The document provides an overview of contracts for freelancers and small business owners. It discusses why contracts are important to avoid enforceability issues and misunderstandings compared to memorandums of understanding, letters of intent, oral agreements, and email exchanges. It outlines basic contract provisions that should be included like parties, terms, purpose, compensation, choice of law, and notice. It also discusses independent contractor status versus employee status, work-for-hire clauses, indemnification, and tips for onboarding clients and finding contract templates. Finally, it reviews reasons to form business entities like LLCs or corporations and how to form an LLC.

1. Contracts 101
for
Freelancers &
Small-Business
Owners
By Alexis Grant & Katherine Imp
alexisgrant.com

2. Connect with participants
#alexiswebin

3. About your hosts…
KATHERINE
IMP
ALEXIS
GRANT
Lawyer &
entrepreneur
Writer &
entrepreneur
@KatherineImp
@AlexisGrant

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. 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. Why bother with a contract?
Enforceability issues,
misunderstandings
• Memorandum of
Understanding
• Letter of Intent
• Oral agreement
• Email exchanges
VS.
• Contract
• Schedule A
#alexiswebin

7. BASIC
CONTRACT
PROVISIONS
#alexiswebin

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. Independent contractor
vs.
Employee
• Right to control
• Exclusivity
• Tort liability
• Ownership
#alexiswebin

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. 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. Notice
Often underestimated!
At a minimum…
•Mailing address
•Phone or email
#alexiswebin

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. 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. 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. 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. Should you
become
an LLC or
Corporation?
#alexiswebin

18. Why Form a Business Entity?
Tax Implications, Personal Liability, Reputation
Sole Proprietorship
Types:
Partnership
LLP
LLC
S-Corp
C-Corp
#alexiswebin

19. How to form an LLC
Who you gonna call? Secretary of
State
1.Articles of Organization
2.Operating agreement
#alexiswebin

20. Questions?
#alexiswebin
ar
kimp@smsm.co
m
@KatherineImp