The Difference Between a Contract (Document) and Contract (Process)
When using the term contract as a noun, it refers to the written agreements as just detailed. However, contract can also be used as a verb.
What Makes a Contract Legally Binding
In order for a contract to do anything expected of it, it must be legally binding. There are a few things you’ll want to include to ensure that your contracts are in fact so:
Still Have Questions?
There are all kinds of federal and state regulations that govern contracts. For this reason, they can be quite complex – especially with certain consumer contracts. If you have a business contract you’d like drafted or reviewed, we’re here to help. Yoel Molina is a qualified, experienced, and highly-knowledgeable business attorney serving small to medium sized businesses throughout Florida. If you just simply have questions, give our office a call and we’d be glad to discuss your legal business contract concerns and needs.
While it may seem like something that isn’t a top priority as most end users and consumers tend to gloss over the fine-print of service agreements anyway, but there is actually a growing need for accurate and complete Terms of Service Agreements on eCommerce websites because of the nature of the very limited verbal and/or written communication that tends to take place between service providers and consumers that do business over the internet.
Because of this lack of traditional interaction and exchange, the room for miscommunication and misunderstanding grows. A solid Terms of Service Agreement will protect your company in the event the outcome of the service you render a client is not what you expected.
What benefits does it provide?
The most basic function of a TOS agreement is to protect the service provider from legal liability. The most basic element of this is expressing that by ordering your service they are agreeing to the terms you are listing.
This can also protect the content of a site from issues like copyright infringement in the event your intellectual property is stolen or used elsewhere without your permission.
It’s also common to include statements about how information about customers will be used on the site and who it will and will not be shared with, including third-party service providers.
What types of eCommerce TOS Agreements are there?
There are a few basic types of eCommerce TOS agreements:
The Best way to word your TOS Agreement
You’ll want to present your TOS on your website in a friendly yet professional manner and tone. You don’t want to be intimidating with too much legal jargon, nor do you want to fail to provide adequate protection by making the terms of service too simple. Therefore, a balance must be found for your eCommerce TOS to be most effective – you need it to be read and understood while being thorough and specific.
Still have questions?
Please call us for a free appointment with Miami business attorney Yoel Molina in our Miami office at 305-548-5020.
We are propelling another website that will be online for business partners searching for help 24 hours per day, 7 days per week with lawful counsel and arrangements. Business partners can buy numerous standard reports for organizations with various owners, regardless of whether these proprietors are relatives or not. You won't run into nonexclusive structures or layouts. All records are made explicitly for the need of the individual customer.
All stated, the most significant record all MOCs ought to have set up is the buy-sell agreement. This record will format when, how, and how much a proprietor may sell or need to sell their possession enthusiasm for a company.
Presumably, the most widely recognized issue includes the demise of a wedded partner. Except if you have a buy-sell agreement, you could manage at least one of the accompanying situations:
Upon the passing of a wedded proprietor, different proprietors should work with their life partner. In all cases, this is certainly not a decent road to go down. Much of the time, the business doesn't have a plan or the funds to buy out a widow/single man and can prompt a pricey claim.
If your life partner needs funds in return for the proprietorship interests, can't get paid rapidly to deal with expenses to help their family, it can prompt a significant battle about the estimation of the interests and how installment will be made. This can prompt an all-out disturbance of activities inside the business. If you have a buy-sell agreement set up, it will address every one of these issues and some more. We can furnish you with a buy-sell agreement for just $1000.
Click here to hire us and get your BSA now.
However, there are also some issues that could come up and derail a partnership before it ever has a chance to become successful. For example, if you cannot work well together, if you lack an essential skill or resource as a team, or if you simply envision two different paths to success, your business will likely ultimately fail. This can be costly if not devastating as a business owner. Before you get into a situation where you put your business and partnership at risk, it’s wise to ask a few questions up front – before any contracts are signed or agreements are made.
Is your vision for the company the same?
Sit down and talk with your potential partner so you can ascertain what vision each of you has for the company and if those visions are compatible. Remember, a vision drives all the decisions you make as you run your business. If two partners have competing visions and making decisions accordingly, the results can and likely will be disaster.
The best way to be prepared is to draft a shared vision together and put it in writing. If this simple task cannot be accomplished by the two of you, then there is no way the partnership can hope to succeed.
What sort of strengths and weaknesses do you have as a team?
It’s a clear advantage of partnerships when you can supplement one another’s skill set. If your partner is a sales wiz and you understand how to maximize production output and minimize cost, the partnership should be a fit. But you’ll never know this until you sit down and discuss both your strengths and weaknesses as a team in order to assess your potential. If it comes down to it, you may be missing an essential skill set that a different partner would provide. Finding this out up front before there is any money on the line is the best way to handle this possible issue.
How will conflicts be handled?
In a partnership, there is no authority figure – both parties share such authority equally. This means there is no clear cut way to respond when there is a disagreement. Sitting down and discussing how to handle disagreements before there ever is one is a great way to get a glimpse into how conflict resolution will work when things go live.
Better yet, when you come up with a plan – put it in writing so that there is no misunderstanding or assumption. When you sit down to have that conversation, make sure you get to know a bit about your partner’s character and how they handle resolution. Explain how you’ve handled tough spots in the past and ask your potential partner questions about how they’ve handled conflict. Be thorough to protect your investment. The time to find out there is a problem is upfront, before anything has been signed.
How much time will each partner be investing into the company?
It’s just the truth that different people will have different amounts of time to invest in their business. This, however, does not have to be a problem. If you can sit down and discuss openly with your potential business partner how much time each of you has to commit, realistic expectations can be set beforehand. While this may not seem important, it is essential to eliminate any friction that can arise when a business goes live and one partner spends a lot more time working than the other.
A good way to handle this is to, as always, put time investment expectations into writing. If they are greatly disproportionate, perhaps a discussion of ownership equity should be brought up just as it would if one partner was bringing a lot more capital to invest.
What size of financial investment will each partner be making?
One common reason for partnering in business is that one partner has more capital to invest while the other partner has expertise or time they intend to invest. Both of these have business equity and should be represented in ownership share. This must be discussed up front, however. In traditional partnerships, equity is determined by capital investment, so making any different arrangements must be done up front and of course put into writing to prevent misunderstandings or other disagreements on down the line.
Are you both willing to put it in writing?
As has been made clear – one of the best things that can result of asking these questions is to clarify possible areas of disagreement or conflict and put them into writing. This is, in fact, what should be done for the entire partnership. The agreement as a whole should be put into writing. No section should be left out and all important information should be explicitly detailed in order to prevent future disagreements.
Be sure to include the following in your agreement:
What is your exit strategy?
The best laid business plans may not be enough to overcome the unforeseen. Therefore, always leave yourself an exit strategy. A simple discussion about how to proceed if one partner wants to leave the partnership should happen up front. Decide if one should buy the other out, or if they should sell to a third party. Talking about what each partner would prefer in this situation and how you will proceed before signing an agreement is an essential step in protecting your partnership.
As always, make sure to put your strategy into writing and include it in your partnership agreement.
To sum it up…
These questions all get a few basic things you as a potential business owner and partner should realize to give your business its best chance at succeeding:
Still have questions?
Please call us for a free appointment with Miami business attorney Yoel Molina in our Miami office at 305-548-5020.
You Don't Need A Lawsuit:
It's really important that you comply with the ADA rules and regulations unless you want to run the chance of being slapped with a lawsuit. According to several ADA lawsuits filed in 2014, lawsuits rose to 63% which were higher than in 2013.
Keep in mind, there are people who spend their entire lives looking into the practice of businesses and always on the lookout for businesses that fail to comply with the ADA regulations. This would include not providing a number of handicapped parking spaces. If you are not in compliance and they find you, they will sue your business and if they win, you will be hit with a significant cash payout.
Protect Your Business By Staying In Compliance With The ADA:
Not only will this keep you from looking over your shoulder, but future customers are attracted by businesses that are in compliance with the ADA, especially disabled customers. It really doesn't take a lot of money, just turn certain parking spaces into handicapped spots, increase the width of the aisles and doorways, add ramps for access to the building, especially where stairs might exist.
One of the biggest challenges for small businesses is being aware of various law requirements. You can hire an expert to perform an ADA site survey. Your money will be wisely spent, especially if they discover where changes must be made to keep lawsuits away from your door.
The answers to these questions can vary depending on the circumstances. That said, there are some ground rules you can follow. In 2015, an annual survey showed that most companies of different sizes spent around 0.38% of the company's revenue for legal expenses.
Based on the 0.38% Spent On Legal Services:
$250,000 Revenue - $950 Legal Services
$1,000,000 Revenue - $3,800 Legal Services
$5,000,000 Revenue - $19,000 Legal Services
If your business is spending less than what is considered average, ask yourself if you are running risks by dealing with issues on your own vs getting advice from an attorney. If you are spending more, that doesn't mean you are dealing with an expensive law firm or you are giving them more work than needed. Ask yourself what legal issues your law firm handles over the year. If your business is involved in litigation or a major project, you might be paying above average.
Another step you can take to determine what your budget is for legal services is to compare one law firm's legal rates with another law firm. According to a survey, the average hourly rate for an attorney's services is $536. Also, take into consideration where they are located and how large they are. Bottom line, smaller law firms in lesser populated areas will charge less.
You need to find a firm that is a good fit for your business before jumping on board the first one you run into. Simply put, small businesses should look into small firms, large corporations should look into large firms.
Small law firms usually have 50 or fewer lawyers and small businesses usually have revenues that are less than $10 million.
Best advice, get on the internet and search for lawyers and law firms that deal with business law and will work well with your budget. You obviously want to narrow your search down to firms that are in your area. Until you become a huge corporation, steer clear of large, very expensive law firms. If you have friends who are owners of small businesses, see if they have any suggestions. This might all take a little time but in the long-run, it will be well worth your time to protect your business.
Starting and running a small business is no easy matter. It takes a lot of work and making sure you have everything lined up that will protect your business and help you grow. Having a good attorney is imperative to ensure you are covered from any future issues or helping you understand all contracts and other legal paperwork.
Sadly, numerous MOCs don't have great insight when it includes a buy-sell agreement (BSA). The benefit of a BSA, it has guidelines for the proprietors in regards to how possession interests can be moved or sold among themselves or to an outsider, with or without the proprietor's assent. Your BSA will step in when somebody attempts to make a deal to an outsider, if a proprietor or partner is given up for poor business rehearses or different circumstances and when a proprietor's close to home issues disrupt everything, making hurt a numerous proprietor company (MOC) including divorce, chapter 11, demise or different circumstances.
There are numerous new MOCs that have connected with us searching for a lawyer to fix issues between proprietors. They were never encouraged to have a BSA set up and now they will pay significantly more to determine questions among the proprietors that could truly undermine the activity of their business.
Great counsel is profoundly prescribed to guarantee proprietors have a decent BSA to address any of the issues previously referenced just as numerous different issues that are unexpected including the exchange or clearance of a possession intrigue. A buy-sell agreement will help control any disturbances inside your business and will address gives that are causing struggle among the proprietors including the clearance of a proprietor's advantage. If you don't have a buy-sell agreement for your MOC, you could confront the case and burn through a large number of dollars. For just $1,000, you can have a brilliant BSA set up to shield you from numerous issues including the most well-known which is selling an owner’s interest.
Click here to hire us and get your BSA now.
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Yoel “Mo” Molina and I am a lifelong resident of Miami, Fl. I am a graduate of Miami Senior High, Class of 1992, Georgia Institute of Technology, B.S. 1997 and University of Maine School of Law, J.D. 2001. I have been practicing law in Miami Since 2001. I am a former training prosecutor in the Miami-Dade State Attorney’s Office. I have experience in jury trials, appeals, and administrative hearings. I have appeared before judges across the State. My experience ranges from civil litigation matters, collection matters, foreclosure, business and corporate, contracts, real estate, leases and employment matters..
"Mr. Molina has always been there for us with timely, reliable and competent advice. He is an important and valuable part of our team." Corporate Client Eric Delgado, President of American International Export, Inc., a worldwide importer and exporter of brand name appliance parts.
"Yoel has been responsive and attentive to our company’s best interests and needs. He has been a valuable resource to our company. Any company that enlists his services would be in good hands-- including our own clients.” Corporate Client Gibran Flynn - Co-Owner and Founder of Eleva Solutions, Inc., the South Florida leader of outsourced HR, Staffing, Training, and Loss Prevention.
"My name is Anastasia Yecke Gude and I am the owner of Healing Hands Therapeutic Massage LLC. In the process of my company’s growth and expansion, I suddenly found myself a few weeks ago in need of a 1099 contractor agreement, and I needed it ASAP. As in, the very next day! I contacted the Law Office of Yoel Molina and his assistant put me in touch with Mo. I sent him what I had drafted up and he replied within a few hours with suggested revisions and clarifications, as well as a few insights I had not even considered. I was thoroughly impressed by the quality of work he provided, especially considering the time crunch I put him in (sorry, Mo!). I definitely recommend his services to anyone in need of a good contract attorney, and I will be calling him again for future work…hopefully in less of a rush next time!"