Contracts 101 for Freelancers & Small-Business Owners

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Webinar with lawyer and entrepreneur Katherine Imp, from AlexisGrant.com.

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Contracts 101 for Freelancers & Small-Business Owners

  1. 1. Contracts 101 for Freelancers & Small-Business Owners By Alexis Grant & Katherine Imp alexisgrant.com
  2. 2. Connect with participants #alexiswebin
  3. 3. About your hosts… KATHERINE IMP ALEXIS GRANT Lawyer & entrepreneur Writer & entrepreneur @KatherineImp @AlexisGrant
  4. 4. What you’ll learn today • Why you need contracts • What you should include in your contracts • Types of business entities • Reasons for forming a business entity • Answer YOUR questions #alexiswebin
  5. 5. DISCLAIMER Legal advice is the application of law to an individual's specific circumstances. This webinar has been prepared for general information purposes only, is not legal advice, and is not to be acted on as such. Please consult your own lawyer for information and advice that is particular to your situation. #alexiswebin
  6. 6. Why bother with a contract? Enforceability issues, misunderstandings • Memorandum of Understanding • Letter of Intent • Oral agreement • Email exchanges VS. • Contract • Schedule A #alexiswebin
  7. 7. BASIC CONTRACT PROVISIONS #alexiswebin
  8. 8. • • • • • • • • Parties Terms/Deadlines Purpose/Services Indemnification Expenses Work-for-Hire Assignment Independent contractor • Compensation/ consideration • Choice of Law • Entire agreement • Breach Remedies • Alterations (to Work) • Modifications (to Agreement) • Notice #alexiswebin
  9. 9. Independent contractor vs. Employee • Right to control • Exclusivity • Tort liability • Ownership #alexiswebin
  10. 10. Work-for-Hire Intellectual Property No WFH = No Ownership (Just a license, usually limited in scope and duration) “The Work contributed by Contractor hereunder shall be considered a “work made for hire” as defined by the copyright laws of the United States. Company shall be the sole and exclusive owner and copyright proprietor of all rights and title in and to the results and proceeds of Contractor’s services hereunder in whatever stage of completion. If for any reason the results and proceeds of Contractor’s services hereunder are determined at any time not to be a “work made for hire”, Contractor hereby irrevocably transfers and assigns to Company all right, title, and interest therein, including all copyrights, as well as all renewals and extensions thereto.”
  11. 11. Indemnification Fancy name for “reimbursement” “Contractor hereby agrees to defend, indemnify, and hold harmless Company, its successors, licensees and assigns, from and against any and all claims, liabilities, damages, costs, or expenses (including, without limitation, reasonable attorneys’ fees) arising from any breach by Contractor of any representation, warranty, covenant or agreement made by Contractor hereunder.” #alexiswebin
  12. 12. Notice Often underestimated! At a minimum… •Mailing address •Phone or email #alexiswebin
  13. 13. • • • • • • • • Parties Terms/Deadlines Purpose/Services Indemnification Expenses Work-for-Hire Assignment Independent contractor • Compensation/ consideration • Choice of Law • Entire agreement • Breach Remedies • Alterations (to Work) • Modifications (to Agreement) • Notice #alexiswebin
  14. 14. Alexis’ process for onboarding new clients • Phone call to learn more about client • Send client proposal (outlines goals, packages and fees) • Contract • Strategy • Full steam ahead #alexiswebin
  15. 15. More tips from Alexis A few more things I like to include in contracts… •How long the client has to pay (30, 45 or 60 days) •Any materials that will NOT become the client’s if you sever the relationship •Review of deliverables and fees at the one-year mark #alexiswebin
  16. 16. Where to find contract templates • • • • Hire a lawyer Pro bono organization Books (i.e. published by American Bar Association: Legal Guide to Independent Filmmaking) Unions and professional organizations: SAG, ASCAP, ASMP #alexiswebin
  17. 17. Should you become an LLC or Corporation? #alexiswebin
  18. 18. Why Form a Business Entity? Tax Implications, Personal Liability, Reputation Sole Proprietorship Types: Partnership LLP LLC S-Corp C-Corp #alexiswebin
  19. 19. How to form an LLC Who you gonna call? Secretary of State 1.Articles of Organization 2.Operating agreement #alexiswebin
  20. 20. Questions? #alexiswebin ar kimp@smsm.co m @KatherineImp

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