Enhance Business Plans with Legitimate Online Signatures in the United States

How to eSign a document: online signature legitimacy for Business plan template in United States

hey this is elizabeth weinstein and what i'm going to do today is to go over and kind of show you some contracts that you might be using so what i'm you know one of the things that people ask me a lot is is it okay for me to use templates and form contracts that i get online and a lot of clients come to me they've been using templates or form contracts they either got um from a colleague it's very common to get it from your colleagues they got it from the international association of certification of whatever is the thing in their industry and they got those templates from them or they got it from some like website they may have just googled they may have downloaded it from one of these like official lawyer ish theoretically written by a lawyer sites um sometimes they actually did get it from an attorney i'm not saying that the attorney ones are always better but what i wanted to do is kind of go through a couple different things i found online just by googling free template such and such contract to give you an idea of the problems that inherently happen when you use templates and forms and what you can do to find good ones so let's go ahead and look at this is what i googled was a virtual assistant contract and this is just like the first thing that came up on google um it's inside of a blog post so we can go ahead oh that's a little bit too close we could go ahead and look at um look at this contract let me scroll down a little bit and let me zoom in a tiny bit there we go okay this is a work for hire agreement now it's interesting that this person called it a work for hire agreement because work for hire means something very specific in copyright law and i don't think that's what this person means i would call it a virtual assistant contract or virtual assistant agreement or or a contractor agreement or something like that because work for hire is about copyright law this is the kind of thing that a lot of times non-lawyers do is they start using legal words that because it sounds more legal when really it's better to use the regular word um lawyers do this too sometimes so this work for hire agreement is made this thursday november 17th obviously you don't need to put the fact that it's thursday but that's not wrong between virtual assistant services and the company having it present its principal place of business this is a great example of the fact that you actually wanted to start with you know what's the date the date could be here or it could be at the bottom where the signatures are um between the two companies you want to make sure that you have the real names of them and make sure you have identifying information one thing that i do is i want to know the real legal name of the company and then where it's incorporated or or formed or its principal pace of business if it's not incorporated because you really want to be able to identify that it's a real company i also if i'm around i'm going to look up um that company make sure it actually is an llc in nevada or whatever because it may not be um and it may not be because the other side is bad it's just they actually are no longer incorporated because they forgot to pay their annual fees or something you know so you want to look that up put that in there it identifies the company and we know which one we're talking about ahmed says you know this agreement the par they're defining it as the word client blah blah blah i don't put a whole bunch of sentences about that i just put the the word client with the quote marks um just like it right after the name of the company but it doesn't really matter um description of services beginning on certain date virtual assistant services will provide the following services that obviously it's almost always where you start i actually like to put something in between these two clauses saying you know virtual assistant services is a company that does xyz um company is a company that does xyz you know company wishes for virtual assistant services to provide virtual assistant services right like i like to have a little introductory paragraph in fancy lawyer contracts they're called recitals they are the whereas clauses i think the word whereas is like a bizarre legal word so i don't ever say it i just like have a paragraph that just says what who the people are it's helpful to have this um it's not a binding thing to have any of that stuff that whereas but what it does is it helps frame the agreement of who everybody is and show that you intend that both parties are really real businesses and that the virtual assistant company isn't an employee of the main company hiring them so that's helpful um service location um the service will be provided at the virtual assistant services place of business that's actually good to help show that they're an independent contractor um their schedule this is i would be a real big red flag here um that they might be an employee because you're giving them a schedule i understand that virtual assistants you know need to be able to answer the phone if that's part of their services but then i would put that in here i would say you know the they need to be available by these services during this time so they can answer the phone like i would put why you require those hours because you actually don't care when they like are you know transcribing the audio they're supposed to transcribe for you as their virtual assistant you want to create as much evidence in this contract that the virtual assistant is an independent contractor and not an employee so the more language you can put in there that you don't require them to work certain hours except when specifically needed like to answer the phone or something like that the better um payment for the services based on an invoice you know in a perfect world virtual assistants would get paid a flat fee but that doesn't actually work um the reason is is that the more you pay someone by the hour the more it looks like an employee um term termination either party upon five days written notice may terminate this agreement um provided however that each part would terminate the agreement immediately without prior i guess notice because they must forgot a word um in the event of breach of this agreement by the other party okay um upon termination chill invoice will be paid in full the um termination well first i would want to put term is you know periodic i don't know if i like to have it be indefinite um here like the term is forever until it's terminated because it's more like an employee but i get the idea of you have a virtual assistant for a long time i would probably put in there something more about the five days written notice stuff is like how that works and the terminating the agreement in case of breach i'd probably put for for good cause instead of breach um or for um you know substantial breach or something like because it i don't know these are inherently vague things and actually you may actually want to require everyone has to give five days notice my contracts that i write typically you even if someone breaches you still to get five days notice and you give them opportunity to fix it and i think it's very helpful because technically like if you pay the invoice late that's a breach and we do that sometimes by accident and it's helpful to have something in there to be able to cure accidents non-disclosure non-solicitation there's actually a couple clauses here about this um one of the things here you got to be really careful about when you're talking about non-disclosures non-solicitations covenants not to compete is this is hugely based on state law in a state like i live in which is california you can't have a covenant not to compete with except for you can have stuff about trade secrets and i mean there's certain things you can't have but you know it's going to be really covenants not to compete are not going to work here however in some states they do you also want to be very careful when you hire a virtual assistant and the virtual assistant needs to be careful if it's actually realistic for you to do that you as a va have multiple clients who may compete with each other they're all life coaches and technically they compete you don't compete with them but you want to make sure that you're not going to be accidentally competing if that makes sense so be really careful about this stuff and exactly how what it says and also the state law and you want to look at the state law of where the va is located and the state law where the company is and where the company's incorporated as well as where their principal place of business is of course you want to keep everything confidential um the va agrees for the term plus six months it won't solicit any customers or suppliers that's what i mean you want to make sure that you're actually that's actually possible you know so you may have a supplier you know you have aweber is a supplier of your of the life coach's email list you're saying you're not going to use aweber obviously that may not be able to make that promise so you need to really understand what you're agreeing to because in this class you are relationship to the priorities independent contractor stuff um you know i talked about the whole fringe benefits yeah i don't even care about that i want to know is who's paying the taxes that's what's going to get you and that needs to be expressed language about this in some states arizona for example um colorado there is there are magic words that need to be in the contract there may be other states too i haven't researched every single state yet work product ownership um this is a going to intellectual property and i get what they're going at here but you're probably gonna want some more specific language and it actually kind of goes with the non-disclosure clause and there's also a confidentiality clause all these clauses really should be thought of as together i think what happened in the person drafting it is pulled these clauses pulled these paragraphs out of different contracts um because they're in some way saying the same thing this is something that happens a lot when non-lawyers actually sometimes when lawyers um put piece together a contract from different places is then you'll end up having clauses or different paragraphs that all say the same thing or and say in different ways so it's inherently vague and when you have a contract that is ambiguous um that's when you have problems because the point of having a contract isn't so you win in litigation hopefully it'll never be litigated knock on wood and i my goal is for my contracts to never need to be in court and the reason is is because they are clear if your contract is clear you never need to go to court except for the very rare occasion of one of the people who signed it is a crazy person and i don't mean that i mean that in a sense if they're not logical they're not reasonable and they're out to get you in some way shape or form you know and you can only do so much about that and hopefully your contract will win in court in the meanwhile um you want to have a contract that is clear so it's possible for a reasonable person of average intelligence to be able to read it and know what to do so that's the goal and if you have claw you have paragraphs that conflict with each other it actually makes it so no reasonable person even a lawyer can possibly know what they're supposed to do because it doesn't make any sense right um there's a liability clause here which i found cute because it's all about you know acts of god and all this stuff um power outages and inability contact client i mean these are actually legitimate things to talk about i say it's cute just because it's the kind of thing that sounds very loyal but it is true that your business as a virtual assistant or whatever kind of contractor you are you know you're subject to hurricanes and earthquakes and terrorist attacks and all kinds of craziness right and may not be able to do your job because of that and it's completely without your control um now you know the virtual assistant will not be liable for lost damage or delay of clients project due to circumstances beyond the contractor's control that's going to be um this is a very broad clause actually what does it mean to be beyond the virtual assistant's control i don't know what that means um and that's like i mean i know the conventional meaning of that but from a legal sense that's very broad and um i would want more clarity about that and think of a better way to phrase it um severability is one of those clauses that people put in contracts because it sounds very lawyer i think it's actually very important if you're going to put a non-compete in there because you that way if the court finds that the non-compete clause the non-compete paragraph is not valid then the court may still let you have the rest of the contract um signatures one of the things you're going to want in here is that it's the party signs it for their company so it doesn't sign elizabeth potts weinstein it's signed elizabeth potts weinstein president for epw small business law pc because then you're binding the company not me as a individual very very important so that's that's a virtual assistant contract um and what i'm actually going to do is i'm going to separate these into separate videos and look at some different contracts because this is becoming a very actually you know i think i'm going to go ahead and just do the other ones because i think i've talked about a lot of the same things okay let me rearrange this a little bit this is a coaching contract that i found just by googling coaching contracts it comes from the certified coach federation let me get this down a little bit so you can see it so very typical of the kind of contracts i see from my clients who are coaches you know this agreement is made between so and so and so and so they agree to the following i coaches are well from all the coaches that i see there is some consistency among coaches and also therapists and many other people in helping kind of professions um health related professions signing it on in their own name even when they are incorporated you can hear my voice getting all like raised because i'm all indignant about it i understand that as a professional giving him professional advice you are personally liable for your malpractice hopefully you won't be committing any but you are and i think that because of that because the personal nature of the service we want to put our names on things and of course your name will be on it right because you're a human signing it it's still between your company and the client so it needs to be between your company and the client both parties agree to the following and then he has a whole bunch of stuff about coaching i think that's great to have that stuff in there it's a great opportunity to educate your client um has a bunch of stuff about the sessions and the procedure this is actually really helpful to say what happens if the client is late what happens if they want to reschedule really important things to put in your contract okay and really this is part of the services part now one thing that's in here in the beginning is you know the the coach and the client commit to working with each other for an initial three-month period okay that's fine that this needs to be more express in this contract that the client is signing up for three months not this whole like commit to working with each other for initial three months no the client is signing up for three months like it needs to be much more explicit that they are buying a three-month package that's what i want it to be um that's gonna be very helpful if they flake out after a month okay you may not want to enforce against them or you may want to enforce it against them depends how much money they paid right because maybe they paid for that month and you're okay with writing it off but you want this to be an explicit thing because otherwise they won't comply with it because they won't know that they agreed to it all right and you may say oh well i talked to them about it well what you said to them is not part of the contract because we're going to have a clause in there saying it's not but you know i know this one doesn't have that in there um confidentiality yeah they agree to keep it all confidential obviously very important um coaching fees and this is where i say you know the whole three month thing there's a free session and then they discuss entering into it there's a three month commitment and then there's a monthly agreement so what is this person agreeing to when they sign this have they had their opening session already because if they've had their opening session why is this even on the sheet it shouldn't be on there anymore because that just makes it confusing it needs to be that they're signing up for three months and that they're paying x dollars and the fees need to be on here because there's actually nothing on here about how much the fees are there's no blank for that and i get that this is a sample but it should be a blank it says it's x dollars one of the things you may want to think about is as a coach you know if you have people pay per session which and i'm saying this as a coach because for therapy there are different rules um similar to how there's special rules for lawyers and and stuff like that in some of those professions you can't force people to sign up for a certain amount of time and they there's no way for them to get out of it um but for coaching you can have people sign up for packages and you have them like in this if the client receives two 30 to 60 minute telephone coaching sessions or one 90-minute session each month for three months they get to receive one or the other you have to pick and you have them pay how much money is this whole entire three month package gonna be are they paying for it by month by session are they paying for it all at once do they get a discount what happens if they're late like there's no language about this they do have this does say you can pay by cash check or charge i don't want you having any of your clients paying by cash i don't know why someone would have that in there so don't do that you want a paper trail for all this stuff okay this isn't like a lemonade stand um the monthly agreement in a way you're agreeing to agree um but how you know like what you're gonna do after the first three months but you could put definitely put that in there you know how it's going to work going forward that there's going to be some kind of mutual agreement to have a monthly coaching program here the two different options you can choose from but be aware that it is a agreement to agree and that most likely you're going to do is have a separate contract that's that they're going to sign when they do that when they do that it's going to be short it's going to be like an amendment to this contract fees are payable in advance on the first of the month we don't know what the fees are so i don't even understand that but um the client agrees to pay the monthly fee so this is very vague about what the terms are and then that's it then then they're like you know here's your credit card this is not even was there even anywhere to sign it there's nowhere to sign it okay so you want people to sign it you should be signing and they should be citing it on behalf of your company on behalf of them because they're a human if they're standing for coaching as a business on behalf of their business you're gonna want other clauses in here a whole bunch of stuff you're going to want to know what's not included what are their duties you want to have a bunch of waivers and things how you don't guarantee results and how this is not therapy and and you know you can't like you're not responsible for damages to their business um you want to have stuff in there about um kind of a bunch of lawyery things um so all those clauses like i was talking about before like the severability clause and you're gonna have no assignments and this is the entire agreement and all this stuff so there's a whole bunch of clauses that lawyery stuff and there's also just the this has gotten some inherent vagueness and they're not signing it now i'm not saying you have to sign something for it to be contract that's not true actually you have to assent that you agree like that's the evidence of of agreement but a signature is you know one of the ways to do that and everyone understands that they're signing a contract and it's a great way to show intent so i highly recommend people sign it you do not have to have people have to sign it by a pen you can actually i put a clause in there say in my contract saying people can sign electronically or by fax i mean i don't we don't fax that much but you know you can even use website use like write signature and there's a couple other sites where you can have people sign electronically online in a lot of ways it's even better than having them sign with the pen all right a business consulting agreement this one i actually i downloaded because this is from some entrepreneur.com forms thing this one a business consulting agreement it's only a page and a half and by the way i'm going to have links to all these so you can actually look at them okay business consultant agreement dated between so and so and so and so obviously we want to know where these are companies consultant services it has this incredibly vague statement i'm assuming that this is an incredibly vague statement that you're supposed to replace when you actually use this template so please do because it's i don't even know you know the consultant the company employs a consultant to perform following services so i'm assuming that you're supposed to like insert the services there the terms agreement the agreement will begin and will end either party may cancel on 30 days notice that i really like the long notice period because i even though that can be very detrimental to people who want to cancel right you're stuck with this person and paying them for another 30 days it actually is great evidence of showing that this person is an independent contractor and they're not an employee because there's a risk that's very different than if you hire an employee that you can isn't as at will and you can fire them and have them leave that same day um it's anticipated the consultant will spend a certain amount of time but it will vary week to week that's another thing that helps show that they're a independent contractor um the place is will perform more services at xyz in a perfect world you would not tell them where they can do it because they're an independent contractor they can do whatever the heck they want but of course i know that sometimes a contractor like needs to be on site so i would put in language about contractor needs to be on site for these services xyz but they don't always need to be on site you know here's all and otherwise they can do it wherever in the world they want um payment the consultant would pay the rate of x dollars per x dollars of work okay uh you really don't want to pay someone by the hour unless you really have to it's much better to pay them by the month or pay them by the project um it's much greater you're reducing your risk of them being categorized as an employee and also it makes it simpler in a lot of ways you also probably want them to send an invoice which they have um when you're paying them within 10 days that's great it'd be also good to tell say how you're going to pay them but maybe you know you're going to pay them by paypal you're going to pay them by check are you going to be wire transferring sometimes that really matters especially if someone is off site and they're in another country they may want a wire transfer etc um independent contractor so some language here about being an independent contractor it actually talks about the taxes which is good um i may also put in there actually i would for sure i put in a contra clause about how the fact this is not a partnership this is not a joint venture we they're not agents for each other all this kind of stuff more stuff about that um confidential information so dude there needs to be a lot more about this in here okay there needs to be an nda there needs to be a lot of stuff about the confidential information and the trade secrets and the copyrights and the trademarks and and all the ip involved and and who belongs to what this is not adequate almost no matter i mean well i would say no matter what consultant you have there's going to be some trade secret trademark copyright stuff of some kind that will be created i mean they're going to write something there's copyright law right there okay they're going to know about your internal comp company stuff that's trey secret law so there's got to be a lot more information about that they need to be they need to be in the nda a non-disclosure agreement inherently in this contract i like to have them in the contract i think it's much for a host of reasons um part of which purely make it easier to understand and you're going to want to know who owns everything you also want them to have a duty to they have to give it back to you at the end um like if they have any information if they have stuff in their computer they have to give it back because you want that in the contract so if they don't give it back you can go make them right otherwise there's nothing in here saying they have to give us your stuff back employed by others the company from made from time to time requests the consultant range for the service of others all costs paid by the company yeah i don't thi i don't this makes me nervous because in no event shall the consultant employ others without prior authorization very dangerous that's starting to look like an employee because if someone's really a independent contractor they can subcontract with whoever they want the only thing that's you can put in some great language about that they have to have their subcontract contractors sign an nda they're they're responsible for any damage that their subcontractors do i mean you can put in their stuff to protect you from a confidentiality perspective um but this needs to not unless it truly needs to be a personal services contract because this consultant is gonna like sing at your event and they need to be a good singer they can't like have a different singer show up you know there's certain kind of personal services that you actually want that person to be there for but generally speaking they can subcontract whoever they want and so when you start limiting that it looks like an employee um signatures you have the signatures there um i obviously talked about before how i want it to be the company signing it so it's so and so on behalf of the company the last thing i was going to look at was this joint venture that i found first i highly enjoyed this disclosure saying i'm not a lawyer but here's a contract this is a great lesson for all of us is that if someone's not a lawyer do you really want to like use their contract maybe not um that's the answer um it's not just because you want to know if it's valid under your state's law and all that kind of stuff but also like this person we have no idea where they got this stuff from you know and because it's definitely true that not all lawyers are good at drafting contracts where i'm sure that not all non-lawyers are going to be drafting a good contract okay so let me change the region to make it a little bit bigger so we can actually see this so we have this letter agreement uh okay so this happens a lot with joint ventures and what happens is and i have this happened to me earlier this week where business people who are not lawyers get together and they decide to like do some kind of joint venture of some kind and so they exchange things that may be called um letter agreements they may be called term sheets they may be called good faith agreements and really the what these are is the kind of business person's terms of the agreement everybody does this i mean fortune 50 companies create stuff like this and the idea being is we're gonna we need to start somewhere we're doing the negotiations we don't want lawyers involved yet we don't want to draft you know all these crazy like warranty clauses and and forced measures and stuff we want to just know like what the terms we're agreeing to so i i get that okay and this is what i do with my clients i want to know the basic terms from them and i want them to get the get that negotiated with the other side this is not though the contract unless you don't have a contract and then it ends up being the contract it's a very scary contract for me as a lawyer because it's missing tons of stuff yet you're both signing it so it's probably binding on you going forward but it has inherent vagueness because it doesn't have everything in it like it has things like you know this letter agreement may be revised from time to time like what no we're not just revising it randomly um both parties may end this deal at any time oh it's terrible because you say before this venture will start at so and so and continue for five years unless it's terminated by the parties and then later on you say both parties can end this deal at any time then how is it five years unless if anybody can end it that doesn't make any sense that's just a scary kind of contract the client agrees to process the credit card hours and split the gross profits that sounds like a partnership that sounds you don't even want to go there you need a whole bunch of stuff in here saying how it's not a partnership and how it's not a joint venture and stuff um i'm ranting on this a little bit because it's an important example because this happens all the time is that two business people two business companies it could be even gigantic large corporations create one of these letter agreements term sheets good faith agreements whatever they want to call it and then they never actually do the real contract they never get the lawyers involved or a lawyer or anything or template lawyer i'm involved and this is it and so if it doesn't go well no one knows what's supposed to happen because it's inherently vague this venture is supposed to last for five years but it can end at any time well i don't even know what that means okay how is someone supposed to comply with this you're going to be splitting the costs well but who actually writes the check for that who pays for it and who gets the money back client processes the credit card and splits the gross profits how you calculating the gross profits because gross profits is actually not a it's gross revenue profit isn't gross profits after so like i mean you know i'm teasing a little bit because it's not really true but like the idea being i don't know what money comes in who what money goes to what so actually from a business perspective this isn't even a good contract um but from a lawyer perspective this is like this is in inherently doomed because no one's gonna know what anyone's supposed to do this is a place to start and not to finish so my warning to you is remember that when you do these kinds of things it totally makes sense that you're doing it i actually would say don't sign it because you don't want to fool each other that this is a really a contract and you want it to be obvious that it's not a contract i would not call it a letter agreement or a good faith agreement but if you call it good faith agreement then you're under the duty of good faith unless you're in california in places where you have statutory dues of good faith when and stuff like that you want to not be in good faith because good faith has duties it makes things complicated call it a term sheet term sheet is inherently like vague in the sense vague in a good way don't have anyone sign it then it's on a contract it still could be a contract but it makes people intend that it's not a contract um you don't want to have it you agree as follows you just want to have this term sheet okay and just step on it right and then you go have an attorney draft this thing up um if you're the kind of person who's doing a lot of joint ventures and they're all very similar like you know you do a lot of um you're doing a tele summit you have a whole bunch of people who are presenting your telesummit it's that kind of joint venture then you have an attorney draft one template for you to use for with these 20 people who are going to be at your at your um telesummit you know what i mean so this doesn't have to be inherently complicated and horribly expensive um this particular template goes on has a non-disclosure agreement so that's good this is not a good nondisclosure agreement um it says you know that these things are proprietary and confidential it defines it in this very vague way and that we're going to hold it for certain terms of years but it doesn't say what happens because you i have a non-disclosure agreement i put in there how if exactly what the proprietary and confidential stuff is not exactly in the sense of listing the titles of it because some of it you don't know yet but like the categories and what you know if somebody violates it then you can go get an injunction we want that expressly in there because it's all nice and good to say that they have to do it but if you're just going to sue them for damages this your private stuff is already out there in the world okay you want to be able to get an injunction you want to be able to have a court order that they can't talk anybody anymore um in this case they actually have a much longer contract they say that you can use too that goes into exceptional detail is very very lawyery almost to the other extreme and then he has some all kinds of stuff he's selling at the end um the point is i actually am using was using some bad examples not bad in the sense of they're not helpful but some examples of templates that are easily found within one of the first couple if not the first though with a couple first results on the google search but these are examples of contracts that aren't enough you can get some half decent contracts online typically you have to pay for them i'm not saying to pay a whole lot of money you might be paying you know one of these services but generally speaking you want a contract that actually had a lawyer involved and you know that a lawyer was involved because then it hopefully you actually know the lawyer in a perfect world but even if you don't and you're not you're not going to pay an attorney do it one-on-one you want to make sure that wherever you're getting this contract from had they have there's lawyers that work there right drafting these things makes it much more likely it's not going to miss stuff and have big holes and makes it much more likely that it's not going to be unenforceable in your jurisdiction um because that's one of the other big things there's a lot of a lot of clauses like non-competes that are not enforceable in certain places so it is possible to find good templates these are not good templates but they're a good place to start so thank you for watching this is just a quick little video that i shot here um for you guys this afternoon i hope this was helpful to give you some ideas about using templates and what's important to include and give you some red flags for where the problems are so thank you guys for watching i'll talk to you next time bye