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Royse Law Firm to present “Public Relations Services Agreements” at the 2013 PR Summit 2013


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Royse Law Firm to present “Public Relations Services Agreements” at the 2013 PR Summit 2013.
July 30th 2013
888 Howard Street
San Francisco,CA 94105

Published in: Business
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Royse Law Firm to present “Public Relations Services Agreements” at the 2013 PR Summit 2013

  1. 1. PR Services Agreements Roger Royse & Satya Narayan Royse Law Firm, PC 1717 Embarcadero Road Palo Alto, CA 94303 Skype: roger.royse IRS Circular 230 Disclosure: To ensure compliance with the requirements imposed by the IRS, we inform you that any tax advice contained in this communication, including any attachment to this communication, is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of (1) avoiding penalties under the Internal Revenue Code or (2) promoting, marketing or recommending to any other person any transaction or matter addressed herein.
  2. 2. STANDARD SERVICE AGREEMENT?SOME OBJECTIVES FOR CONSULTANTS • Scope of Services • Payment Terms • Managing Potential Liability • Publicity • Dispute Management
  3. 3. SCOPE OF SERVICES • Setting expectations  Reforming specifications  Performance schedule  Ownership of work product • Ongoing nature of PR services • Flexibility to change scope • Client’s cooperation • Beware of “time is of the essence” clause
  4. 4. PAYMENT TERMS • Retainer, fixed fees, or time and materials? • Expenses reimbursable?  Need client’s approval? • Failure to pay?  Escalation?  Suspend performance?  Interest on late payments?  Collection costs?  Termination rights?  Dispute resolution mechanism?
  5. 5. MANAGING POTENTIAL LIABILITY Sources for consultant’s potential liability  Client’s Content  Client’s confidential information  Client’s employee and end user data  Consultant’s personnel's acts or omissions  Consultant’s breach of contract
  6. 6. MANAGING POTENTIAL LIABILITY (CONT’D) • Indemnification, warranties, and liability limitations • Client will ask for no limits • Ideally try to limit consultant liability to fees paid: disclaim consequential damages • Limit service warranty to performance in professional and workmanlike manner, with exclusive remedy being correction of defective services reported within 30 days of performance • Any indemnity given should be limited to unaffiliated third party claims and preferably capped
  7. 7. • Infringement indemnity from client  Client content • Infringement indemnification from consultant  Do fees justify indemnification?  Limit to 3rd parties!  Carry insurance? MANAGING POTENTIAL LIABILITY (CONT’D)
  8. 8. PUBLICITY • Public reference to the client or use of the client’s trademarks should be done only with express consent.  Reference to client relationship maybe easier to get than rights to client’s trademark • Client may have a policy against such use
  9. 9. DISPUTE MANAGEMENT • Material breach • Escalation and mediation • Litigation vs. Arbitration • Arbitration  Can be expressly required to be confidential.  Quicker resolution  Less costly  Can be expressly required to be final and binding. • Choice of Law and Venue
  10. 10. ADDITIONAL TIPS FOR CONSULTANTS • Avoid starting from client’s standard service agreement. • Restrictive covenants  Non-competition  Exclusivity  Non-solicitation • Termination  Does consultant have a right to terminate?  Outstanding fees?
  11. 11. RoyseLink: Connecting founders with investors and service partners. Royse University: Providing business, tax, and legal content to founders and executives. Royse Law Legal Wizard: Offering legal document templates and more. Additional Resources Royse Law Incorporator: Designed to help you incorporate and structure your company in Delaware or California.
  12. 12. @RoyseLaw PALO ALTO 1717 Embarcadero Road Palo Alto, CA 94303 LOS ANGELES 11150 Santa Monica Blvd. Suite 1200 Los Angeles, CA 90025 SAN FRANCISCO 135 Main Street 12th Floor San Francisco, CA 94105 Palo Alto Office: 650-813-9700 Contact Us
  13. 13. The discussion of tax consideration was not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding tax penalties that may be imposed by the Internal Revenue Service. Each party should seek advice based on the party’s particular circumstances from an independent tax advisor. In accordance with Section 6694 of the Internal Revenue Code of 1986, as amended (the “Code”), we hereby advise you that the positions set forth herein may lack substantial authority and, therefore, may be subject to penalty under Code section 6662(d) unless adequately disclosed on IRS Form 8275. Circular 230 Disclosure This presentation and its contents are solely for informational purposes and does not constitute legal advice.