", or I had more protection for my personal assets, just anything.

Girija Patel: And so as we move along, we're going to be talking about the different pillars of your business that need legal attention or the different legal pillars of your business. And so as we go along with that, before we start there, I just want to kind of talk a little bit about me, share with you who I am. My name is Girija Patel. I have a law practice in Houston, Texas. My main goal is to help entrepreneurs, is to help the creative entrepreneur and creative means essentially all you. It could be a photographer, it can be a web designer. It can be a blogger. It can be somebody who is in the wedding industry, anybody. And the idea is that I'm here to help you. I want to make law easy because it is so important. And I also think that we are all small businesses and it is my duty as a lawyer to help you.

Girija Patel: Because at the end of the day, we are the backbone of our communities. And I don't want you or anyone else to have big issues or your businesses to shut down because you could have been preventative with the law. And so that is my goal. It is to help you embrace law, like I said earlier, and to make law a line item and not a panic attack, I am a mom of two beautiful children in Houston. They are five, Oh, he's actually turning six. And my daughter is nine years old. I started my law career as a prosecutor and then slowly I've evolved into having my own practice. And I'm a virtual lawyer and no better time to be virtual than right now, especially. And I just love what I do. I love helping you all. I love sharing my knowledge and I love, love, love seeing you thrive.

Girija Patel: And so this is such a joy for me to be here with you today. So thank you so much. Now because I'm a lawyer, I have to give a disclaimer also that essentially the information that I'm sharing with you today is for educational, informational purposes only. It is not meant to be legal advice and not meant to be taken for legal advice because it can apply to many, many different industries and not just your own specific business. If you do have questions now, I really encourage you to go out and talk to a lawyer that you trust and that you connect with because it's really important to have one on your team. So I wish you all the best with that. And if you need some guidance, please reach out to me. I'll be giving you my contact information later on. So now I'm going to start by asking you something, what are some ways you're protecting your business right now?

Girija Patel: Write it down quickly, whatever you were thinking of, you know, whether it's the contracts, whether it's your entity, whether it's insurance, what are some ways that you're protecting your business or you think you're protecting your business. So I'm going to give you a few seconds to write that down and then write down just quickly, whatever you're thinking. When I first talked about 2020, what are some ways you wish you were protecting your business and how do you wish you had protected it, or you need to protect it, like it's on your to-do list. And it's just something that you need to do. And you can just quickly jot that down. So now that we have these two lists of ours, areas that we think be protected and then areas that we want to protect, let's move on a little bit more and we can see what areas we do need to protect.

Girija Patel: Now, the first protection of layer that you have in your business. Actually protection comes in many layers. It's not just one layer and each time you add something, it makes it harder to dig deep into that business when somebody is trying to sue you, or if there is litigation pending up ahead. And so what I like to do is with my clients and with my platform, I want to encourage prevention. I don't want you to be reactive all the time. I want you to be preventative because when you're preventative, you can mitigate the costs. You can mitigate the impact of litigation and/or any other type of loss that you might be incurring, or a season where it's just so hard, like 2020 might've been very hard for some of you. And so having those layers of protection can actually reduce the impact. It can make the blow less.

Girija Patel: So you're not like totally impacted and you're thrown out of the car and rolling somewhere. And, you know, you could just be like, it hit me, but I'm okay. I can still stand back up on my feet. And so that is the goal is to have those preventative measures in your business. So the different layers of protection that we have is one, the business entity formation, the intellectual property protection, insurance, website and contracts. I'm going to be covering these different layers. Now, of course, there are so many other aspects in your business that have legal aspects to it as well. And it's really integrated with the law, but these are the really big areas that law is very prevalent in your business. So the first one is business formation. Gosh, what does that even mean? So I'm sure some of you might be LLCs here, or some of you just, you know, said, Hey, I'm going to start a business. Or some of you might be a two or three owner business. And so entity formation is just the way your business is formed. And then because of the way it's formed, you have different implications for liability and for taxes.

Girija Patel: So

Girija Patel: Your entity formation, while today there's like there's many entity formations. You know, there's like the limited partnerships, limited liability partnerships. And again, there's a sole proprietorship general partnership. There's a limited liability company, there's corporations and S corps, there's also not-for-profits. But today I'm really going to focus on just the sole proprietorship and the limited liability company, and the corporation. Going to kind of give you a very quick 411 on all of that. If you do need some more information, I do have a lot of resources on my website at www.gbplaw.com. And you can definitely go in there and get a lot of different resources and how to use any information like that as well.

Girija Patel: But just quickly, the Sole Proprietorship/General Partnership, this is literally like you woke up one day and you're like, I'm going to start this business and you start it. And then that's it. Usually in most of the States that you are working out of, you don't have to apply for a sole proprietorship or general partnership. The only thing that sometimes you need to do is that if you are working as a DBA, doing business as, also known as assumed name, you might want to go register that in the County that you're working in, but really you don't even have to do that. It's, literally, there's no filing required, but because there's so much ease to it, there has to be something that you give, right? There's a trade-off there. And the trade-off is that there's no protection of your business and your personal liabilities and your assets.

Girija Patel: So, I mean, there's no separation between that. Whatever happens in your business applies to your personal assets. So in the event that there is something that happened in your business and your you're getting sued, your personal assets are at stake at that point, also. So while Sole Proprietorship or general partnership is easy to start, it also comes with a high risk factor or high risk exposure factor. But on the flip side with taxes, generally, you have pass through tax. So what that means essentially is that you're not being double taxed. So while your business is making money, and while you are getting income from that business as wages or salaries or whatever, you're not going to be taxed on the income that you make in your business and then on your salary also. It is just considered one. So that's the beauty of the sole proprietorship and general partnership, but it comes at a cost where you have a very, you have a very high exposure to liability.

Girija Patel: And you know, this is something that when people are asking you, what should I do, which way should I go? I generally tend to say, well, let's talk about your exposure to liability. What are the risks that you have in your business? And it could be the most minute, you know, something that's just so immaterial risk versus something really big, but just write it all down, see what the risks are and seeing what your capacity is. Can you, can you handle that if something would happen, would you be able to handle that risk? And if you can great, if you cannot, then you might want to up your game a little bit and get into the LLC realm. And I love LLCs, but before we jump to that, I'm going to talk to you a little bit about the corporation, the corporations, S Corp, and they're a little they're on a different level than the LLC.

Girija Patel: So LLC is kind of like the middleman between corporations and sole proprietorship or general partnerships. And with the corporations, the liability is essentially just, there's a separation between the owners and the company. So something happens in the company, the owners are not usually personally liable for that unless they have done something egregiously wrong, and they have done something maliciously wrong where they actually should have not done it. And then they can become personally liable at that point. However, if something were to happen in your business, in your corporation, generally your personal assets are not at stake. Now, with corporations also, there's a lot of paperwork that comes with it, annual filings, annual this, annual that, meetings that you have to do. So you have to make sure that you are up to date with whatever your state requirements are. And those are easy to find out at the secretary of state's office.

Girija Patel: It's a website, it's a government website and certainly not the most user-friendly website, but it's there and it's packed with information and you just have to be able to navigate it and find it. And they usually have a great search engine there and kind of do that as well. If not, call. those people love helping you at the secretary of state's office as well. Now, taxes. Again with taxes with the corporation, now there's no pass through income. So you're double taxed, you're taxed at the company level, and then you're taxed at the personal level as well, unless you file for a S-corp, and then that is a separate filing. After you're done the corporation as a separate filing, usually where you say I'm going to be passed through, and then the owners share the net profits and net losses of the business and report their shares as personal income taxes.

Girija Patel: You have to, if you are doing the S-corp we have to file that in addition to the corporation filing. So corporations are great. Corporations are great if you have an outlook and vision that you want to sell your business one day, or you're looking for money from other people. So what I mean by that is you're looking for investor money or you're looking to eventually go public with your business. And so if you have those goals and those visions with your business, then having a corporation from the get-go is a good idea. So if you're a startup company in the tech world who I actually have a lot of companies that are startup as well, then maybe corporation is the rep for you to right now, because it's really tough to do that conversion when everything is very much complicated on the financial side of your business.

Girija Patel: So if you are looking to do later on grow your business in such a way where you're having investors come in, or you're looking to sell your business eventually to a bigger company, corporation might be the route for you. We're going to talk a little bit about the LLCs, right now because I kind of love them. In fact, they're the best in my opinion, but they may not be the best if you have a certain growth plan or you have a certain way of doing things and you know, may not be for everybody, but I truly love them. And I love them because they're actually a hybrid between

Speaker 3: The Sole Proprietorship

Girija Patel: and the corporation. And you kind of almost get the best of both worlds because you get that protection, you get that corporate veil as they call it in the legal world where it can't be pierced, unless you have done something intentionally wrong. And so it's protecting your personal assets, it's protecting your personal income that you're making. And also you're not double taxed at that time. Yours is passed through income. So it's, you're getting the protection and you're also not being double taxed. Now, each state varies on the requirements of the LLC. In Texas, we literally just pay one fee when we are registering and filing for the LLC. And then that's kind of it. You might have some state taxes and you know, things like that, but that's separate. For the LLC to be holding true, you don't have to have annual fees that you're paying. Now in places like New York, I think you have to have annual fees.

Girija Patel: Plus you have to tell everybody, you have to publish it, that you are getting an LLC. California also has some specific rules. So I do highly recommend you going to the secretary of state's office website and checking it out or talk to an attorney in your state and figure it out as well. LLCs are really a great way to protect your business. And overall, when your entity is formed in a legitimate way, what happens is that you can easily open up bank accounts. You can easily do business with other businesses, and especially if you're in manufacturing or if you're in distribution or something like that, having an LLC really provides protection, but it also legitimizes your business. So it's definitely something to think about. So now, things to know, like I talked before the pros and cons, you want to make sure that you can make your pros and cons, and weigh out your exposure to risk, your tax preferences, and also your growth plan. You can write it all down and you can kind of go from there.

Girija Patel: Now, next

Girija Patel: layer of protection that you have in your business is your intellectual property. What is intellectual property? I mean, we hear it all the time. What is it? So intellectual property can be your copyright. It can be a trademark. It can be your patent. It can be your trade secrets. And so these are the different types of intellectual property. I'm really going to only talk about though, in this presentation, about trademark and copyright, because most of you are creating some type of content that was protected by copyright. And then you also have a trademark somewhere or the other. Usually what's protected is your logo, your slogans, your colors or designs. Think about Louboutins or Tiffany boxes. Your blog is protected by copyright because it's usually an original work of authorship in a tangible medium. So whether that is electronic or digital or whether that is an actual piece of paper it's put into a tangible medium. So it could be a photograph. It could be a sculpture, it could be wall art that you've created. It could be, you know, a lot of things, e-courses workshops, workbooks, things like that. It's so much more that you have in there.

Girija Patel: So how do you protect your intellectual property? Well, you can register your trademark in the United States, patent the patent in the trademark office, and you can also register your copyright at the US Copyright office. Now there is a common law protection that comes with your trademark and that comes with your copyright. So the minute you create the name, it refers to you and you just want to make sure nobody else is using it. So just kind of do a little quick search before you start using a name for your business and just make sure nobody else is using it, because then you can have your claim to fame on that name. And I do highly suggest though, if your name is such where you are committed to it and where you are really earning a lot of revenue on that, you might want to go ahead and start the trademark,

Girija Patel: trademark registration process. Now trademark registration does, it's a little bit more expensive, and it does require some more time. But if you know something is going to be, you're committed to it, whether you have already started it or launched it, or whether you have not, do it. If that is something that you are like, this is it, then just file for that trademark. It is expensive, but it's definitely an investment in your business. With copyright, also, I tell my clients that if you are earning a lot of revenue on a piece of content that you've created, whether it's an e-course or whether it is your blog posts that you are earning a lot of revenue on, I would go ahead and actually copyright and register that in your copyright office, because what it does is that it gives you extra protection from common law.

Girija Patel: So common law you get base protection. And then when you file, you get another higher level of protection where now you can get statutory judgment. And so you can get basically statutory protection also, and not just common law protection. And what I mean by statutory is like it's, statutes, it's, you know, the code books protection, and you can also maybe get, you know, extra money from the court because you have already registered. And with, the thing with trademark is that once you do register, even if you don't register, you need to police it and you need to make sure that people are not abusing your name, abusing other, your logo, your slogan, anything that you're using, that they're not abusing it and using it because once they start using it and too many people use it, it could get diluted and lose the trademark protection at that point, whether you have registered it or not.

Girija Patel: So here you go, "I am not registered, OMG, what am I supposed to do? Am I still protected?" And like I said before, yes, you are. You have the common law protection and you can definitely claim that protection as well. Now, a quick pro tip, but you can actually easily do is on the bottom of the content that you're creating, whether it's your website, whether it's any type of material or content blog, whatever you're creating, write down this with, this C, date, company name, All Rights Reserved. And then the trademark, you can always add a TM to whatever you're creating, and you can only do the R with a circle around it once you have officially registered, and it has been filed by the trademark

Girija Patel: office.

Girija Patel: So a Trademark is a word phrase, symbol, design or combination that's used to distinguish one business from another. So it's really about how the consumer is actually taking in the information and digesting it and how they're seeing it. So it's not about you, it's about your consumer. And so for example, the Louboutins, a classic example of the red bottoms, and so not only is their color trademark, but the fact that they put it the way that they put it, that's also trademarks. And so that's something there. And the M that you have on McDonalds. Now McDonalds is actually not just in the McDonalds trademark, the name, the M is also trademarked as their logo, and "I'm loving it "as also trademark as their slogan. But all of the ways to *inaudible* is copyright protected as well. And now if you're from Texas, who knows Buc-ee's because you cannot do a road trip without stopping at Buc-ee's, it is literally the best place on this planet.

Girija Patel: Okay. That's a, that's a stretch, but it's really amazing. And if you ever come across one, please stop it. It's just so amazing, but okay. Buc-ee's is actually, they actually got into a lawsuit with another company who was kind of using a similar logo, not exactly the same and Buc-ee's won because they were like, you're confusing the consumer. And that's the whole idea that you just cannot confuse the consumer with the brand distinguished marks that you're using. And so if it is confusing a consumer and you were the first to use something, you definitely have the right to sue somebody as infringement of your trademark.

Girija Patel: Copyright is a form of protection in the US Constitution. And it's again, original works of authorship fixed in a tangible medium. So it covers both published and unpublished works also. So you don't have to be an author to be protected by copyright. I could, this, what I've created right now is protected by copyright. And so things like this is all, you know, all of these are protected. They don't have to be officially registered, but registration gives, affords you more protection and also affords you statutory relief that you might not be able to get if you were not registered. So some common forms of intellectual copyright protection is literary, dramatic, musical artistic works, poetry, novels, movies, songs, computer software, architecture. So for you all, it could be your blog post. It could be the websites that you are well, not the websites that you're creating, unless you're retaining ownership of it, but it could also be, you know, any type of eCourse material that you have, or if you are creating some software and you can license that out, but you can still own the ownership to that software. And so those are all different types of examples of copyright.

Girija Patel: With copyright, your work is protected the moment you create your original work of authorship and you put into a fixed, tangible, and that, it's protected at that point in time. And it exists the moment you create it. And so don't think that you don't have it just write that C with the name, the date and all that stuff. And then when you have that written out there, you're just letting the world know that this is yours and it's copyright protected.

Girija Patel: Now here's some questions for yourself. Should I trademark a copyright in my business? And like I said before, you know, if your brand name, product name, logo slogan is identifiable and distinguishable. And it's something that absolutely is like, yes, that is your business, go for it. Don't let someone else take it, go for it. Because the sooner you, the sooner you file for protection, or, you know, file or register for it, the more protection you will be given, and the more relief you will be given at that point. And then again, you know, ask yourself do you have blog posts, podcasts, videos, pictures, marketing content, or other software that you're creating, or online courses or coaching courses, website, templates, books, signature courses, any other such material that you have then yeah. If it's something that's earning a lot of revenue you might want to go ahead and go forward with the copyright protection as well and file and register for that.

Girija Patel: Now another layer of protection is insurance. Insurance can be very boring, but it's really necessarily legal unless you, until you need it. And then it becomes something that protects you. I do advise all my clients to have general insurance for their business. And if, you know, with COVID last year in 2020, and so on forward with 2021, a lot of insurance does not protect you or your business from getting from a virus or a pandemic or an epidemic. And I don't think they're going to cover that also, unless you pay extra. So something to think about that, you know, while you have regular insurance covering you, you might want to have some extra types of insurance, like writers or something else that would actually cover the most random incidents that could potentially happen in your business. But when they happen, you are solid and you have a buffer and a cushion for yourself. So insurance is very important.

Girija Patel: Now.

Girija Patel: Layer Four is your website. All of us have websites. Most of us have a website. And if you don't, you probably need to get one also, just so we're kind of with the whole, you know, 2021 vibe, but your website needs to be legally legit because your website is your business. It may not be a brick and mortar, but it's definitely the home of your business online in the virtual world. And you need to know that you have an accuracy of what you're selling. Don't put stuff that you're not selling on it. Don't put brands that you're not authorized to sell, or you're authorized to talk about because the minute you start putting brand names that you're not authorized to talk about, or don't have the permission to use their trademark, name or logos, you will definitely be getting a cease and desist order. So don't put it in there, whether it's in the back end or the front end, don't put it in there unless you have their permission.

Girija Patel: And a written permission is ideal. And, also accuracy of what you're promoting. Be clear about what you're selling, how you're selling, kind of going back to also what you're authorized to sell, what you're not authorized to sell and be, you know, be clear and distinct about your disclaimers. Also, if you you're promoting something or you are in collaboration with a business or a brand, or it's an ad or something like that, or, you know, even if you are an authorized dealer, actually being an authorized dealer gives an extra oomph to your business because they know that you're coming from a place where the other brand has, is supporting you. They have legitimized your business with them, and also you have warranties and all that other good stuff. So don't be afraid to use it. And you should be using it as well. Because under the FCC, you have to have clarity and be very clear with who you are participating in partnership in your partnerships with. Your privacy policy is required by law and it has to be there.

Girija Patel: And so if you have a privacy policy, please don't do a cut and paste on it. Because a lot of times what happens is that not only is the privacy policy not applied to the way your business is running, but you also probably have somebody else's name on their privacy policy. So don't do cut and paste. Review it. It's boring. It's so boring. I mean, I have to write them and I get, I get overwhelmed writing it. And so I can't imagine somebody else who doesn't have the legal, who's not in the legal world to have to do it because it truly is a lot of words, but it's very important because right now, more than ever, privacy is everything. And every part of the world and in the country, privacy laws are changing left right and center. So you want to give as much clarity as you can into your consumers, to the users of your website,

Girija Patel: to the users of your Instagram and all other social platforms, how are you using their information? What are you doing with their information? Who are you selling their information to? And why are you using that information? And so when you can describe that effectively and share that, then you are good and golden. And just talk about what you do, because you know, other companies might not be doing what you're doing, but you need to do and talk about what you're doing. And not only that you need to actually implement it that way also. So don't just write it, write it and make sure your company is aligned with it as well. Now, the fourth thing is the terms and conditions. Terms, and condition while it's not required is so important to be on your website, because it's literally the lay of the land of your website.

Girija Patel: And it's telling people how they can use your website, what they can do with the information on your website and what refunds are like and what the disclaimers are like, and disclaimers like, for example, if you're in the health profession or if you are giving advice about accounting or finances, but you're not a CPA, you need to disclose that in there. You need to let everybody know that "I have a lot of experience". "I'm not, I don't have a CPA, you know, attached to my name, but I have a lot of experience", but just let people know that. So Terms and Conditions are very important as well. Totally recommended. If anything you get out of this, the first, the main two things is Privacy Policy and the Terms and Conditions. If you don't have it, you definitely need to get one. I later on will be giving everybody a 20% off discount code for you to be able to use it on my, you know, contract template shop, because I truly want you to be solid.

Girija Patel: And if right now the contract templates is what makes it solid then you do that. And so later on, I'll be definitely offering that to everybody that is in the summit today, because I want to make it easy for you. And I want to make sure that you are not going to slip between the cracks and something happens that could have been so preventative. So definitely if you don't have these two things, if you know, get them, and if you do have it, review it review and make sure they align with your business practices.

Girija Patel: Now,

Girija Patel: another think I really like is to include affirmative checkboxes for the Terms and Conditions and Privacy Policy. In the United States, that's not necessarily required, but in other parts of the world that is required. So if you just do it already, it's a great practice also. And so just have them affirmatively check the boxes that they've read the Terms and Conditions and the Privacy Policy. Now, other things that you want to think about is compliance with state and federal laws. So what I mean by that is the Americans With Disabilities Act, just recently websites have to be ADA compliant. And so you have to be basically your website has to be where, if somebody who has a disability, whether they are, you know, they can't see, or they can't hear, then your website and what you're offering on the website should be ADA compliant. And don't take that loosely. There are people that are being penalized by it, because they're not ADA compliance. So most definitely look into it, see how your business is, and if it is not, then make it ADA compliant as much as you can. And also, like I said earlier, permission to use other brand names on your website, super important, whether it's on the interface or the back end, you just need to get that done and make sure that you have the permission.

Girija Patel: Now, the fifth

Girija Patel: layer is contracts. Contracts are so important. Contracts is just another layer of protection. It not only edifies the relationship that you have with the person that you're doing business with, but it also gives clarity to that relationship. It also lays out the expectations that you might have in that business relationship. So what do I mean by that? What I mean is that you're setting up the parameters of the business. You're setting up your boundaries, but you're also doing it because you trust that person and you want to make sure that trust is the center of your relationship. And so a contract should not just be something that, Oh, I'm putting it together and here you go. But it should be something that you've already talked about during onboarding time. You've already had a conversation about what to expect or what they should be expecting. And those conversations, those expectations are translated into a contract between you and that other person that you're having a contract with.

Girija Patel: So whether it's a client, whether it's an independent contractor, whether it's an employee, whether it's a manufacturer, whether it's another third party that you're doing business with, you need to have a contract. And whether it's family or whether it's a friend or whether it's a complete stranger, please have a contract because money can be the demise of any relationship. And if you have a contract, it can really soften the blow. Plus everybody knows what to expect. And so, you know, the contracts, I'm going to kind of go through the elements of a contract in just a second, but really it strengthens your position at the table. It also shows other people that you are, you mean business, just like the LLC legitimizes your business, contracts also legitimize your business. If you don't have a contract, a lot of times people are wondering, are you a newbie or are you somebody who just doesn't know any better?

Girija Patel: And while none of that might be true, and you know, there's been a taboo with contracts for a long time that, Oh, it means that you don't trust the other person, but the reality is that you do trust them, but you want to make sure that this relationship is super successful and all your expectations are on the table at that time. And everybody knows what to expect. And there's no, you know, random costs here that may not be something that, that you were told about or forewarned about, or there's a random request or something, you know, you know what to expect when there are extraneous things happening that may not have been discussed earlier. And well, oral contracts are okay, the idea is that you want to have something written because written contracts are more enforceable and it's easier to prove in a court of law.

Girija Patel: So some of the types of contracts that might apply to you is operating agreements, partnership agreements, this is like when you have one or when you have two or more people that own a business, employee contracts, independent contractor contracts, vendor agreements, client agreements, nondisclosure agreements, licensing agreements, and so much more. There's just endless amounts of contracts that you can have. And definitely those contracts can be applicable to your business or not. And you should have some basic contracts. And a lot of times these are some of those basic contracts. And also one more thing is never be afraid to negotiate Never. Contracts are, in my opinion, a living document, not only can you keep auditing your contract every year or every two times a year, go back, look at your contract, see what changes you need to make, see what parts of your business are just not functioning the same way, where you've been having a lot of problems in certain areas, maybe a contract can help it, maybe a contract can help mitigate those issues or completely eliminate them as well.

Girija Patel: And so that's the goal when I'm working my, with my clients is I really sit down and I ask them, "what are the pain points that you're having in your business? "What areas in your business are just like, Oh, it makes you cringe. You're just like, "I can not even". Those areas are the ones that we want to talk about. And those areas are the ones that I kind of want to tackle in a contract, if I can. So never be afraid to negotiate and never be afraid to kind of talk about your contracts. Now, yes, I did say contract and yes, we're still talking about the law and I hope you're not falling asleep, but what is, the contract is the first form of a preventative measure, you preventing issues from happening. And if they do happen, it kind of gives you a roadmap of how to handle those issues if they do happen.

Girija Patel: And you know, like I've had it out here, you know, a great way to tackle issues at the forefront, Step One, take a moment, think about the business relationship. Think about what you want to achieve in that business relationship. What are some issues, complications, uncomfortable, sticky situations that you're having. How can you prevent and combat that through a contract? And now what are, Step Two is now what are some essentials that you need to include in your contract regardless? And so we're going to talk about all of that in just a second. Here your contract must have, parties to the contract. I mean, I can't tell you how many times there've been the wrong parties to the contract. A lot of times it's, you know, wedding industry contracts and agreements with the clients and sometimes it's the name of the clients, or are they the actual party, and everything is just a hot mess.

Girija Patel: So you want to have the right parties to the contract written, people who are contractually bound, people who are or will be responsible if somebody were to default on the contract. Effective date should be the date that the contract is effective. Like after certain dates, now the contract is enforceable at this point in time. It's usually the time where the date that parties have signed the contract. Offer is the terms of the contract. It is literally the meat of the contract. It is why you're getting into the contract. It talks about what one party is offering to the other party. And so it could be services. It could be, products, it could be goods. And so you want to be clear and definite about what one party is offering and what the other party is agreeing to. And then you also want to talk about, you know, if there's a certain number or there is a variance and why that variance is there, put it in there,

Girija Patel: so there's no confusion later on. And it also talks about the pricing, how much it costs, and how you will be expecting the payment, in what form you'll be expecting the payment as well. So all of that stuff is in the terms of the contract. Ownership of intellectual property is so, so, so important. How many times I have had clients, unfortunately, and even now, I'm sure you guys have heard about this one designer who has been, who was employed. And then she now has, she has loss in her name, which has just been trademarked by the company, even though it's her own name and all the work that she's done. So you really want to talk about intellectual property and intellectual property, again, it's the trademark and the copyright, the content that you are creating, the name that you are using and how and who will own it. A lot of times employees, you are automatically, whatever you do during the scope of your business of your job, and during business hours are owned by your employer, unless there is something written in your contract that says otherwise. Independent contractors,

Speaker 4: you actually own

Girija Patel: all of the intellectual property, unless the contract says MadeFor Hire and there is an assignment. Otherwise you own everything and the person that's paying you for it doesn't own anything. And so in some circumstances, that might be wonderful, but in some circumstances that might not be. So for example, if you're a website designer, ultimately if you're creating a website for another person, that person wants to own their website. And so at that point, you should have a Made For Hire and Assignment of Rights in your contract with them. However, if you're a photographer, a lot of times photographers want to own and retain the ownership of copyright in their photographs, but they're giving their clients a license to use the photograph for limited purposes. And so those things are common, but they're very important because when it comes down to it, when you want to say, this is mine, and if you don't have a hundred percent ownership of it, you can't say it's yours.

Girija Patel: So ownership of intellectual property is a very, very, very important clause and be careful of the Made For Hires, be careful of the assignments and make sure they're being used right properly. Termination is what's the exit strategy for the parties. Say something happens. What can, who and how can you terminate? And what happens when you terminate. Dispute Resolution and Choice of Law is you have to have in your contract. It's not to make the contract enforceable, but what happens is that it tells you which law, this contract will be right under which state law or federal law and how you interpret the contract. It's very important because state to state laws change. And so there needs to be an agreement on which state law is going to be the interpreting law for this contract, and in which state will you be resolving the dispute, which courts can hear it.

Girija Patel: Entire Agreement is just saying this entire agreement is our agreement. There's no other email, there's no other random conversation that we had while we were talking or walking. There's nothing that makes this contract, the contract only whatever's written in this contract. And any other amendments or anything that you put in there is what this contract is and what we're agreeing upon. Non-disclosure, confidentiality, non-compete clauses. They may or may not be in there, depends on the kind of contract that you're doing, but they're really important to have. you know, so you're not disclosing information that is confidential. You're not disclosing information, that's proprietary. And sometimes, you know, you might want to have non-compete clauses with your employees or with your independent contractors. Signed, Dated and Delivered. I, it seems silly, but it needs to be there. And you have that in there so that, you know, when it's an effective date and you also know that all the parties have to sign it to make an effective. Grievance Termination and Notice. This is again going kind of going back to the termination clause, the exit strategy, but how do you tell somebody that there's a problem and you want to fix it.

Girija Patel: You want to cure it as they call it. So this is what, this clause gives you that. It gives you a cushion to cure an issue. It gives you also a way to tell the other party, Hey buddy, I'm not happy with what's happening. We got to change something. Or I think that you're breaching this contract right now, but again, the contract is telling you how to do it. And it kind of gives you guidance. And that is the beauty of that contract. Impossibility/Force Majeure. If never before in your life, you'd never heard of that, I'm pretty sure in 2020 you heard it. It was like everywhere. And it is very, very, very important for moments like 2020, especially in March and April, because a lot of people just couldn't do anything. They couldn't do anything because the government shut down, everything shut down, your businesses shut down.

Girija Patel: You couldn't get out of your house. And so when things like that happen, it is so impossible, it's so out of your control that you just can't help but breach your contract and you can't fulfill your duties because of the impossibility that is existing. So I like to actually have a force majeure clause, but then also full roadmap on how to resolve the issue. And if it doesn't resolve then how to get out and exit so that nobody is bound to the contract anymore. Modifications is essentially an assign that's usually, is just saying that you can't modify or assign unless both parties agree on it. And it's very important because you don't want someone to just go in and change without your approval or assign this contract to another third party without your approval, also. Choice of Law, Alternative Dispute Resolution, kind of goes back to what I said earlier about the, you know, the choice of law in the state.

Girija Patel: And it's just saying like, who is going to govern, which, which jurisdiction is going to listen to this? You know, if something happens which state court or federal court were you in and where. An alternate dispute resolution is just another way of figuring out how to resolve the issues. Severance/Survival of Warranties is their severance just says that if something were to not be upheld in court, your entire contract is not void. It doesn't make the whole contract void. It just makes that one little part void, or you can fix it where it will be now upheld, and it will be better. Survival warranties is there times like, you know, confidentiality and, the NDAs, they need to survive beyond termination of the contract or that contractual relationship. So that's what that means.

Girija Patel: And, again, Non-solicitation, is there also, where you're not going to take somebody else's clients. I love putting that in there because sometimes non-competes just don't apply or they just don't even make sense. Signatures again, proof e-signatures or real signatures, but have that in there. And so, yeah, I am, you know, that is kind of like the essentials of the contract in a nutshell, but you know, here are the resources that I've used. again, my GBP law website, your contract buddy for the Contract Template Shop. In Texas, the secretary of state's office, or you can even just Google for your state, the US PTO, the copyright, and then also the Texas comptroller's office. Now I wanted to, you know, I've gone through the essentials of a contract here kind of whizzed through them, but really you can actually go to www.yourcontractbuddy.com/sidehustle.

Girija Patel: And you can download your own Essentials of a Contract Guide. And over there, you can just download that. And also, I want to offer you all 20% off my Contract Templates Shop, Yourcontractbuddy.com. I have tons of templates there and pick something that applies to you, get yourself legitimately, I mean, legally legit, and get yourself in a space where you are solid in your legal foundation, whether that means you're getting a template or whether that means you're getting one-on-one. The idea is for you to be secure in the legal aspect of your business. There should be no confusion. You should be able to take that contract and effectively communicate with your, with your clients. So with my contracts, I actually also give a full Zoom video on what each clause means. So that way you can effectively communicate that with your clients or with whoever you're getting into that business with.

Girija Patel: But the idea is that law is very, very integrated into your business and you shouldn't be scared of it. I'm here to help you. I'm here to embrace it with you. And at the end of the day, I want to make law a line item and not a panic attack. So follow me on, actually, let's be friends, follow me. I would love to follow you back also on GBP law on Instagram, GBP Law on Facebook? I'm also on Clubhouse now. still trying to navigate the waters there, but everything is GBP Law. And send me a DM, send me an email. I'd love to hear from you. I'd love to share some more information with you as well. Grab the goodies. And if you are getting the power pack, there is an amazing thing I've put in there as well. It is a full audit for your business. It is so awesome. And you're going to get it in the power pack. If you have signed up for it, if you haven't go ahead and sign up for it. It's going to be awesome. Thank you so much for hanging out with me today. I appreciate all of you so much, and I just can't wait to see where you all go with your businesses and the entrepreneurs that you are becoming. I am just so excited. Thank you so much. And I'll see you on one of those things over there. Bye.