Today I’m switching gears from specific contract terms to nondisclosure agreements (NDAs). You might remember my previous episode about confidentiality in contracts. As I start focusing on nondisclosure agreements, this episode will have some overlap since many confidentiality provisions in contracts are often similar to what you see in standalone NDAs.

In this episode, I’ll define nondisclosure agreements and go over some aspects such as terms typically used, mediums covered, what is and isn’t considered confidential information, damages in case of violation, and any pitfalls to watch out for especially if you have any team members included as part of the receiving party of the contract. Then I’ll talk about when and how to use NDAs.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[01:52] - What is a nondisclosure agreement?

[02:08] - Which parties are protected when signing an NDA?

[02:59] - The definition of confidential information sets guidelines on what is considered as such and is one of the most important parts of an NDA.

[03:37] - Nondisclosure agreements often state which mediums are covered. It doesn’t always have to be written down to be considered confidential.

[04:17] - Is any type of information excluded from the definition of confidential information?

[04:50] - What is the receiving party agreeing to when they sign a nondisclosure agreement?

[05:20] - Danielle discusses why the receiving party should pay special attention if team members are involved.

[06:23] - How long will an NDA be in effect? These agreements usually last for longer time periods.

[06:55] - NDAs likely include a section on damages and the recourse the disclosing party has in case of violation on the receiving party’s end.

[07:59] - Danielle talks about the most common uses of a nondisclosure agreement.

[08:51] - Certain business sectors frequently use NDAs but you can use them whenever you need. Just make sure to follow this one tip.

[09:20] - What do disclosing parties occasionally do that requires a careful reading of the NDA to catch on the receiving party’s end? 

[10:23] - To wrap up, Danielle offers three tips for the disclosing party in an NDA.

[11:13] - The receiving party should follow these three tips when entering an agreement.

Links & Resources:

Episode 10: “Confidentiality in Contracts”

Episode 14: “Non-Compete and Non-Solicitation Clauses”

Episode 15: “What Do Boilerplate Contract Clauses Mean?”

Nondisclosure Agreement DIY Legal Template - use code podcastNDA to save 10%

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Today’s the final episode in the contract series! I’m doing things a little bit differently and will answer some questions I’ve gotten about contracts throughout the series. I offer explanations, give tips and examples, and highlight issues regarding signings, master service agreements, contract length, legalese, agreement revisions and updates, electronic signatures, and more. Then I wrap up the episode with some general suggestions to help you create or shore up your contracts.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[01:38] - How should the names of the parties be entered into the agreement?

[02:50] - Danielle offers a crucial signing tip for agreements between businesses.

[03:06] - What is a Master Service Agreement (MSA) and when should you use it?

[03:56] - Danielle’s legal clients often ask her about shortening agreements.

[04:53] - Typically, clients really want a plain-language agreement and don’t care about contract length.

[05:46] - A little legalese is necessary for your plain-language contract especially regarding intellectual property ownership or boilerplate clauses.

[06:07] - If someone asks you to change your agreement, does it mean the contract is no good? Danielle discusses revisions.

[07:49] - How often should you update your contract? It depends.

[08:56] - Danielle answers a disclaimer question regarding the hire of a PR specialist.

[09:55] - Are electronic signatures valid, and what services does Danielle recommend?

[11:06] - To wrap up this series, Danielle recommends a few general action steps.

Links & Resources:

HelloSign

DigiSigner

DocuSign

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We’re almost at the end of this series on contracts! Today, I’m focusing on some of the most common boilerplate contract clauses. If you’ve reviewed a contract in the past, you may have seen and skimmed through or skipped over them. Despite their commonality, you need to understand what these clauses mean and how they can impact your agreement.

When I talk about boilerplate clauses, I’m generally referencing the clauses that seem fairly standard in most agreements. Typically, you’ll find them towards the end of the contract. 

In this episode, I focus on the clauses often found in service-based business agreements. I review what each clause means and give you some sample language to help you recognize it.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:49] - Danielle defines the confusing concept of indemnity provisions.

[03:59] - What do you need to look at when reviewing an indemnity provision?

[04:13] - Danielle discusses disclaimer of warranties.

[04:57] - What are choice-of-law and jurisdiction clauses?

[05:45] - Agreements may include a clause regarding dispute resolution such as mediation or arbitration.

[07:32] - Assignment clauses state whether or not the parties may assign their rights under the contract to another party.

[08:20] - In many contracts, written notice to the other party is a common requirement. But how do you give notice?

[09:21] - Danielle talks about unenforceability clauses.

[09:54] - With survival clauses, certain provisions should survive after the termination of the agreement like confidentiality or intellectual property rights.

[10:25] - Some survival clauses list specific paragraph numbers. If you’re doing this, watch out for this common mistake before signing.

[11:00] - What does a waiver clause typically state?

[11:32] - Each party can sign an agreement separately if it includes a counterpart clause.

[12:09] - Single agreement clauses state that the agreement supersedes any past agreements between the parties.

[13:05] - Danielle offers some fairly simple action steps.

Links & Resources:

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What do non-compete and non-solicitation mean when talking about an employment agreement? As a small business owner, you need to know how to properly use these clauses. But what do you need to know, and how are these clauses used within agreements? 

In this episode, I talk about considerations before you even start drafting your non-compete clause, questions to ask yourself while drafting, and precautions you need to take (especially with non-competes). I also give examples of each type of clause and some action steps.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:00] - A non-compete clause typically appears within an employment agreement, although it can be separated as its own agreement.

[02:42] - You need to exercise caution when using these clauses, especially non-competes.

[04:16] - Make sure your non-compete clause isn’t too restrictive; otherwise it may be unenforceable.

[04:36] - Consider what you’re trying to protect in your business before you start drafting clauses.

[05:25] - How long will the clause be in effect? The time request needs to be reasonable.

[05:46] - What actions are you prohibiting? Often, non-competes are based on three things.

[06:40] - Including a geographic region might not make sense for you if you’re an online business.

[07:36] - Danielle reviews an example of a basic non-compete clause.

[09:06] - With non-solicitation clauses, you need to consider similar things as non-compete clauses.

[09:45] - Danielle reads an example of a fairly typical non-solicitation clause.

[10:39] - Wrapping up the episode, Danielle gives a quick review of the clauses and reveals the action steps to take.

Links & Resources:

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Content ownership impacts many types of business owners, especially creatives like graphic designers, photographers, and copywriters, and the businesses that hire them. It’s also a big part of influencer marketing agreements. This episode focuses on content ownership clauses, which are often filled with confusing legalese. I’ll discuss what the clauses mean and how they can impact your business.

Even if you’re not a creative or influencer, you’ve probably entered a contract that has some type of content ownership provisions. For example, logo or website design and headshot photography are very common things you may have dealt with if you have a website. So content ownership comes up a lot for all business types, and the agreement will typically govern your use of the original content someone has created for your business.

In this episode, I will talk about the three terms in content ownership provisions you need to know and how they often show up in a contract. Then I spend some time diving into licensing language and how to make it easier to understand, before wrapping up with some action steps.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:57] - Danielle gives a brief overview of copyrights and trademarks.

[03:53] - How does the U.S. Copyright Office define copyright? Their definition isn’t really clear but Danielle reveals the key pieces.

[04:35] - Copyright owners have these exclusive rights.

[05:28] - Danielle talks about how copyright works.

[06:43] - Work-for-hire, license, and assignment are three important terms you need to know and understand in a content ownership provision.

[07:00] - The U.S. Copyright Act defines these two categories for work-for-hire.

[08:12] - How do each of the three key concepts show up in content ownership clauses?

[10:12] - Licenses can get complicated. The language in the license should be specific and cover a few categories.

[10:51] - Danielle gives an example of a more complicated license agreement from one of her legal clients.

[11:39] - To understand licensing language, break it down into the various components that typically come up in these clauses. Consider these areas.

[15:00] - Danielle reviews today’s action steps.

Links & Resources:

“Intellectual Property: All About Copyright”

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Today is all about exclusivity in your contracts. An exclusivity provision places restrictions on one of the parties so that certain aspects of the relationship will be exclusive between the parties. Not every contract includes this type of provision, but a handful of industries use them regularly. 

Exclusivity clauses are extremely common for bloggers and influencers, particularly in sponsored content agreements. Exclusivity is often a heavily-negotiated area so you need to know how to read these provisions and evaluate if they’re a good fit.

In this episode, I cover several areas typically included in exclusivity clauses within contracts, providing examples along the way. I also touch on what you must do to ensure you’re working with good exclusivity clauses, before wrapping it up with a couple of action steps.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:49] - Exclusivity clauses can include these considerations. Danielle takes a look at each.

[03:08] - An exclusivity clause needs to be specific about when it’s in effect.

[04:01] - This type of timing stipulation has become pretty common in contracts for bloggers and influencers.

[04:44] - Why should you be aware of the duration of the exclusivity period?

[06:06] - Danielle discusses exclusivity provisions covering different geographic areas with some examples.

[06:47] - Concerning the type of services, some exclusivity provisions will be broad while others are more specific.

[07:16] - Service providers may be contracted to provide their services exclusively for a partner in certain business categories.

[07:52] - Danielle talks about why you should be aware of vague definitions regarding exclusivity in business categories.

[08:56] - Which extremely common clause in exclusivity contracts is also often poorly drafted?

[10:32] - What makes a good exclusivity provision? Danielle covers two important aspects of one.

[11:25] - Danielle gives a short review of action steps to take next.

Links & Resources:

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Ending an agreement isn’t always as easy as saying, “I don’t want to do this anymore.” In fact, termination provisions can be much more complicated and it’s important to know how to read and interpret them in your agreements. 

In this episode, I’ll give a quick overview of the two most common termination provisions in service agreements, considerations to be aware of for each, and questions to ask yourself to ensure you’ve covered the necessary bases.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:26] - Breach for default or convenience are the two common termination provisions in most service-based contracts.

[02:37] - Danielle begins discussing the termination provision for breach or default.

[03:18] - A termination for breach will often say something like this.

[03:39] - This termination provision may also discuss the impact of the termination.

[03:57] - Danielle talks about termination for convenience provisions which are very common and usually include these considerations.

[04:36] - Clauses can vary considerably for notice periods, and some agreements include different notice periods for different parties.

[05:11] - How do you give notice of termination to the other party involved?

[06:06] - What else should you keep in mind when reviewing termination provisions? It depends on the type of agreement you enter.

[07:23] - Consider what happens to content created under an agreement when that contract ends early.

[07:58] - You may want to include other areas specific to your business in your termination provisions.

[08:33] - Wrapping up the episode, Danielle reviews today’s action steps.

Links & Resources:

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Pssst...can you keep a secret? In business, confidentiality is imperative and a breach of a confidentiality agreement can be costly. 

Confidentiality may seem straightforward, but you must consider a lot of things to ensure you have terms that’ll work for your business. When it comes to your own contract, having the right terms is just the first step but it goes a long way towards protecting your business. 

When I discuss confidentiality provisions in this episode, I’m talking about them as part of a bigger agreement. So, let’s dive in! First, I’ll go over the most common pieces of a confidentiality provision. Then, I’ll talk about what you can do with the information you receive and wrap up the show with a couple of action steps.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:42] - When first looking at a confidentiality provision, you need to know which party is agreeing to keep information confidential.

[03:47] - Danielle gives a quick tip for protecting yourself when negotiating with another party.

[04:04] - How do you define confidential information? This is one of the most important pieces of the provision.

[05:19] - Some agreements may consider everything about the agreement to be private, including its very existence.

[05:58] - Confidentiality is inherent to some relationships. As a lawyer, it’s built into everything Danielle does at her firm.

[06:24] - In this type of confidentiality clause, carefully review what’s protected. 

[07:18] - What types of documents are covered? This is the last thing you want to define.

[08:30] - Danielle goes over what you can do with confidential information.

[09:05] - Consider with whom on your team you can share confidential information.

[09:30] - Usually, an agreement will limit how you and others can use private information.

[10:26] - Do you have to store the information in a certain way to comply with the confidentiality provisions?

[10:57] - What happens if something confidential is exposed in violation of the agreement?

[11:25] - Ensure you know how long the provision will last and review what needs to be done after the agreement’s conclusion.

[12:17] - Danielle winds down the show with these action steps.

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When most people think of what should be included in a contract, they consider the dollars and cents as one of the most important pieces. And I agree wholeheartedly! It’s a really important provision where I, unfortunately, see lots of mistakes and careless drafting.

That’s why today, as I continue this new series on contracts and begin my review of different contract terms, I’m starting with payment provisions. This is a topic that most people need to know and understand. Whether you’re paying someone or getting paid, the ability to understand and negotiate payment provisions is vital for any small business owner.

In this episode, I first breakdown what you’ll often see in payment clauses, including a few questions to ask yourself first. Then, I discuss some of the most common payment structures and how they might appear in an agreement. Now, let’s dive in!

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:26] - Danielle starts off the discussion with what goes into a payment clause.

[03:01] - How much is being paid? A contract needs specificity about the amount and how to calculate it.

[04:24] - Be aware of and clarify the type of currency offered if you work with people internationally.

[04:49] - Look at the agreement closely to ensure you’re doing all that needs to be done to get paid.

[05:38] - Payment contracts will typically dictate the due date of payments which can vary considerably, especially with larger companies.

[06:30] - Is there anything contingent on the payment? Usually, this means starting or continuing services.

[07:18] - Danielle talks about what happens if a payment is late. Many payment clauses include this specific provision for this scenario.

[08:09] - Additionally, you may want to include this language in your payment provision.

[08:58] - What happens if a client wants more services?

[09:49] - Price changes will often depend on the wording of the agreement and the type of payment structure in place.

[11:06] - Flat fees generally work really well for this type of project but can be structured in several ways.

[13:09] - While payments for time spent are fairly simple, you’ll still want to keep these specifics in mind.

[13:49] - Danielle discusses fixed monthly payments for ongoing services and several things to include in these agreements with clients.

[14:48] - Retainer agreements get discussed frequently but aren’t always clear.

[16:18] - Three action steps to wrap up this episode.

Links & Resources:

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Contracts are incredibly important for small business owners. Because of their importance, I’ll be talking all about contracts for the next few episodes of the show.

In keeping with my mission to simplify legal, I’m not going to get into the highly legal side of contract formation. My goal for this particular series is to tell you about the different types of contract terms, so you’ll not only know what you want in your client agreements but also have a better understanding of what to look for in other contracts you enter on behalf of your business.

Today, however, I’m starting with a bigger question: when do you need a contract? The answer: it’s probably more often than you think. In addition, I define a contract, tell you the reasons why business contracts matter, and go over any terms or sections you should include in each type of agreement I cover.

Please subscribe if you haven’t already. And if you like the show, I’d love it if you’d give it a review wherever you listen to podcasts!

In this episode:

[02:12] - Before revealing when you need a contract, Danielle discusses what exactly a contract is.

[02:57] - Contracts can take other forms even if typical ones are signed by the parties involved.

[03:33] - A good contract should set out so much more than just the payment terms.

[03:52] - Danielle quickly reviews six reasons why business contracts matter.

[06:02] - Client agreements are among the most important foundational documents for a service-based business and should include these provisions.

[08:07] - As a blogger or influencer, you’ll want a lot of the same terms in your sponsorship agreements.

[08:36] - If you have team members, you need a team agreement. Different terms apply for independent contractors and employees.

[10:49] - Vendor agreements often overlap with a lot of the clauses Danielle previously discussed.

[11:38] - With speaker agreements, look carefully at compensation since it varies greatly across different events.

[12:59] - Keep these two big, recent trends in mind for any speaking agreements you create or sign.

[13:49] - Danielle addresses the last contract category which isn’t that common for all businesses but still worth mentioning.

[14:39] - Danielle lays out the action steps for today.

Links & Resources:

“Protecting Your Business: Six Reasons Why Business Contracts Matter”

Episode 004: “How to Protect Your Website”

Episode 005: “How to Protect Your E-Commerce Website”

“Independent Contractor or Employee? A Guide for Online Business Owners”

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