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hey this is Elizabeth Watts 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 that's very common to get it from on 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 Google's they may have downloaded it from one of these like official lawyer ish theoretically written by a lawyer sites um I don't know if 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 templates such an touch 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 you go ahead and look at look at this contract let me scroll down a little bit and let me zoom in a tiny bit right now 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 a contract or agreement or something like that because work for hire is about copyright law this is the kind of thing that a lot of time is non lawyers do is they start using legal words but because it sounds more legal when really it's better to use the regular word lawyers do this too sometimes so this work for hire groom 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 a 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 could be at the bottom where the signatures are 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 place 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 gonna look up um that company make sure it actually is an LLC in Nevada or whatever because it may not be and it may not because the other side is bad it 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 we know which one and we're talking about oh it says u.s. agreement the part they're going to defining it as the word client blah blah blah I don't put a whole bunch of sentences about that I just put the word client with the quote marks just like it right after the name of the company but but it doesn't really matter I'm description the 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 like a little introductory paragraph in fancy lawyer contracts they're called recitals they are the way or as 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 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 it's helpful i'm service location the service will provided at the virtual assistant services place to business that's actually good to help show that they're an independent contractor there's 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 the they need to be available to buy 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 on payment for the services based on an invoice you know in a perfect world virtual assistants would get played 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 provided however that you should probably terminate the agreement immediately without prior I guess notice because they must've forgot a word in the event of a breach of a sermon by the other party okay um upon termination shell invoice be paid in full the 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 here like the term is forever until it's terminated because it's more like an employee but I get the idea if 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 good cause instead of breach or for um you know it's substantial breach or something like II because it I don't know these are inherently vague things and I just you may actually want to require everyone has to give five days notice at my contracts that I write typically you even if someone breaches you're still to get five days notice and you give them opportunity to fix it and I think that's very helpful because technically like if you pay the invoice late that's a breach and if we do that sometimes by accident and it's helpful to have something in there to deal to cure accidents non-disclosure non-solicitation there's actually a couple closet here about this one of the things here you gotta 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 gonna be really covenants not to compete or not gonna 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 you it's actually realistic for you to do that you as a VA have multiple clients who may compete with each other there are all life coaches and technically they compete you don't compete with them but you want to make sure that you're gonna 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 um and you want to look at the state law of where the VA is located and the state law where the company is um and where the company's incorporated as well as where their principal place of business is um of course you want to keep everything confidential the VA agrees for the term plus six months it won't solicit any customers or suppliers it's by me 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 a Weber is a supplier of your other life coaches email lists you saying you're not gonna 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 clause you are malicious to the parties independent contractors stuff um you know talks about the whole fringe benefits yeah I don't care about that I want to know is who's paying the taxes that's what's gonna get you and there needs to be Express language about this um in some states Arizona for example um Colorado there is map there are magic words that need to be in the contract there may be other states too I haven't researched original state yet work product ownership this isn't going to intellectual property and I get what they're going out here but you're probably don't want some more specific language and then actually kind of goes with the non-disclosure clause and is 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 because they're in some way saying the same thing this is something that happens a lot of when non-lawyers and actually sometimes when lawyers um put piece together a contract from different places is then you end up having clauses that are different paragraphs that all say the same thing or in st. in different ways so it's inherently vague and when you have a contract that is ambiguous um that's when you have problems and the point of having a contract isn't so you went in litigation hopefully it'll never be litigated not gonna would and I my goal is for my contracts to never need to be in court and the reason is is because they are clear your contract is clear you never knew go to court except for the very rare occasion of one of the peoples who signed it he's a crazy person and I don't mean that I mean that in a sense of 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 open 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 could flick 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 an inability kind of client and these are actually legitimate things to talk about I say it's cute just because it's the kind of thing that sounds very lawyer II but it is true that your business is a virtual assistant or whatever cut a 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 loss damage to delay of clients project you just circumstances beyond the contractors control that's gonna be um this is a very broad Clause actually what does it mean to be beyond the virtual assistance 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 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 as it sounds very lawyer I think it's actually very important if you're gonna put a non-compete in their shoe that way 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 gonna want in here is that it's the party signs it for their company so it doesn't signed 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 and what I'm actually gonna do is I'm gonna separate these into separate videos and look at some different contracts because this is reka becoming a very actually you know I think I'm gonna go ahead and just do the other ones cuz I think I've talked about a lot of the same things okay 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 where do 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 health related professions signing it on in their own name even when they are incorporated you can see here my voice getting all like raised because I'm all indignant about it I understand that as a professional giving them professional advice you are personally liable for your malpractice hopefully you won't be committed 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 you has a whole bunch of about coaching I think that's great to have that stuff in there it's a great opportunity to educate your client has a bunch of stuff about the sessions 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 coach and the client commit to working with each other for an initial three-month period oh 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 it 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 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 against them it depends how much money they paid right because if they paid for that month and you're okay with grinding it off but you want this to be an explicit thing because the 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 gonna have a clause in there saying it's not been 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 coaching piece and this is where I say you know the whole three-month thing there's an 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 had they had their opening session already because if they've had a the opening session why is this even on this 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 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 would and em say 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 but for coaching you can have people sign up for packages and you have them like in this it the client receives to 30 to 60-minute telephone coaching sessions or one 90-minute session each month for three months they got 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 going to 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 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 gonna work going forward that there's gonna 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 is a agreement to agree and that most likely we're gonna do is have a separate contract that's that they're gonna sign when they do that when they do that it's gonna be sure it's gonna be like an amendment to this contract fees are payable in advance on the 1st of the month well we don't know what the fees are so I don't even understand that but um the clankers have 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 does not even was there anything anywhere to sign it know where to sign it okay so you want people to sign it you should be signing in they should be citing it on behalf of your company on behalf of them because they're a human if there's for coaching you the business the on behalf of their business your what other clauses in here a whole bunch of stuff you're gonna want to know what's not included what are their duties you want to have a bunch of waivers and things that 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 kind of a bunch of lawyer II things so all those clauses like I was talking about before like the severability clause that 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 lawyer you 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 there has to be evidence of agreement but a signature is you know one of the ways to do that and it's 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 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 it much but you know you can even use a website I use like write signature and there's a couple other sites where you can have people sign electronically online in a lot of ways is even better than having them sign with the pen alright a business consulting agreement this is why I actually I downloaded because this is from some entrepreneur calm forms thing this one a business consulting agreements 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 crystals agreement dated between so and so and so and so obviously 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 you the company employs a consultant performed following services so I'm assuming that you're supposed to like insert the services they're 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'm 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 has 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 hired an employee that you can isn't is that will and you could fire them and have them leave the same day it's anticipated the consult it will spend a certain amount of time but it will very week to week that's another thing that helps show that there are a contractor um the place is a well perform or services at XYZ in a perfect world you would not tell them where they can do it because they're an infinite contractor they can do whatever the heck they want but of course I know that sometimes a contractor like you 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 payment that we pay the rate of X dollars pour 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 it's much great 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 and you're paying with more than ten days that's great if you also could tell it's a how you're gonna pay them but maybe you know you're gonna pay them by paypal you're gonna pay them by cheque are you gonna be wire transferring sometimes that really matters I'm especially someone is off site and then the 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 I may also put in there actually I would for sure I put in a contract this is not a partnership this is not a joint venture we they're not agents for each other all this kind of stuff the more stuff about that 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 nation and the trade secrets 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 gonna be some trade secret trademark copyright stuff of some kind that will be created I mean they're gonna write something there's copyright law right there okay they're gonna know about your internal company's stuff that's Tracy gorilla so there's got to be a lot more information about that they need to be there needs to be in the NDA a nondisclosure agreement inherently in this contract I like to have them in the contract I think it's much for holster reasons um part of what spirulina kit easier to understand and you're gonna 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 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 that you're saying they have to give us your stuff back employed by others the company from age four time to time request that consultant range the service of others I'll cost paid by the company yeah I don't that I don't this makes me nervous because in no eventual that consultant employ others of that prior authorization very dangerous that's starting to look like an employee because if someone's really I independent contractor they can subcontract with whomever they want the only thing that's you can put in some great language about that they have to have their subconscious to contract or sign an NDA there's they're responsible for any damage that they're so clown directors do I mean you can put in their stuff to protect you from a confidentiality perspective but it's needs 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 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 gonna look at was this joint venture that I found first I highly enjoyed this disclosure saying I'm not a lawyer but he's a contract this is a great exact 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 or 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 think is it's definitely true that not all lawyers are gonna drafting contracts where I'm sure that not all non lawyers are going to be dropping 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 had this happen to me earlier this week where business people who are not lawyers get together on the inside to do some kind of joint venture or some kind and so they exchange things that may be called letter agreements they may be called term sheets they may be called good faith agreements and really 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 in force measures and stuff we want to just know like what the terms were agreeing to so I get that okay this is what I do with my clients I want to know the basic terms from them and I want them to get that get that negotiate at 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 what know is revising it randomly um both parties may end this deal at any time well it's terrible cuz you say before this venture will start it so and so on and continue for five years unless it's terminated by the parties and then later on you say both parties can in this deal at any time then how is it five years unless if you anybody can end it doesn't make any sense that's just a scary kind of contract um the the client Reaser process the credit cards is 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 sing 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 cuz this happens all the time is that to business people to 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 a 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 who has 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 process of the crack 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 now if it's after Soleil I mean you 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 such from a business perspective this isn't even a good contract um but from a lawyer perspective this is like this is inherently doomed because no one's gonna know what anyone's supposed to do this is a place to start 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 places where you have statutory to use a good when and stuff like that you want to not be in good faith because it's good faith has duties it makes things complicated called a term sheet term sheet is inherently like vague in a sense vague in a good way don't have anyone sign it that 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 yet you agree as follows you just want to have this a 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 you do a telesummit 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 twenty people who are gonna be at your tell assignment you know what I mean so these doesn't have to be inherently complicated and horribly expensive um this particular template goes on has a nondisclosure agreement so that's good this is not a good non-disclosure 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 gonna hold it first or in terms of years but it doesn't say what happens it because you oh I have non-disclosure agreement I put in there how if exactly what the proprietary and confidential stuff is not exactly in the sense of a listing the titles of it because some of it you don't know yet but like the categories and what and 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 gonna sit in for damages that did 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 about it anymore in this case they actually have a much longer contract that they say that you can use to that goes into exceptional detail is very very lawyerly 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 it's not the first though the couple first results on a 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 um I'm not saying you 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 gonna pay an attorney to 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 it have big holes and makes it much more likely that it's not going to be unenforceable in your jurisdiction because it'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 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 you give you some red flags for where the problems are so thank you guys for watching I'll talk to you next time bye you