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Annual Legal Review: 12 Essential Items Every Business Should Revisit with an Attorney (2025 Guide)

1) Corporate Governance & Owner Agreements

• Operating Agreement (LLC) or Bylaws/Shareholders’ Agreement (corporations)
• Buy-sell triggers (death, disability, divorce, deadlock, departure) and valuation method
• Signature authority, spending limits, and delegation of authority
• Minutes/consents, officer/manager appointments, and a clean cap table Action step: Capture how you actually make decisions and align the documents to that reality.

2) Revenue Contracts & Pricing Addenda

• Master Services Agreement (MSA), Statements of Work (SOW), order forms
• Payment protections: late fees, interest, right to suspend/terminate for nonpayment, personal guaranties when appropriate
• Liability cap (e.g., fees paid in prior 12 months) and exclusion of indirect damages
• Attorney’s fees, governing law, and venue favorable to your operation (e.g., Miami-Dade) Action step: Aim for signable, commercial-friendly templates that shorten sales cycles.

3) Collections Program & Credit Policy

• Credit approval thresholds; deposits/retainers for higher-risk deals
• Collections playbook: reminder cadence → demand letters → escalation
• When to use mediation/arbitration vs. court
• KPIs: DSO (days sales outstanding), % collected ≤30/60 days Action step: Pair contract rights with step-by-step procedures your AR team follows.

4) IP Ownership, Trademarks & Brand Protection

• Confirm IP assignment from employees, contractors, agencies, and vendors
• Trademark docket: new filings, maintenance, watch services, and enforcement log
• Internal brand-use and style guidelines; license/franchise opportunities
• Copyright notices for content, photos, and software code Action step: Do an IP inventory; tie each asset to a signed assignment or registration.

5) Employment Agreements, Policies & Compensation Plans

• Offer letters, employment and contractor agreements, confidentiality, IP assignment, and non-solicit
• Employee handbook (BYOD, social media, data handling, conflicts of interest, harassment)
• Exempt/non-exempt classifications, commission plans, and bonus criteria
• Off-boarding checklists (return of devices, account deprovisioning, reminders on confidentiality) Action step: Run a short training for managers on documentation and separations.

6) Website Terms, Privacy, and Marketing Practices

• Website Terms of Service and Privacy Policy reflecting actual data flows
• Consent/disclosure language for email and SMS; unsubscribe and data deletion processes
• Subscription renewals, free trial terms, warranties, and advertising claims
• If you operate bilingually (English/Spanish), verify both versions match Action step: Align your public-facing promises with what your systems actually do.

7) Licenses, Permits & Local Compliance (Miami-Dade Focus)

• City/county Business Tax Receipt and Certificate of Use as applicable
• Florida/sector licenses (restaurants, professionals, import/export, transportation, etc.)
• Sales/use tax processes for taxable sales
• Zoning/occupancy considerations for office from home, warehouse, or retail sites Action step: Maintain a renewal calendar with responsible owners and proof of filings.

8) Vendor, SaaS & Cloud Agreements (Your Operational Backbone)

• Data processing terms (security standards, breach notice, subcontractors)
• Service levels/credits that won’t erode margin; realistic remedies
• Mutual indemnities and sensible liability caps
• Exit logistics: data export format, transition assistance, retention/deletion timelines Action step: Keep a vendor risk matrix; escalate critical vendors for legal review.

9) Data Security & Incident Response

• Minimum controls: MFA, encryption at rest/in transit, access logging, backups
• Incident response plan with roles, timelines, legal counsel, and PR
• Vendor risk management, tabletop exercises, penetration test cadence
• Cyber insurance coverage consistent with your contractual promises Action step: Run a one-hour tabletop drill; update the plan based on lessons learned.

10) Insurance Alignment with Contractual Risk

• GL, Professional/E&O, Cyber, D&O, EPLI limits vs. indemnities and liability caps
• Endorsements: Additional Insured, Waiver of Subrogation, Primary/Non-Contributory
• Certificate tracking and renewal calendar Action step: Bring your broker into the review to reconcile legal and insurance language.

11) Real Estate & Leasing (Office, Warehouse, Retail)

• Renewal windows, rent escalators, CAM reconciliations, repair/maintenance duties
• Sublease/assignment flexibility; personal guaranties and their sunset clauses
• Build-out obligations, signage, parking, exclusive-use rights
• Early termination and relocation provisions Action step: Diary renewal/termination notice dates 90–180 days ahead.

12) Capital Readiness: Cap Table, Data Room & Investor Materials

• Accurate cap table, option grants, 409A/valuations (if applicable), board approvals
• Standardized NDAs, investor decks, and due-diligence folder (material contracts, IP, licenses, insurance, litigation)
• Information rights and transfer restrictions in existing investor docs Action step: Stand up a lightweight data room; refresh it quarterly.

Your Annual Legal Review—A 3-Meeting Format

• Walk through the 12 items; identify Top 5 risks by impact on revenue, reputation, and compliance.
• Assign internal owners and deadlines; line up your CPA and broker when needed.

• Ship updates to MSA/SOW, collections playbook, website terms/privacy, employment/contractor docs, and license renewals.
• Confirm insurance endorsements and lease notice calendars.

• Load templates into CRM and shared drive; publish a short negotiation playbook.
• Train sales/ops on new clauses and procedures (60-minute session).
• Start tracking KPIs: sales cycle, redline rate, DSO, % disputes resolved pre-litigation, IP incidents.

Red Flags You Should Never Ignore During the Year

• A customer demands you drop your liability cap or attorney’s fees clause.
• A freelancer refuses to sign IP assignment while building core assets.
• Your payment processor flags your site for missing/unclear terms or privacy.
• A vendor pushes one-sided indemnities for risks you don’t control.
• Investor interest arrives but your cap table and corporate records are messy.

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